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

Reports to the Securities and Exchange Commission; Available Information. (a) The Based on information furnished to it by the Master Servicer shall and the Seller (in 80 column unformatted electronic format acceptable to the Trustee) the Trustee will prepare and signfile with the Securities and Exchange Commission on Forms 8-K and 10-K (including XXXXX filings), on behalf of the DepositorTrust Fund the Monthly Distribution Statements, any Special Event Reports provided to it by the Master Servicer in 80 column unformatted electronic format, and all Exchange Act Reports; providedany other information reports requested by the Seller provided to it by the Seller in 80 column unformatted electronic format. The Trustee shall have no responsibility to file any items other than those specified in this Section. Prior to January 2, however, that 1999 (i) and each anniversary thereafter until directed by the Depositor shall prepare, sign and Seller to 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 15 delisting the transaction), the Trustee shall be prepared as exhibits hire counsel selected by the Seller to an Annual Report file reports on Form 10-K on behalf of the Trust Fund for the preceding fiscal year. Any fees and expenses incurred by the Trustee in connection with this Section (including reasonable attorneys' fees) shall identify be reimbursed to it by the aggregate number Seller. Manually-signed copies of Holders each report shall be delivered to the Seller to the attention of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 the Secretary (or the nearest Business Day if such date is not a Business Day) of the related year based on information provided other Persons as are designated in writing by the Seller), with a copy to the Trustee. . (b) [Reserved] (c) The Trustee shall provide the Master 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 shall make available at its offices during normal business hours, or send to the date on which requesting party at the Servicer or Special Servicerexpense of each such requesting party (other than the Rating Agencies) for review by the Seller, as applicablethe Trustee, is required to deliver the related Exchange Act Report Rating Agencies, any Certificateholder, any Person identified to the Trustee. For each Exchange Act Report, the Master Servicer or the Special Servicer, as applicable, shall prepare (i) by a manually-signed paper version of such report and (ii) an electronic version of such report, which version shall be prepared Certificateholder as a Microsoft Word for Windows file (or in such prospective transferee of a Certificate and any other format as Persons to whom the Trustee, the Depositor and the Master Servicer or the Special Servicer, as applicable, believes such disclosure to be appropriate the following items: (i) all financial statements, occupancy information, rent rolls and similar information received by the Master Servicer or the Special Servicer, as applicable, from each Borrower, (ii) the inspection reports prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, in connection with the property inspections pursuant to Section 3.19, (iii) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Master Servicer or the Special Servicer, as applicable, and (iv) any and all officer's certificates and other evidence delivered to the Trustee and the Seller to support the Master Servicer's determination that any Advance was, or if made would be, a Nonrecoverable Advance. The Master Servicer may agree), provided, that, require that such party execute a reasonable confidentiality agreement customary in the industry (and approved by the Seller) with respect to the electronic version such information. Copies of each Exchange Act Report consisting of a monthly Distribution Date Statement, the Servicer need only deliver an electronic version any and all 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 foregoing items shall be filed within ten days after available from the related Distribution Date; (ii) a Comparative Financial Status ReportMaster Servicer or the Special Servicer, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch Listas applicable, or report pursuant to Section 4.02(b)(i) shall be filed within ten days after each Distribution Date; andthe Trustee, as applicable, upon request at the requesting party's expense.

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer Depositor shall prepare for filing, and signthe Trustee shall execute, on behalf of the DepositorTrust Fund, and file with the Securities and Exchange Commission, 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 Reports; Act. 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 Trustee with respect to any liability, cost or expenses, including reasonable attorneys' fees, arising from the Trustee'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 contribute to the Commission amount paid by the initial Form 8-K relating 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 fault. (b) The Master Servicer shall maintain at its office primarily responsible for administration of the Trust Fund and (ii) shall, upon reasonable advance notice, make available during normal business hours for review by the Special Depositor, each Underwriter, any Holder of a Certificate or any Person identified to the Master Servicer shall prepare and sign on behalf as a prospective transferee of a Certificate, originals or copies of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to following items: (i) in the Special Servicer. Each Exchange Act Report consisting case of a monthly Distribution Date StatementHolder or 163 (a) since the Closing Date, 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(C) 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 all Officers' 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 delivered by the Trustee. The Trustee shall provide the Master Servicer and the Special Servicer with a list to the Trustee since the Closing Date pursuant to Section 3.13, (D) all accountants' reports caused to be delivered by the Master Servicer and the Special Servicer to the Trustee since the Closing Date pursuant to Section 3.14, (E) the most recent inspection report prepared by the Special Servicer or the Master Servicer and delivered to the Master Servicer in respect of Certificateholders each Mortgaged Property pursuant to Section 3.12(a), (F) the most recent annual operating statement and Direct Participants holding Public Certificates as rent roll of December 31 each related Mortgaged Property and financial statements of the related year no later than two Business Days prior Mortgagor collected by the Master Servicer or the Special Servicer and delivered to the date on which Trustee pursuant to Section 3.12(b), together with the Servicer or Special Servicer, as applicable, is required accompanying written reports to deliver be prepared by the related Exchange Act Report to the Trustee. For each Exchange Act Report, the Master Servicer or the Special Servicer, as applicablethe case may be, shall prepare and delivered to the Trustee pursuant to Section 3.12(b), (G) any and all notices and reports delivered to the Master Servicer with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 3.09(c) revealed that any of the conditions set forth in clauses (i) a manually-signed paper version of such report and (ii) an electronic version of such reportthe first sentence thereof was not satisfied, which version shall be prepared as (H) all reports delivered by the Master Servicer to the Trustee since the Closing Date pursuant to Sections 3.12(c) and 4.02(b), respectively, (I) any and all modifications, waivers and amendments of the terms of a Microsoft Word for Windows file (Mortgage Loan entered into or in such other format as consented to by the Trustee, the Depositor and the Master Servicer or the Special Servicer may agree), provided, that, with respect and delivered 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)(i3.20, and (J) any and all Officers' Certificates and other evidence delivered to the Trustee to support the Master Servicer's or the Special Servicer's, as the case may be, determination that any Advance was or, if made, would be, a Nonrecoverable Advance. The Master Servicer shall make available copies of any and all of the foregoing items upon request of any of the parties set forth in the previous sentence; however, the Master Servicer shall be filed within ten days after each Distribution Date; andpermitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies.

Reports to the Securities and Exchange Commission; Available Information. (a) The Trustee the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust Fund's satisfying the reporting requirements under the Exchange Act. The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and sign10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Trustee shall sign and file (via EDGAR) such Forms on behalf of the Depositor, any until directed in writixx xx the Depositor to discontinue such filings. The Depositor hereby grants to the Trustee a limited power of attorney to execute and all Exchange Act Reports; provided, however, that file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Trustee from the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund of written termination of such power of attorney and (ii) the Special Servicer shall prepare and sign termination of the Trust Fund. Notwithstanding the foregoing, in the event that the Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to Depositor, 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) Trustee 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 prepare such Form 10-K to be signed by the Depositor and the Depositor shall identify sign such form. (b) A Form 8-K shall be filed by the aggregate number Trustee within 15 days after each Distribution Date, including a copy of Holders the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 each year (or such earlier date as may be required by the nearest Business Day if such date is not a Business Day) Exchange Act and the Rules and Regulations of the related year based on information provided Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's and the Special Servicer's annual statement of compliance described under Section 3.13 and the accountant's report described under Section 3.14, in each case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall provide have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall, except as described below, be signed by the senior officer of the Depositor in charge of securitization. Notwithstanding the foregoing, if the Commission determines that the Certification may be executed by multiple Persons, the Trustee shall sign the Certification, subject to the succeeding paragraph and Section 8.17(d) through 8.17(f), in respect of items 1 through 3 thereof, the Master Servicer shall cause its respective senior officers in charge of servicing to sign the Certification in respect of items 4 and 5 thereof to the extent such items relate to the duties and actions of the Master Servicer, and the Special Servicer with a list shall cause its respective senior officers in charge of Certificateholders servicing to sign the Certification in respect of items 4 and Direct Participants holding Public Certificates as of December 31 5 thereof to the extent such items relate to the duties and actions of the related year no later than two Business Days prior Special Servicer, and the Trustee may rely on the Certification signed by the Master Servicer and Special Servicer to the date same extent as provided in Section 8.17(c) below. The Master Servicer may rely on the Certification signed by the Special Servicer to the same extent as provided in Section 8.17(c) below. In the event the Commission determines that the Certification may be executed by multiple Persons, and with respect to the Trustee's obligation in the preceding paragraph to sign the Certification in respect of item 3, the Trustee's obligation to sign such Certification shall be conditioned upon the Trustee and the Depositor entering into an agreement with respect to the payment of a reasonable additional fee for the reasonable costs and expenses necessary for the Trustee to sign such Certification; provided that in no event shall such fee exceed $15,000 annually. In the event that such agreement is not reached, the Depositor may continue to sign the portion of the Certification which the Trustee does not sign. Although it is the parties' intent that compliance by the parties with provisions of this Section 8.17 will constitute compliance with the review and certifications required by Section 302(a) of the Sarbanes-Oxley Act (the "Section 302 Requirements") or other applicabxx xxx, xx xxx interpretation thereof by the Commission's staff (including the issuance of additional guidance by such staff), if it is determined that additional or modified procedures are required, or, similarly, to the extent that certain certifications or procedures are not required, the parties hereto agree to negotiate in good faith to modify the provisions of this Section 8.17 to comply with such change or additional guidance. Notwithstanding any other provision herein, no consent of any Certificateholder shall be required to make any such modification or amendment to this Section 8.17 to make such changes as are described above. In addition, in no event shall the provisions set forth in this Section 8.17(b) limit the ability of, or impose an obligation on, the Trustee, the Master Servicer or the Special Servicer to conduct additional investigations determined by it to be necessary or appropriate (in accordance with the written advice of counsel) to comply with the Section 302 Requirements. (c) In the event the Certification is to be signed by an officer of the Depositor, the Trustee shall sign a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K), and the Master Servicer shall sign a certification (in the form attached hereto as Exhibit Q-1) for the benefit of the Depositor and its officers, directors and Affiliates, and the Special Servicer shall sign a certification (in the form attached hereto as Exhibit Q-2) for the benefit of the Depositor and the Master Servicer and their officers, directors and Affiliates. Each such certification shall be delivered to the Depositor, the Trustee and the Master Servicer, if applicable, by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). The Certification attached hereto as Exhibit P shall be delivered to the Trustee for filing by March 20th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Trustee shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee's obligations under this Section 8.17 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Master Servicer and Special Servicer shall each severally and not jointly indemnify and hold harmless the Depositor, the Trustee and, in the case of the Special Servicer, the Master Servicer, and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer's or Special Servicer's obligations, as applicablethe case may be, is required to deliver under this Section 8.17 or the related Exchange Act Report to negligence, bad faith or willful misconduct of the Trustee. For each Exchange Act Report, the Master Servicer or the Special Servicer, as applicablethe case may be, shall prepare in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable to the Depositor as a manually-signed paper version result of the losses, claims, damages or liabilities of the Depositor in such report proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 8.17 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 8.17 or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Master Servicer as a result of the losses, claims, damages or liabilities of the Depositor or the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Depositor or the Master Servicer on the one hand and the Special Servicer on the other in connection with a breach of the Special Servicer's obligations under this Section 8.17 or the Special Servicer's negligence, bad faith or willful misconduct in connection therewith. (d) If the Trustee reasonably determines that it is required to file any Servicer Report or any other servicing information with the Commission to comply with the Sarbanes-Oxley Act, the Trustee may do so; provided that it has eithex (x) xxxxxxxx the Depositor with written advice from a national reputable counsel with an electronic version active commercial mortgage-backed securities practice reasonably acceptable to the Depositor at least 10 Business Days prior to the first occasion of such filing stating that the filing of any such Servicer Reports in the filings described in Section 8.17(a) is required to comply with the Section 302 Requirements, or (ii) received the prior written consent not to be unreasonably withheld of the Depositor to such filing. (e) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer, each Rating Agency and Special Servicer a copy of any such executed report, which version shall be prepared as a Microsoft Word for Windows file statement or information. (or in such other format as f) In performing its obligations under this Agreement, including but not limited to this Section 8.17, none of the Trustee's or the Master Servicer, on behalf of the Trust Fund, the Depositor and the Servicer or the Special Servicer may agree)otherwise, providedshall be responsible or liable for compliance with any reporting or filing requirement under any state or federal securities laws, that, with respect except to the electronic version extent such requirement is specifically set forth in this Agreement. (g) Prior to January 30 of each the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act Report consisting of a monthly Distribution Date Statement, the Servicer need only deliver an electronic version of the related (after which time no 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 or Form 10-K shall be filed within ten days after unless otherwise required by the Exchange Act) and shall provide the Depositor, the Special Servicer and Master Servicer with written notice of such filing. (h) If the Hyatt Center Pari Passu Companion Loan is then included in a securitization, the Master Servicer and the Special Servicer shall reasonably cooperate with the related Distribution Datetrustee, depositor, master servicer and special servicer with respect to such securitization(s) in connection with the reporting requirements under the Exchange Act and shall provide such certifications (including without limitation back-up certificates relating to the requirements of the Sarbanes-Oxley Act) as reasonably requested; (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; andprovided that no such coxxxxxxxxx xxxxl materially increase the obligations of the Master Servicer and/or the Special Servicer under this Agreement.

Reports to the Securities and Exchange Commission; Available Information. (a) The Trustee the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust Fund's satisfying the reporting requirements under the Exchange Act. The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and sign10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Trustee shall sign and file (via XXXXX) such Forms on behalf of the Depositor, any until directed in writing by the Depositor to discontinue such filings. The Depositor hereby grants to the Trustee a limited power of attorney to execute and all Exchange Act Reports; provided, however, that file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Trustee from the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund of written termination of such power of attorney and (ii) the Special Servicer shall prepare and sign termination of the Trust Fund. Notwithstanding the foregoing, in the event that the Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to -258- Depositor, 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) Trustee 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 prepare such Form 10-K to be signed by the Depositor and the Depositor shall identify sign such form. (b) A Form 8-K shall be filed by the aggregate number Trustee within 15 days after each Distribution Date, including a copy of Holders the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of Public Certificates and Direct Participants holding positions each year beginning in Public Certificates as of December 31 2005 (or such earlier date as may be required by the nearest Business Day if such date is not a Business Day) Exchange Act and the Rules and Regulations of the related year based on information provided Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's and the Special Servicer's annual statement of compliance described under Section 3.13 and the accountant's report described under Section 3.14, in each case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall provide have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit P (the "Certification"), which shall, except as described below, be signed by the senior officer of the Depositor in charge of securitization. Notwithstanding the foregoing, if the Commission determines that the Certification may be executed by multiple Persons, the Trustee shall sign the Certification, subject to the succeeding paragraph and Section 8.17(d) through 8.17(f), in respect of items 1 through 3 thereof, the Master Servicer shall cause its respective senior officers in charge of servicing to sign the Certification in respect of items 4 and 5 thereof to the extent such items relate to the duties and actions of the Master Servicer, and the Special Servicer with a list shall cause its respective senior officers in charge of Certificateholders servicing to sign the Certification in respect of items 4 and Direct Participants holding Public Certificates as of December 31 5 thereof to the extent such items relate to the duties and actions of the related year no later than two Business Days prior Special Servicer, and the Trustee may rely on the Certification signed by the Master Servicer and Special Servicer to the date same extent as provided in Section 8.17(c) below. The Master Servicer may rely on the Certification signed by the Special Servicer to the same extent as provided in Section 8.17(c) below. In the event the Commission determines that the Certification may be executed by multiple Persons, and with respect to the Trustee's obligation in the preceding paragraph to sign the Certification in respect of item 3, the Trustee's obligation to sign such Certification shall be conditioned upon the Trustee and the Depositor entering into an agreement with respect to the payment of a reasonable additional fee for the reasonable costs and expenses necessary for the Trustee to sign such Certification; provided, that in no event shall such fee exceed $15,000 annually. In the event that such agreement is not reached, the Depositor may continue to sign the portion of the Certification which the Trustee does not sign. Although it is the parties' intent that compliance by the parties with provisions of this Section 8.17 will constitute compliance with the review and certifications required by Section 302(a) of the Xxxxxxxx-Xxxxx Act (the "Section 302 Requirements") or other applicable law, or the interpretation thereof by the Commission's staff (including the issuance of additional guidance by such staff), if it is determined that additional or modified procedures are required, or, similarly, to the extent that certain certifications or procedures are not required, the parties hereto agree to negotiate in good faith to modify the provisions of this Section 8.17 to comply with such change or additional guidance. Notwithstanding any other provision herein, no consent of any Certificateholder shall be required to make any such modification or amendment to this Section 8.17 to make such changes as are described above. In addition, in no event shall the provisions set forth in this Section 8.17(b) limit the ability of, or impose an obligation on, the Trustee, the Fiscal Agent or the Master Servicer to conduct additional investigations determined by it to be necessary or appropriate (in accordance with the written advice of counsel) to comply with the Section 302 Requirements. (c) In the event the Certification is to be signed by an officer of the Depositor, the Trustee shall sign a certification (in the form attached hereto as Exhibit Q) for the benefit of the Depositor and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K), and the Master Servicer shall sign a certification (in the form attached hereto as Exhibit R) for the benefit of the Depositor and its officers, directors and Affiliates, and the Special Servicer shall sign a certification (in the form attached hereto as Exhibit S) for the benefit of the Depositor and the Master Servicer and their officers, directors and Affiliates. Each such certification shall be delivered to the Depositor, the Trustee and the Master Servicer, if applicable, by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). The Certification attached hereto as Exhibit Q shall be delivered to the Trustee for filing by March 20th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Trustee shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee's obligations under this Section 8.17 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Master Servicer and Special Servicer shall each severally and not jointly indemnify and hold harmless the Depositor, the Trustee and, in the case of the Special Servicer, the Master Servicer, and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer's or Special Servicer's obligations, as applicablethe case may be, is required to deliver under this Section 8.17 or the related Exchange Act Report to negligence, bad faith or willful misconduct of the Trustee. For each Exchange Act Report, the Master Servicer or the Special Servicer, as applicablethe case may be, shall prepare in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) a manually-signed paper version of such report and (ii) an electronic version of such report, which version the Trustee agrees that it shall be prepared contribute to the amount paid or payable to the Depositor as a Microsoft Word for Windows file (result of the losses, claims, damages or in such other format as the Trustee, liabilities of the Depositor and the Servicer or the Special Servicer may agree), provided, that, with respect in such proportion as is appropriate to reflect the electronic version of each Exchange Act Report consisting of a monthly Distribution Date Statement, the Servicer need only deliver an electronic version relative fault of the related Form 8-K Depositor or the Special Servicer on the one hand and the Trustee shall attach an electronic version on the other in connection with a breach of the related monthly Distribution Date Statement thereto Trustee's obligations under this Section 8.17 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as an exhibit. Exchange Act Reports consisting a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 8.17 or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Master Servicer as a result of the losses, claims, damages or liabilities of the Depositor or the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Depositor or the Master Servicer on the one hand and the Special Servicer on the other in connection with a breach of the Special Servicer's obligations under this Section 8.17 or the Special Servicer's negligence, bad faith or willful misconduct in connection therewith. (d) If the Trustee reasonably determines that it is required to file any Servicer Report or any other servicing information with the Commission to comply with the Xxxxxxxx-Xxxxx Act, the Trustee may do so; provided that it has either (i) provided the Depositor with written advice from a monthly Distribution Date Statement shall be filed within ten days after national reputable counsel with an active commercial mortgage-backed securities practice reasonably acceptable to the related Distribution Date; Depositor at least 10 Business Days prior to the first occasion of such filing stating that the filing of any such Servicer Reports in the filings described in Section 8.17(a) is required to comply with the Section 302 Requirements, or (ii) received the prior written consent not to be unreasonably withheld of the Depositor to such filing. (e) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer, each Rating Agency and Special Servicer a Comparative Financial Status Reportcopy of any such executed report, Delinquent Loan Status Reportstatement or information. (f) In performing its obligations under this Agreement, Historical Loss Estimate Reportincluding but not limited this Section 8.17, Historical Loan Modification Reportnone of the Trustee's or the Master Servicer, REO Status Reporton behalf of the Trust Fund, Operating Statement Analysisthe Depositor or otherwise, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be filed within ten days after each Distribution Date; andresponsible or liable for compliance with any reporting or filing requirement under any state or federal securities laws, except to the extent such requirement is specifically set forth in this Agreement.

Reports to the Securities and Exchange Commission; Available Information. (a) The Trustee the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust Fund's satisfying the reporting requirements under the Exchange Act. The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and sign10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Trustee shall sign and file (via EDGAR) such Forms on behalf of the Dxxxxxtor, until directed in writing by the Depositor to discontinue such filings. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding the foregoing, in the event that the Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, any the Trustee shall prepare such Form 10-K to be signed by the Depositor and all Exchange Act Reports; provided, however, that (i) the Depositor shall prepare, sign and file with the Commission the initial such form. (b) A Form 8-K relating to shall be filed by the Trust Fund and (ii) the Special Servicer shall prepare and sign on behalf Trustee within 15 days after each Distribution Date, including a copy 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 for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or exhibits to such earlier date as may be required by the Exchange Act and the Rules and Regulations of the Commission), the Trustee shall file a Form 810-K. Each Exchange Act Report consisting of an Annual Compliance Report shall be prepared K, in substance as exhibits to an Annual Report on required by applicable law or applicable Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's and the Special Servicer's annual statement of compliance described under Section 3.13 and the accountant's report described under Section 3.14, in each case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall identify the aggregate number of Holders of Public Certificates and Direct Participants holding positions in Public Certificates file an amended Form 10-K including such documents 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 exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall provide have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit Q (the "Certification"), which shall, except as described below, be signed by the senior officer of the Depositor in charge of securitization. Notwithstanding the foregoing, if the Commission determines that the Certification may be executed by multiple Persons, the Trustee shall sign the Certification, subject to the succeeding paragraph and Section 8.17(d) through 8.17(f), in respect of items 1 through 3 thereof, the Master Servicer shall cause its respective senior officers in charge of servicing to sign the Certification in respect of items 4 and 5 thereof to the extent such items relate to the duties and actions of the Master Servicer, and the Special Servicer with a list shall cause its respective senior officers in charge of Certificateholders servicing to sign the Certification in respect of items 4 and Direct Participants holding Public Certificates as of December 31 5 thereof to the extent such items relate to the duties and actions of the related year no later than two Business Days prior Special Servicer, and the Trustee may rely on the Certification signed by the Master Servicer and Special Servicer to the date same extent as provided in Section 8.17(c) below. The Master Servicer may rely on the Certification signed by the Special Servicer to the same extent as provided in Section 8.17(c) below. In the event the Commission determines that the Certification may be executed by multiple Persons, and with respect to the Trustee's obligation in the preceding paragraph to sign the Certification in respect of item 3, the Trustee's obligation to sign such Certification shall be conditioned upon the Trustee and the Depositor entering into an agreement with respect to the payment of a reasonable additional fee for the reasonable costs and expenses necessary for the Trustee to sign such Certification; provided, that in no event shall such fee exceed $15,000 annually. In the event that such agreement is not reached, the Depositor may continue to sign the portion of the Certification which the Trustee does not sign. Although it is the parties' intent that compliance by the parties with provisions of this Section 8.17 will constitute compliance with the review and certifications required by Section 302(a) of the Sarbanes-Oxley Act (the "Section 302 Xxxxxxxxxxxx") or other applicable law, or the interpretation thereof by the Commission's staff (including the issuance of additional guidance by such staff), if it is determined that additional or modified procedures are required, or, similarly, to the extent that certain certifications or procedures are not required, the parties hereto agree to negotiate in good faith to modify the provisions of this Section 8.17 to comply with such change or additional guidance. Notwithstanding any other provision herein, no consent of any Certificateholder shall be required to make any such modification or amendment to this Section 8.17 to make such changes as are described above. In addition, in no event shall the provisions set forth in this Section 8.17(b) limit the ability of, or impose an obligation on, the Trustee, the Fiscal Agent, the Master Servicer or the Special Servicer to conduct additional investigations determined by it to be necessary or appropriate (in accordance with the written advice of counsel) to comply with the Section 302 Requirements. (c) In the event the Certification is to be signed by an officer of the Depositor, the Trustee shall sign a certification (in the form attached hereto as Exhibit R) for the benefit of the Depositor and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K), and the Master Servicer shall sign a certification (in the form attached hereto as Exhibit S-1) for the benefit of the Depositor and its officers, directors and Affiliates, and the Special Servicer shall sign a certification (in the form attached hereto as Exhibit S-2) for the benefit of the Depositor and the Master Servicer and their officers, directors and Affiliates. Each such certification shall be delivered to the Depositor, the Trustee and the Master Servicer, if applicable, by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). The Certification attached hereto as Exhibit Q shall be delivered to the Trustee for filing by March 20th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Trustee shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee's obligations under this Section 8.17 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Master Servicer and Special Servicer shall each severally and not jointly indemnify and hold harmless the Depositor, the Trustee and, in the case of the Special Servicer, the Master Servicer, and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer's or Special Servicer's obligations, as applicablethe case may be, is required to deliver under this Section 8.17 or the related Exchange Act Report to negligence, bad faith or willful misconduct of the Trustee. For each Exchange Act Report, the Master Servicer or the Special Servicer, as applicablethe case may be, shall prepare in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable to the Depositor as a manually-signed paper version result of the losses, claims, damages or liabilities of the Depositor in such report proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 8.17 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 8.17 or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Master Servicer as a result of the losses, claims, damages or liabilities of the Depositor or the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Depositor or the Master Servicer on the one hand and the Special Servicer on the other in connection with a breach of the Special Servicer's obligations under this Section 8.17 or the Special Servicer's negligence, bad faith or willful misconduct in connection therewith. (d) If the Trustee reasonably determines that it is required to file any Servicer Report or any other servicing information with the Commission to comply with the Sarbanes-Oxley Act, the Trustee may xx xx; xxxxxxxd that it has either (i) provided the Depositor with written advice from a national reputable counsel with an electronic version active commercial mortgage-backed securities practice reasonably acceptable to the Depositor at least 10 Business Days prior to the first occasion of such filing stating that the filing of any such Servicer Reports in the filings described in Section 8.17(a) is required to comply with the Section 302 Requirements, or (ii) received the prior written consent not to be unreasonably withheld of the Depositor to such filing. (e) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer, each Rating Agency and Special Servicer a copy of any such executed report, which version shall be prepared as a Microsoft Word for Windows file statement or information. (or in such other format as f) In performing its obligations under this Agreement, including but not limited this Section 8.17, none of the Trustee's or the Master Servicer, on behalf of the Trust Fund, the Depositor and the Servicer or the Special Servicer may agree)otherwise, providedshall be responsible or liable for compliance with any reporting or filing requirement under any state or federal securities laws, that, with respect except 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; andextent such requirement is specifically set forth in this Agreement.

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; andfiling.

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 Nez Mustafic, with a copy to Xxxxxxxx Xxxxxxx, Esq. (or such other Persons as are designated in writing 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 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 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. (b) The Servicer or the Special Servicer with respect to Specially Serviced Mortgage Loans shall, in accordance with such reasonable rules and procedures as it may adopt (which may include the requirement that an agreement that provides that such information shall be used solely for purposes of evaluating the investment characteristics of the Certificates be executed to the extent the Servicer, or the Special Servicer with respect to Specially Serviced Mortgage Loans, deems such action to be necessary or appropriate), also, make available any information relating to the Mortgage Loans, the Mortgaged Properties or the Borrowers, for review by the Depositor, the Rating Agencies and any other Persons to whom the Servicer, or the Special Servicer with respect to Specially Serviced Mortgage Loans, believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by any related Loan Documents related to a Mortgage Loan. In connection with providing or granting any information or access pursuant to this paragraph, the Servicer and the Special Servicer may require payment from the Depositor, or other Persons (other than the Rating Agencies) of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including, without limitation, copy charges and, in the case of any such party requiring on-site review in excess of three Business Days, reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. The Servicer or the Special Servicer may require that such party execute a reasonable confidentiality agreement customary in the industry with respect to such information. (c) The Servicer and the Special Servicer shall make available at their offices during normal business hours, or send to the requesting party at the expense of each such requesting party (other than the Rating Agencies and the Depositor) for review by the Depositor, the Trustee, the Rating Agencies, any Certificateholder, any Person identified to the Servicer or the Special Servicer, as applicable, by a Certificateholder as a prospective transferee of a Certificate and any other Persons to whom the Servicer or the Special Servicer, as applicable, believes such disclosure to be appropriate the following items: (i) all financial statements, occupancy information, rent rolls, retail sales information, average daily room rates and similar information received by the Servicer or the Special Servicer, as applicable, from each Borrower, (ii) the inspection reports prepared by or on behalf of the Servicer or the Special Servicer, as applicable, in connection with the property inspections pursuant to Section 3.19, (iii) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Servicer or the Special Servicer, as applicable and (iv) any and all officer's certificates and other evidence delivered to the Trustee and the Depositor to support the Servicer's determination that any Advance was, or if made would be, a Nonrecoverable Advance. Copies of any and all of the foregoing items shall be available from the Servicer or the Special Servicer, as applicable, or the Trustee, as applicable, upon request. Nothing in this Section 3.22(c) shall require the Servicer or the Special Servicer to violate, in the judgment of the Servicer or the Special Servicer, as applicable, any applicable law prohibiting disclosure of information with respect to Borrower and the failure of the Servicer or the Special Servicer to provide access as provided under this Section 3.22(c) as a result of such law shall not constitute a breach of this Section. The Servicer or the Special Servicer may require that such party execute a reasonable confidentiality agreement customary in the industry with respect to such information. (d) Notwithstanding the obligations of the Trustee set forth in the preceding provisions of this Section 3.22, the Trustee, Servicer or Special Servicer may withhold any information not yet included in a Form 8-K filed with the Commission or otherwise made publicly available with respect to which it has determined that such withholding is appropriate. (e) Notwithstanding any provisions in this Agreement to the contrary, the Trustee shall not be required to review the content of any Exchange Act Report for compliance with applicable securities laws or regulations, completeness, accuracy or otherwise, and the Trustee shall not have any liability with respect to any Exchange Act Report filed with the Commission or delivered to Certificateholders. None of the Servicer, the Special Servicer and the Trustee shall be responsible for the accuracy or completeness of any information supplied by a Borrower or a third party for inclusion in any Form 8-K, and each of the Servicer, the Special Servicer and the Trustee shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense incurred in connection with any legal action relating to any statement or omission or alleged statement or omission therein. None of the Trustee, the Special Servicer, and the Servicer shall have any responsibility or liability with respect to any Exchange Act Report filed by the Depositor, and each of the Servicer, the Special Servicer and the Trustee shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense incurred in connection with any legal action relating to any statement or omission or alleged statement or omission therein.

Reports to the Securities and Exchange Commission; Available Information. (a) The Trustee the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust Fund's satisfying the reporting requirements under the Exchange Act. The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and sign10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Trustee shall sign and file (via EDGAR) such Forms on behalf of the Depositor, any until directed in writixx xx the Depositor to discontinue such filings. The Depositor hereby grants to the Trustee a limited power of attorney to execute and all Exchange Act Reports; provided, however, that file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Trustee from the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund of written termination of such power of attorney and (ii) the Special Servicer shall prepare and sign termination of the Trust Fund. Notwithstanding the foregoing, in the event that the Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to Depositor, 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) Trustee 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 prepare such Form 10-K to be signed by the Depositor and the Depositor shall identify sign such form. (b) A Form 8-K shall be filed by the aggregate number Trustee within 15 days after each Distribution Date, including a copy of Holders the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 each year (or such earlier date as may be required by the nearest Business Day if such date is not a Business Day) Exchange Act and the Rules and Regulations of the related year based on information provided Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's and the Special Servicer's annual statement of compliance described under Section 3.13 and the accountant's report described under Section 3.14, in each case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall provide have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit P (the "Certification"), which shall, except as described below, be signed by the senior officer of the Depositor in charge of securitization. Notwithstanding the foregoing, if the Commission determines that the Certification may be executed by multiple Persons, the Trustee shall sign the Certification, subject to the succeeding paragraph and Section 8.17(d) through 8.17(f), in respect of items 1 through 3 thereof, the Master Servicer shall cause its respective senior officers in charge of servicing to sign the Certification in respect of items 4 and 5 thereof to the extent such items relate to the duties and actions of the Master Servicer, and the Special Servicer with a list shall cause its respective senior officers in charge of Certificateholders servicing to sign the Certification in respect of items 4 and Direct Participants holding Public Certificates as of December 31 5 thereof to the extent such items relate to the duties and actions of the related year no later than two Business Days prior Special Servicer, and the Trustee may rely on the Certification signed by the Master Servicer and Special Servicer to the date same extent as provided in Section 8.17(c) below. The Master Servicer may rely on the Certification signed by the Special Servicer to the same extent as provided in Section 8.17(c) below. In the event the Commission determines that the Certification may be executed by multiple Persons, and with respect to the Trustee's obligation in the preceding paragraph to sign the Certification in respect of item 3, the Trustee's obligation to sign such Certification shall be conditioned upon the Trustee and the Depositor entering into an agreement with respect to the payment of a reasonable additional fee for the reasonable costs and expenses necessary for the Trustee to sign such Certification; provided, that in no event shall such fee exceed $15,000 annually. In the event that such agreement is not reached, the Depositor may continue to sign the portion of the Certification which the Trustee does not sign. Although it is the parties' intent that compliance by the parties with provisions of this Section 8.17 will constitute compliance with the review and certifications required by Section 302(a) of the Sarbanes-Oxley Act (the "Section 302 Requirements") or other applicabxx xxx, xx xxx interpretation thereof by the Commission's staff (including the issuance of additional guidance by such staff), if it is determined that additional or modified procedures are required, or, similarly, to the extent that certain certifications or procedures are not required, the parties hereto agree to negotiate in good faith to modify the provisions of this Section 8.17 to comply with such change or additional guidance. Notwithstanding any other provision herein, no consent of any Certificateholder shall be required to make any such modification or amendment to this Section 8.17 to make such changes as are described above. In addition, in no event shall the provisions set forth in this Section 8.17(b) limit the ability of, or impose an obligation on, the Trustee, the Master Servicer or the Special Servicer to conduct additional investigations determined by it to be necessary or appropriate (in accordance with the written advice of counsel) to comply with the Section 302 Requirements. (c) In the event the Certification is to be signed by an officer of the Depositor, the Trustee shall sign a certification (in the form attached hereto as Exhibit Q) for the benefit of the Depositor and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K), and the Master Servicer shall sign a certification (in the form attached hereto as Exhibit R-1) for the benefit of the Depositor and its officers, directors and Affiliates, and the Special Servicer shall sign a certification (in the form attached hereto as Exhibit R-2) for the benefit of the Depositor and the Master Servicer and their officers, directors and Affiliates. Each such certification shall be delivered to the Depositor, the Trustee and the Master Servicer, if applicable, by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). The Certification attached hereto as Exhibit Q shall be delivered to the Trustee for filing by March 20th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Trustee shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee's obligations under this Section 8.17 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Master Servicer and Special Servicer shall each severally and not jointly indemnify and hold harmless the Depositor, the Trustee and, in the case of the Special Servicer, the Master Servicer, and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer's or Special Servicer's obligations, as applicablethe case may be, is required to deliver under this Section 8.17 or the related Exchange Act Report to negligence, bad faith or willful misconduct of the Trustee. For each Exchange Act Report, the Master Servicer or the Special Servicer, as applicablethe case may be, shall prepare in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable to the Depositor as a manually-signed paper version result of the losses, claims, damages or liabilities of the Depositor in such report proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 8.17 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 8.17 or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Master Servicer as a result of the losses, claims, damages or liabilities of the Depositor or the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Depositor or the Master Servicer on the one hand and the Special Servicer on the other in connection with a breach of the Special Servicer's obligations under this Section 8.17 or the Special Servicer's negligence, bad faith or willful misconduct in connection therewith. (d) If the Trustee reasonably determines that it is required to file any Servicer Report or any other servicing information with the Commission to comply with the Sarbanes-Oxley Act, the Trustee may do so; provided that it has eithex (x) xxxxxxxx the Depositor with written advice from a national reputable counsel with an electronic version active commercial mortgage-backed securities practice reasonably acceptable to the Depositor at least 10 Business Days prior to the first occasion of such filing stating that the filing of any such Servicer Reports in the filings described in Section 8.17(a) is required to comply with the Section 302 Requirements, or (ii) received the prior written consent not to be unreasonably withheld of the Depositor to such filing. (e) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer, each Rating Agency and Special Servicer a copy of any such executed report, which version shall be prepared as a Microsoft Word for Windows file statement or information. (or in such other format as f) In performing its obligations under this Agreement, including but not limited this Section 8.17, none of the Trustee's or the Master Servicer, on behalf of the Trust Fund, the Depositor and the Servicer or the Special Servicer may agree)otherwise, providedshall be responsible or liable for compliance with any reporting or filing requirement under any state or federal securities laws, that, with respect except 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; andextent such requirement is specifically set forth in this Agreement.

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 with respect to the Mortgage Loans 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 Reports, so that such Exchange Act Reports may be timely filed by the Trustee. Manually-signed copies of each Exchange Act Report shall be delivered by the Trustee to the TrusteeDepositor to the attention of the Secretary (or such other Persons as are designated in writing by the Depositor). For each Exchange Act ReportOn 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 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 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 Financial Report is incomplete by the date on which required to be filed, the Trustee shall prepare, execute and file a Form 12b-25 and shall deliver a manually signed version of such form to the Depositor to the attention of the Secretary (or such other Persons as are designated in writing by the Depositor). (a) shall end. 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. (b) Prior to the filing on behalf of the Trust Fund, and effectiveness, of a Form 15, the Master Servicer shall promptly prepare and provide to the Trustee and the Special Servicer a report (each, a "Special Event Report") reporting (i) any notice from a Borrower or insurance company, or any knowledge otherwise obtained, regarding an upcoming voluntary or involuntary prepayment (including that resulting from a casualty or condemnation) or defeasance of all or part of the related Mortgage Loan (provided that a request by a Borrower or other Person for a quotation of the amount necessary to satisfy all obligations with respect to a Mortgage Loan shall not, in and of itself, be deemed to be such notice); (ii) any imminent or actual monetary default or other default on a Mortgage Loan the results of which the Master Servicer, after consultation with the Special Servicer, reasonably believes is likely to result in the acceleration of the indebtedness due under such Mortgage Loan; (iii) the results of any property inspection of which the Master Servicer has knowledge and which has revealed any material damage or deterioration or the presence of any environmental condition with respect to any Mortgaged Property; (iv) any notice from a Borrower, or any knowledge otherwise obtained, regarding any litigation involving such Borrower or any related Mortgaged Property which the Master Servicer reasonably believes is likely to have an adverse effect on the Mortgaged Property or the ability of such Borrower to pay the amounts due under the related Mortgage Loan; (v) any notice received from a Borrower, Manager or Managers or tenant of a Mortgaged Property, or any knowledge otherwise obtained, regarding the material default of such tenant under the terms of its lease or early termination by either the tenant or the Borrower of such lease, the bankruptcy of such tenant or its direct or indirect parent, the loss of a license or permit relating to the Mortgaged Property or other material adverse tenant activity; (vi) any amendment, modification or waiver of a material provision of a Mortgage Loan of which the Master Servicer has knowledge; and (vii) any event of which the Master Servicer has actual knowledge (other than an event covered by clause (i)) which would result in the release of any part of the Mortgaged Property; provided, however, that in the event that the Master Servicer after consulting with the Depositor and the Special Servicer determines in its good faith judgment that any of the preceding items will not materially affect the interests of the Certificateholders, the Master Servicer shall omit such item from the reporting obligation described above. With respect to any Specially Serviced Mortgage Loan or any REO Property, the Special Servicer shall report to the Master Servicer any of the foregoing events promptly upon the Special Servicer having knowledge of such event. In addition, in connection with their servicing of the Mortgage Loans, the Master Servicer and the Special Servicer shall provide to each other and to the Trustee written notice of any other known event with respect to a Mortgage Loan or REO Property that the Master Servicer or the Special Servicer, respectively, determines would have a material adverse effect on such Mortgage Loan or REO Property, which notice shall include an explanation as to the reason for such material adverse effect. (c) The Master Servicer or Special Servicer, as applicable, shall prepare (i) from time to time contact the Borrowers regarding the delivery of financial information required by the Loan Documents commencing at least 15 days prior to the date on which each Borrower is obligated to provide the Master Servicer or Special Servicer, as applicable, with quarterly and annual financial statements or reports so that such statements and reports will be delivered to the Master Servicer in a manually-signed paper version of timely fashion. The Master Servicer or Special Servicer, as applicable, will cause such report and (ii) an electronic version of such report, which version shall information to be prepared as a Microsoft Word for Windows file (or provided to the Trustee in such other format as the TrusteeTrustee may reasonably request to enable the Trustee to comply with the Exchange Act reporting requirements specifically set forth in this Section 3.20. Promptly following the end of each calendar quarter and the end of each calendar year, the Depositor Master Servicer shall prepare a Summary Report in the form of Exhibit H based on information provided to the Master Servicer by the Borrowers without modification, interpretation or analysis (except that the Master Servicer will use its best efforts to isolate management fees and funded reserves from Borrower reported expenses, if necessary). The Master Servicer shall deliver a copy of each Summary Report to the Trustee and the Servicer or Special Servicer. None of the Master Servicer, the Special Servicer and the Trustee shall be responsible for the completeness or accuracy of such information provided by the Borrowers (except that the Master Servicer will use its best efforts to correct patent errors). (d) The Master Servicer shall, in accordance with such reasonable rules and procedures as it may agreeadopt (which may include the requirement that an agreement that provides that such information shall be used solely for purposes of evaluating the investment characteristics of the Certificates be executed to the extent the Master Servicer deems such action to be necessary or appropriate), provided, that, with respect also make available any additional information relating to the electronic version Mortgage Loans, the Mortgaged Properties or the Borrowers, for review by the Depositor, the Rating Agencies, the Certificateholders, the Special Servicer and any other Persons to whom the Master Servicer believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by any related Loan Documents related to a Mortgage Loan. Consistent with the foregoing, the Master Servicer may, at its discretion, at the request of any of the Depositor, the Rating Agencies, the Trustee or any Certificateholder, but is not required to, prepare from information delivered by the Borrowers pursuant to any of the Loan Documents one or more reports in addition to the reports and information that the Master Servicer is required to furnish pursuant to this Agreement and may charge for such service a fee to any Person (other than the Rating Agencies) requesting a copy of any such additional report. The Master Servicer may, but is not required to, make information which is otherwise available to the public available on the Internet. (e) The Trustee shall deliver a copy of each Exchange Act Summary Report consisting and Annual Compliance Report to each Rating Agency and, upon request, to each Certificateholder and Beneficial Owner (provided that each Certificateholder and Beneficial Owner may only make one request per month and will be required to pay any expenses incurred by the Trustee in connection with the provision of such information). The Trustee shall also deliver a monthly Distribution Date Statementcopy of each Special Event Report to each Rating Agency, Certificateholder and, if known, Beneficial Owner within one Business Day of receipt. The Trustee shall so deliver the Servicer need only deliver an electronic version of the related foregoing information and reports and shall file such Summary Report and Annual Compliance Report annually on Form 10-K and shall file such Special Event Reports on Form 8-K and promptly upon the occurrence of the applicable event, in each case unless the Trust Fund is no longer filing Exchange Act Reports. The Trustee shall also make available at its offices primarily responsible for administration of the Trust Fund, during normal business hours, or send to the requesting party at the expense of each such requesting party (other than the Rating Agencies) for review by the Depositor, the Rating Agencies, any Certificateholder, any Person identified to the Trustee shall attach an electronic version by a Certificateholder as a prospective transferee of a Certificate and any other Persons to whom the related monthly Distribution Date Statement thereto as an exhibit. Exchange Act Reports consisting of Trustee believes such disclosure is appropriate, the following items: (i) a monthly Distribution Date Statement shall be filed within ten days after the related Distribution Date; this Agreement, (ii) a Comparative Financial Status Reportall Monthly Distribution Statements, Delinquent Loan Status Report(iii) all Annual Compliance Reports, 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(iv) shall be filed within ten days after each Distribution Date; andall Summary Reports and (v)

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

Reports to the Securities and Exchange Commission; Available Information. (a) The Trustee, the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust Fund's satisfying the reporting requirements under the Exchange Act. The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and sign10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Depositor, any until directed in writing by the Depositor to discontinue such filings. The Depositor hereby grants to the Trustee a limited power of attorney to execute and all Exchange Act Reports; provided, however, that file each such documents on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Trustee from the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund of written termination of such power of attorney and (ii) the Special Servicer shall prepare termination of the Trust Fund. Notwithstanding the foregoing, in the event that the Securities and sign Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to Depositor, 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) Trustee 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 prepare such Form 10-K to be signed by the Depositor and the Depositor shall identify sign such form. (b) A Form 8-K shall be filed by the aggregate number Trustee within 15 days after each Distribution Date, including a copy of Holders the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 each year (or such earlier date as may be required by the nearest Business Day if such date is not a Business Day) Exchange Act and the Rules and Regulations of the related year based on information provided Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's and the Special Servicer's annual statement of compliance described under Section 3.13 and the accountant's report described under Section 3.14, in each case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall provide have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit EE (the "Certification"), which shall, except as described below, be signed by the senior officer of the Depositor in charge of securitization. Notwithstanding the foregoing, if the Commission determines that the Certification may be executed by multiple Persons, the Trustee shall sign the Certification, subject to the succeeding paragraph and Section 8.17(d) through 8.17(f), in respect of items 1 through 3 thereof and the Master Servicer shall cause its respective senior officers in charge of servicing to sign the Certification in respect of items 4 and 5 thereof, and the Trustee may rely on the Certification signed by the Master Servicer to the same extent as provided in Section 8.17(c) below. The Master Servicer may rely on the Certification signed by the Special Servicer to the same extent as provided in Section 8.17(c) below. In the event the Commission determines that the Certification may be executed by multiple Persons, and with respect to the Trustee's obligation in the preceding paragraph to sign the Certification in respect of item 3, the Trustee's obligation to sign such Certification shall be conditioned upon the Trustee and the Depositor entering into an agreement with respect to the payment of a list of Certificateholders reasonable additional fee for the reasonable costs and Direct Participants holding Public Certificates as of December 31 expenses necessary for the Trustee to sign such Certification; provided, that in no event shall such fee exceed $15,000 annually. In the event that such agreement is not reached, the Depositor may continue to sign the portion of the related year Certification which the Trustee does not sign. Although it is the parties intent that compliance by the parties with provisions of this Section 8.17 will constitute compliance with the review and certifications required by Section 302(a) of the Sarbanes-Oxley Act (the "Section 302 Requirements") or other applicabxx xxx, xx xxx interpretation thereof by the Commission's staff (including the issuance of additional guidance by such staff), if it is determined that additional or modified procedures are required, or, similarly, to the extent that certain certifications or procedures are not required, the parties hereto agree to negotiate in good faith to modify the provisions of this Section 8.17 to comply with such change or additional guidance. Notwithstanding any other provision herein, no later than two consent of any Certificateholder shall be required to make any such modification or amendment to this Section 8.17 to make such changes as are described above. In addition, in no event shall the provisions set forth in this Section 8.17(b) limit the ability of, or impose an obligation on, the Trustee or the Master Servicer to conduct additional investigations determined by it to be necessary or appropriate (in accordance with the written advice of counsel) to comply with the Section 302 Requirements. (c) In the event the Certification is to be signed by an officer of the Depositor, the Trustee shall sign a certification (in the form attached hereto as Exhibit FF) for the benefit of the Depositor and its officers, directors and Affiliates in respect of items 1 through 3 of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K), and the Master Servicer and Special Servicer shall each sign a certification (in the form attached hereto as Exhibit FF) for the benefit of the Depositor, the Trustee and their officers, directors and Affiliates in respect of items 3 through 5 of the Certification. In addition, if the Certification may be signed jointly by the Trustee and the Master Servicer, the Special Servicer shall sign a certification (in the form attached hereto as Exhibit FF) for the benefit of the Depositor, the Trustee, the Master Servicer and their officers, directors and Affiliates in respect of items 3 through 5 of the Certification as items 3 through 5 relate to Specially Serviced Mortgage Loans and REO Loans and the Master Servicer shall sign a certification (in the form attached as Exhibit FF) for the benefit of the Trustee and the Depositor and their officers directors and Affiliates in respect of item 3 of the Certification. The Depositor, Trustee or the Master Servicer, as applicable shall deliver to the Special Servicer a draft of the Certification at least 5 Business Days prior to March 15th of each year. Each such certification shall be delivered to the date on which Depositor, the Trustee and the Master Servicer, if applicable, by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). The Certification attached hereto as Exhibit EE shall be delivered to the Trustee for filing by March 20th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Trustee shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee's obligations under this Section 8.17 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Master Servicer and Special Servicer shall each severally and not jointly indemnify and hold harmless the Depositor, the Trustee and, in the case of the Special Servicer, the Master Servicer, and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer's or Special Servicer, as applicable, is required to deliver 's obligations of the related Exchange Act Report to the Trustee. For each Exchange Act Report, the Master Servicer or the Special Servicer, as applicablethe case may be, shall prepare (i) a manually-signed paper version under this Section 8.17 or the negligence, bad faith or willful misconduct 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 Master Servicer or the Special Servicer Servicer, as the case may agree)be, providedin connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, that, with respect then (i) the Trustee agrees that it shall contribute to the electronic version of each Exchange Act Report consisting of amount paid or payable to the Depositor as a monthly Distribution Date Statement, the Servicer need only deliver an electronic version result of the related Form 8-K losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee shall attach an electronic version on the other in connection with a breach 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 Trustee's obligations under this Section 8.17 or the related Distribution Date; Trustee's negligence, bad faith or willful misconduct in connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a Comparative Financial Status Reportresult of the losses, Delinquent Loan Status Reportclaims, Historical Loss Estimate Reportdamages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 8.17 or the Master Servicer's negligence, Historical Loan Modification Reportbad faith or willful misconduct in connection therewith and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Master Servicer as a result of the losses, REO Status Reportclaims, Operating Statement Analysisdamages or liabilities of the Depositor or the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Depositor or the Master Servicer on the one hand and the Special Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 8.17 or the Special Servicer's negligence, NOI Adjustment Worksheetbad faith or willful misconduct in connection therewith. (d) If the Trustee reasonably determines that it is required to file any Servicer Report or any other servicing information with the Commission to comply with the Sarbanes-Oxley Act, Watch Listthe Trustee may do so, provided that it has eithex (x) xxxxxxxx the Depositor with written advice from a national reputable counsel with an active commercial mortgage-backed securities practice reasonably acceptable to the Depositor at least 10 Business Days prior to the first occasion of such filing stating that the filing of any such Servicer Reports in the filings described in Section 8.17(a) is required to comply with the Section 302 Requirements, or report pursuant (ii) received the prior written consent not to be unreasonably withheld of the Depositor to such filing. (e) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer and Special Servicer a copy of any such executed report, statement or information. (f) In performing its obligations under this Agreement, including but not limited this Section 4.02(b)(i) 8.17, none of the Trustee or the Master Servicer, on behalf of the Trust Fund, the Depositor or otherwise, shall be filed within ten days after each Distribution Date; andresponsible or liable for compliance with any reporting or filing requirement under any state or federal securities laws, except to the extent such requirement is specifically set forth in this Agreement.

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 Reports, so that such Exchange Act Reports may be timely filed by the Trustee. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor to the attention of the Secretary (or such other Persons as are designated in writing by the Depositor), with a copy to the Trustee. For 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 Financial Report is incomplete by the date on which required to be filed, the Trustee shall prepare and execute a Form 12b-25 and shall deliver a manually signed version of such form to the Depositor as provided above. 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 Reportor any regulations thereunder. Promptly following the 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 Exchange Act. Upon receipt of such notice from the Trustee, the Depositor shall file a Form 15 within 15 days following the end of the fiscal year in which such notice was delivered, to the extent that the filing of such Form 15 is, in the Depositor's opinion, consistent with the 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. (b) The Master Servicer, prior to the filing on behalf of the Trust Fund, and effectiveness, of a Form 15, shall promptly prepare and provide to the Trustee a report (each, a "Special Event Report") reporting (i) any notice from a Borrower or insurance company, or any knowledge otherwise obtained, regarding an upcoming voluntary or involuntary prepayment (including that resulting from a casualty or condemnation) or defeasance of all or part of the related Mortgage Loan (provided that a request by a Borrower or other Person for a quotation of the amount necessary to satisfy all obligations with respect to a Mortgage Loan shall not, in and of itself, be deemed to be such notice); (ii) any imminent or actual monetary default or other default on a Mortgage Loan the results of which the Master Servicer, after consultation with the Special Servicer, reasonably believes is likely to result in the acceleration of the indebtedness due under such Mortgage Loan; (iii) the results of any property inspection of which the Master Servicer has knowledge and which has revealed any material damage or deterioration or the presence of any environmental condition with respect to any Mortgaged Property; (iv) any notice from a Borrower, or any knowledge otherwise obtained, regarding any litigation involving such Borrower or any related Mortgaged Property which the Master Servicer reasonably believes is likely to have an adverse effect on the Mortgaged Property or the ability of such Borrower to pay the amounts due under the related Mortgage Loan; (v) any notice received from a Borrower, Manager or Managers or tenant of a Mortgaged Property, or any knowledge otherwise obtained, regarding the material default of such tenant under the terms of its lease or early termination by either the tenant or the Borrower of such lease, the bankruptcy of such tenant or its direct or indirect parent, the loss of a license or permit relating to the Mortgaged Property or other material adverse tenant activity; (vi) any amendment, modification or waiver of a material provision of a Mortgage Loan of which the Master Servicer has knowledge; and (vii) any event of which the Master Servicer has actual knowledge (other than an event covered by clause (i)) which would result in the release of any part of the Mortgaged Property; provided, however, that in the event that the Master Servicer after consulting with the Depositor and the Special Servicer determines in its good faith judgment that any of the preceding items will not materially affect the interests of the Certificateholders, the Master Servicer shall omit such item from the reporting obligation described above. With respect to any Specially Serviced Mortgage Loan or any REO Property, the Special Servicer shall report to the Master Servicer any of the foregoing events promptly upon the Special Servicer having knowledge of such event. In addition, in connection with their servicing of the Mortgage Loans, the Master Servicer and the Special Servicer shall provide to each other and to the Trustee written notice of any other known event with respect to a Mortgage Loan or REO Property that the Master Servicer or the Special Servicer, as applicablerespectively, shall prepare (i) determines would have a manually-signed paper version of material adverse effect on such report and (ii) an electronic version of such reportMortgage Loan or REO Property, which version notice shall include an explanation as to the reason for such material adverse effect. (c) The Master Servicer shall collect on a monthly basis all information required pursuant to the Mortgage Loans. The Master Servicer shall from time to time contact the Borrowers regarding the delivery of financial information required by the Loan Documents commencing at least 15 days prior to the date on which each Borrower is obligated to provide the Master Servicer with quarterly and annual financial statements or reports so that such statements and reports will be prepared as delivered to the Master Servicer in a Microsoft Word for Windows file (or timely fashion. The Master Servicer will cause such information to be provided to the Trustee in such other format as the TrusteeTrustee may reasonably request to enable the Trustee to comply with the Exchange Act reporting requirements specifically set forth in this Section 3.20. Promptly following the end of each calendar quarter and the end of each calendar year, the Depositor Master Servicer shall prepare a Summary Report in the form of Exhibit H based on information provided to the Master Servicer by the Borrowers without modification, interpretation or analysis (except that the Master Servicer will use its best efforts to isolate management fees and funded reserves from Borrower reported expenses, if necessary). The Master Servicer shall deliver a copy of each Summary Report to the Servicer or Trustee. None of the Master Servicer, the Special Servicer and the Trustee shall be responsible for the completeness or accuracy of such information provided by the Borrowers (except that the Master Servicer will use its best efforts to correct patent errors). (d) The Master Servicer shall, in accordance with such reasonable rules and procedures as it may agreeadopt (which may include the requirement that an agreement that provides that such information shall be used solely for purposes of evaluating the investment characteristics of the Certificates be executed to the extent the Master Servicer deems such action to be necessary or appropriate), provided, that, with respect also make available any additional information relating to the electronic version Mortgage Loans, the Mortgaged Properties or the Borrowers, for review by the Depositor, the Rating Agencies, the Certificateholders and any other Persons to whom the Master Servicer believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by any related Loan Documents related to a Mortgage Loan. Consistent with the foregoing, the Master Servicer may, at its discretion, at the request of any of the Depositor, the Rating Agencies, the Trustee or any Certificateholder, but is not required to, prepare from information delivered by the Borrowers pursuant to any of the Loan Documents one or more reports in addition to the reports and information that the Master Servicer is required to furnish pursuant to this Agreement and may charge for such service a fee to any Person requesting a copy of any such additional report. The Master Servicer may, but is not required to, make information which is otherwise available to the public available on the Internet. (e) The Trustee shall deliver a copy of each Exchange Act Summary Report consisting and Annual Compliance Report to each Rating Agency and, upon request, to each Certificateholder and Beneficial Owner (provided that each Certificateholder and Beneficial Owner may only make one request per month and will be required to pay any expenses incurred by the Trustee in connection with the provision of such information). The Trustee shall also deliver a monthly Distribution Date Statementcopy of each Special Event Report to each Rating Agency, Certificateholder and, if known, Beneficial Owner within one Business Day of receipt. The Trustee shall so deliver the Servicer need only deliver an electronic version of the related foregoing information and reports and shall file such Summary Report and Annual Compliance Report annually on Form 10-K and shall file such Special Event Reports on Form 8-K and promptly upon the occurrence of the applicable event, in each case unless the Trust Fund is no longer filing Exchange Act Reports. The Trustee shall also make available at its offices primarily responsible for administration of the Trust Fund, during normal business hours, or send to the requesting party at the expense of each such requesting party (other than the Rating Agencies) for review by the Depositor, the Rating Agencies, any Certificateholder, any Person identified to the Trustee shall attach an electronic version by a Certificateholder as a prospective transferee of a Certificate and any other Persons to whom the related monthly Distribution Date Statement thereto as an exhibit. Exchange Act Reports consisting of Trustee believes such disclosure is appropriate, the following items: (i) a monthly Distribution Date Statement shall be filed within ten days after the related Distribution Date; this Agreement, (ii) a Comparative Financial Status Reportall Monthly Distribution Statements, Delinquent Loan Status Report(iii) all Annual Compliance Reports, 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(iv) shall be filed within ten days after each Distribution Date; andall Summary Reports and (v)

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 DepositorSeller, and at the expense of the Seller, 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 Seller shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund Fund. In the event the Seller notifies the Trustee, the Master Servicer and the Special Servicer in writing as to any change in the Exchange Act reporting requirements applicable to the Certificates, the Trustee, the Special Servicer and the Master Servicer shall conform the reportings obligations as set forth herein to any such changes as notified by the Seller. The Master Servicer and the Special Servicer agree to provide such information to the Trustee and such entity as is designated by the Seller pursuant to Section 3.20(f) in a timely fashion as may be requested by the Trustee in connection with such Exchange Act Reports, so that such Exchange Act Reports may be timely filed by the Trustee. Manually-signed copies of each Exchange Act Report shall be delivered to the Seller to the attention of the Secretary (or such other Persons as are designated in writing by the Seller), with a copy to the Trustee. (a) the most recent monthly operating statement received from each Borrower including a statement or specific notation of capital expenditures, leasing commissions, and tenant improvements; and (b) to the extent received since the filing of the immediately preceding Form 8-K filed pursuant to this paragraph with respect to each Mortgage Loan: (1) an officer's certificate of the Borrower, (2) occupancy reports, (3) tenant sales per square foot and rent per square foot by merchandise category, (4) all tenant notices, and (5) tenant change reports or listing of tenants that declared bankruptcy or had lease expirations that did not renew. On a quarterly basis, the Trustee will file, to the extent the Trustee receives the information set forth below in electronic format, 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 Cadillac Fairview Pool Loan, the Century Plaza Towers Loan, and the AAPT 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, the Cadillac Fairview Pool Loan and the Century Plaza Towers Loan) 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 AAPT Pool Loan) shall consist of summarized quarterly financial information (substantially in the form set forth in Exhibit A-3 to the Seller's Prospectus Supplement dated August 7, 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. In addition, to the extent received since the filing of the immediately preceding Financial Report filed pursuant to this paragraph with respect to the other Mortgage Loans, the Trustee shall promptly file the quarterly financial statements for each Borrower (other than the 380 Madison Borrower) received pursuant to the Loan Documents. On an annual basis, the Trustee will file, to the extent the Trustee receives the information set forth below in electronic format, 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 Cadillac Fairview Pool Loan, the Century Plaza Towers Loan, and the AAPT Pool 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, the Cadillac Fairview Pool Loan and the Century Plaza Towers Loan) 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 AAPT Pool Loan) shall consist of summarized annual financial information (substantially in the form set forth in Exhibit A-3 to the Seller's Prospectus Supplement dated August 7, 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. In addition, to the extent received since the filing of the immediately preceding Financial Report filed pursuant to this paragraph with respect to the other Mortgage Loans, the Trustee shall promptly file the annual audited financial statements for each Borrower (other than the 380 Madison Borrower in which case the statements may be unaudited) received pursuant to the Loan Documents. 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 Financial Report is incomplete by the date on which required to be filed, the Trustee shall prepare and execute a Form 12b-25 and shall deliver a manually signed version of such form to the Seller as provided above. None of the Master Servicer, the Special Servicer and the Trustee shall (i) file a Form ID with respect to the Seller 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 Seller or the continued reporting is prohibited under the Exchange Act or any regulations thereunder. Upon the written request of the Seller, the Trustee shall file a Form 15 relating to the Trust Fund with the Commission and send a copy thereof to the Seller. (b) The Master Servicer shall promptly prepare and provide to the Trustee a report (each, a "Special Event Report") reporting (i) any notice from a Borrower or insurance company, or any knowledge otherwise obtained, regarding an upcoming voluntary or involuntary prepayment (including that resulting from a casualty or condemnation) or defeasance of all or part of the related Mortgage Loan (provided that a request by a Borrower or other Person for a quotation of the amount necessary to satisfy all obligations with respect to a Mortgage Loan shall not, in and of itself, be deemed to be such notice); (ii) any imminent or actual monetary default or other default on a Mortgage Loan the results of which the Master Servicer, after consultation with the Special Servicer, reasonably believes is likely to result in the acceleration of the indebtedness due under such Mortgage Loan; (iii) the results of any property inspection of which the Master Servicer has knowledge and which has revealed any material damage or deterioration or the presence of any environmental condition with respect to any Mortgaged Property; (iv) any notice from a Borrower, or any knowledge otherwise obtained, regarding any litigation involving such Borrower or any related Mortgaged Property which the Master Servicer reasonably believes is likely to have an adverse effect on the Mortgaged Property or the ability of such Borrower to pay the amounts due under the related Mortgage Loan; (v) any notice received from a Borrower, Manager or tenant of a Mortgaged Property, or any knowledge otherwise obtained, regarding the material default of such tenant under the terms of its lease or early termination by either the tenant or the Borrower of such lease, the bankruptcy of such tenant or its direct or indirect parent, the loss of a license or permit relating to the Mortgaged Property or other material adverse tenant activity; (vi) any amendment, modification or waiver of a material provision of a Mortgage Loan of which the Master Servicer has knowledge; (vii) any event of which the Master Servicer has actual knowledge (other than an event covered by clause (i)) which would result in the release of any part of the Mortgaged Property; (viii) with respect to the Cadillac Fairview Pool Loan, any lease termination notice, an announced store closing, or a bankruptcy filing involving an anchor tenant without a corresponding replacement tenant, (ix) with respect to the Century Plaza Towers Loan, any lease termination notice or a bankruptcy filing involving a tenant representing greater than 5% of the total annualized base rent for the Mortgaged Property without a corresponding replacement tenant, (x) with respect to the AAPT Pool Loan, any lease termination notice or a bankruptcy filing involving a tenant representing greater than 5% of the total annualized base rent for the AAPT Pool Loan without a corresponding replacement tenant, (xi) with respect to the 300 Xxxxxxx Xxxxxx Loan, any lease termination notice from The Chase Manhattan Bank or a request for a modification or termination of the master lease or a material default under the master lease, (xii) with respect to the CAP Pool Loan, any lease termination notice or a bankruptcy filing involving a tenant representing greater than 5% of the total annualized base rent for the CAP Pool Loan without a corresponding replacement tenant, (xiii) with respect to the Whitehall Pool Loan, any lease termination notice or a bankruptcy filing involving a tenant representing greater than 5% of the total annualized base rent for the Whitehall Pool Loan without a corresponding replacement tenant, (xiv) with respect to the Ritz Plaza Loan, any lease termination notice from either the Government Services Administration or Lucent Technologies without a corresponding replacement tenant, and (xv) with respect to the Montehiedra Loan, any lease termination notice, an announced store closing, or a bankruptcy filing involving an anchor tenant without a corresponding replacement tenant; provided, however, that in the event that the Master Servicer after consulting with the Seller and the Special Servicer determines in its good faith judgment that any of the preceding items will not materially affect the interests of the Certificateholders, the Master Servicer shall omit such item from the reporting obligation described above. With respect to any Specially Serviced Mortgage Loan or any REO Property, the Special Servicer shall prepare and sign on behalf report to the Master Servicer any of the Depositor foregoing events promptly upon the Special Servicer having knowledge of such event. In addition, in connection with their servicing of the Mortgage Loans, the Master Servicer and the Special Servicer shall provide to each other and to the Trustee written notice of any other known event with respect to a Mortgage Loan or REO Property that the Master Servicer or the Special Servicer, respectively, determines would have a material adverse effect on such Mortgage Loan or REO Property, which notice shall include an explanation as to the reason for such material adverse effect. (c) The Master Servicer shall collect on a monthly basis all information required pursuant to the Mortgage Loans. The Master Servicer shall from time to time contact the Borrowers regarding the delivery of financial information required by the Loan Documents commencing at least 15 days prior to the date on which each Borrower is obligated to provide the Master Servicer with quarterly and annual financial statements or reports so that such statements and reports will be delivered to the Master Servicer in a timely fashion. The Master Servicer will cause such information to be provided for the Trustee to enable the Trustee to comply with the Exchange Act reporting requirements in this Section 3.20. Promptly following the end of each calendar quarter and the end of each calendar year, the Master Servicer shall prepare a Summary Report in the form of Exhibit H based on information provided to the Master Servicer by the Borrowers without modification, interpretation or analysis (except that the Master Servicer will use its best efforts to isolate management fees and funded reserves from Borrower reported expenses, if necessary). The Master Servicer shall deliver a copy of each Summary Report to the Trustee. None of the Master Servicer, the Special Servicer and the Trustee shall be responsible for the completeness or accuracy of such information provided by the Borrowers (except that the Master Servicer will use its best efforts to correct patent errors). (d) The Master Servicer shall, in accordance with such reasonable rules and procedures as it may adopt (which includes may include the requirement that an agreement that provides that such information shall be used solely for purposes of evaluating the investment characteristics of the Certificates be executed to the extent the Master Servicer deems such action to be necessary or appropriate), also make available any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Borrowers, for review by the Seller, the Rating Agencies, the Certificateholders and any other Persons to whom the Master Servicer believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by any related Loan Documents related to a Mortgage Loan. The Master Servicer may, but is not required to, make information which is otherwise available to the public available on the Internet. (e) The Trustee shall deliver a copy of each Summary Report and Annual Compliance Report relating to each Rating Agency and, upon request, to each Certificateholder and Beneficial Owner (provided that each Certificateholder and Beneficial Owner may only make one request per month and will be required to pay any expenses incurred by the Trustee in connection with the provision of such information). The Trustee shall also deliver a copy of each Special ServicerEvent Report to each Rating Agency, Certificateholder and, if known, Beneficial Owner within one Business Day of receipt. 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) The Trustee shall be prepared as an exhibit or exhibits to a Form 8-K. Each Exchange Act Report consisting of an so deliver the foregoing information and reports and shall file such Summary Reports and Annual Compliance Report shall be prepared as exhibits to an Annual Report Reports annually on Form 10-K and shall identify file such Special Event Reports on Form 8-K promptly upon 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) occurrence of the related year based on information provided by applicable event, in each case unless the TrusteeTrust Fund is no longer filing Exchange Act Reports. 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 also make available at its offices primarily responsible for administration of the related year no later than two Business Days prior Trust Fund, during normal business hours, or send to the date on which requesting party at the Servicer or Special Servicerexpense of each such requesting party (other than the Rating Agencies) for review by the Seller, as applicablethe Rating Agencies, is required to deliver the related Exchange Act Report any Certificateholder, any Person identified to the Trustee. For each Exchange Act ReportTrustee by a Certificateholder as a prospective transferee of a Certificate and any other Persons to whom the Trustee believes such disclosure is appropriate, the Servicer or the Special Servicer, as applicable, shall prepare following items: (i) a manually-signed paper version of such report and this Agreement, (ii) an electronic version of such reportall Monthly Distribution Statements, which version shall be prepared as a Microsoft Word for Windows file (or in such other format as the Trusteeiii) all Annual Compliance Reports, the Depositor (iv) all Summary Reports and the Servicer or the Special Servicer may agree(v), 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

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 Nez Mustafic, with a copy to Xxxxxxxx Xxxxxxx, Esq. (or such other Persons as are designated in writing 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 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. (b) The Servicer or the Special Servicer with respect to Specially Serviced Mortgage Loans shall, in accordance with such reasonable rules and procedures as it may adopt (which may include the requirement that an agreement that provides that such information shall be used solely for purposes of evaluating the investment characteristics of the Certificates be executed to the extent the Servicer, or the Special Servicer with respect to Specially Serviced Mortgage Loans, deems such action to be necessary or appropriate), also, make available any information relating to the Mortgage Loans, the Mortgaged Properties or the Borrowers, for review by the Depositor, the Rating Agencies and any other Persons to whom the Servicer, or the Special Servicer with respect to Specially Serviced Mortgage Loans, believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by any related Loan Documents related to a Mortgage Loan. In connection with providing or granting any information or access pursuant to this paragraph, the Servicer and the Special Servicer may require payment from the Depositor, or other Persons (other than the Rating Agencies) of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including, without limitation, copy charges and, in the case of any such party requiring on-site review in excess of three Business Days, reasonable fees for employee time and for space; provided that no charge may be made if such information or access was required to be given or made available under applicable law. (c) The Servicer and the Special Servicer shall make available at their offices during normal business hours, or send to the requesting party at the expense of each such requesting party (other than the Rating Agencies and the Depositor) for review by the Depositor, the Trustee, the Rating Agencies, any Certificateholder, any Person identified to the Servicer or the Special Servicer, as applicable, by a Certificateholder as a prospective transferee of a Certificate and any other Persons to whom the Servicer or the Special Servicer, as applicable, believes such disclosure to be appropriate the following items: (i) all financial statements, occupancy information, rent rolls, retail sales information, average daily room rates and similar information received by the Servicer or the Special Servicer, as applicable, from each Borrower, (ii) the inspection reports prepared by or on behalf of the Servicer or the Special Servicer, as applicable, in connection with the property inspections pursuant to Section 3.19, (iii) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Servicer or the Special Servicer, as applicable and (iv) any and all officer's certificates and other evidence delivered to the Trustee and the Depositor to support the Servicer's determination that any Advance was, or if made would be, a Nonrecoverable Advance. Copies of any and all of the foregoing items shall be available from the Servicer or the Special Servicer, as applicable, or the Trustee, as applicable, upon request. Nothing in this Section 3.22(c) shall require the Servicer or the Special Servicer to violate, in the judgment of the Servicer or the Special Servicer, as applicable, any applicable law prohibiting disclosure of information with respect to Borrower and the failure of the Servicer or the Special Servicer to provide access as provided under this Section 3.22(c) as a result of such law shall not constitute a breach of this Section. (d) Notwithstanding the obligations of the Trustee set forth in the preceding provisions of this Section 3.22, the Trustee, Servicer or Special Servicer may withhold any information not yet included in a Form 8-K filed with the Commission or otherwise made publicly available with respect to which it has determined that such withholding is appropriate. (e) Notwithstanding any provisions in this Agreement to the contrary, the Trustee shall not be required to review the content of any Exchange Act Report for compliance with applicable securities laws or regulations, completeness, accuracy or otherwise, and the Trustee shall not have any liability with respect to any Exchange Act Report filed with the Commission or delivered to Certificateholders. None of the Servicer, the Special Servicer and the Trustee shall be responsible for the accuracy or completeness of any information supplied by a Borrower or a third party for inclusion in any Form 8-K, and each of the Servicer, the Special Servicer and the Trustee shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense incurred in connection with any legal action relating to any statement or omission or alleged statement or omission therein. None of the Trustee, the Special Servicer, and the Servicer shall have any responsibility or liability with respect to any Exchange Act Report filed by the Depositor, and each of the Servicer, the Special Servicer and the Trustee shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense incurred in connection with any legal action relating to any statement or omission or alleged statement or omission therein.

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 the occurrence of an event being reported or the date on which the Master Servicer has knowledge of the occurrence of such event, whichever is later. Electronic versions of each Exchange Act Report shall be delivered by the Trustee, with respect to the Monthly Distribution DateStatement, 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 Depositor, the Trustee and the Master Servicer. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor to the address shown in this Agreement (or such other Persons as are designated in writing by the Depositor), with a copy to the Trustee. 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 for filing by means of the EDGAX xxxtem. None of the Master Servicer, the Special Servicer and the Trustee shall file a Form ID with respect to the Depositor. For as long as the Trust Fund is required to file Exchange Act Reports, the Trustee shall 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 this Agreement or applicable law. (b) For as long as the Trust Fund is required to file Exchange Act Reports, the Master Servicer shall promptly prepare a report (each, a "Special Event Report") reporting (i) any notice from a Mortgagor or insurance company, or any knowledge otherwise obtained, regarding an upcoming voluntary or involuntary prepayment (including that resulting from a casualty or condemnation); provided that a request by a Mortgagor or other Person for a quotation of the amount necessary to satisfy all obligations with respect to a Mortgage Loan shall not, in and of itself, be deemed to be such notice; (ii) any imminent or actual default on a Mortgage Loan that results or which the Master Servicer, after consultation with the Special Servicer, reasonably believes is likely to result in the acceleration of the indebtedness due under such Mortgage Loan; (iii) the results of any property inspection which has revealed any material damage or deterioration or the presence of any environmental condition with respect to any Mortgaged Property; (iv) any notice from a Mortgagor, or any knowledge otherwise obtained, regarding any litigation involving such Mortgagor or any related Mortgaged Property which the Master Servicer reasonably believes is likely to have an adverse effect on the Mortgaged Property or the ability of such Mortgagor to pay the amounts due under the related Mortgage Loan; (v) any notice received from a Mortgagor, Manager or tenant of a Mortgaged Property, or any knowledge otherwise obtained, regarding the material default of such tenant under the terms of its lease or early termination by either the tenant or the Mortgagor of such lease, the bankruptcy of such tenant or its direct or indirect parent, or the loss of a license or permit relating to the Mortgaged Property; (vi) any amendment, modification or waiver of a material provision of a Mortgage Loan; (vii) any event of which the Master Servicer has actual knowledge (other than an event covered by clause (i)) which would result in the release of any part of the Mortgaged Property; provided, however, that in the event that the Master Servicer after consulting with the Depositor and the Special Servicer determines in its good faith judgment that any of the The Special Servicer shall report to the Master Servicer any circumstance which, in the reasonable judgment of the Special Servicer constitutes one of the foregoing events within five Business Days of the Special Servicer having knowledge of such circumstance. In addition, in connection with their servicing of the Mortgage Loans, the Master Servicer and the Special Servicer shall provide to each other and to the Trustee written notice of any other known event with respect to a Mortgage Loan or REO Property that the Master Servicer or the Special Servicer, respectively, determines would have a material adverse effect on such Mortgage Loan or REO Property, which notice shall include an explanation as to the reason for such material adverse effect. (c) The Special Servicer shall collect all information available pursuant to the Specially Serviced Mortgage Loans and shall furnish such information, without modification, interpretation or analysis (except that the Special Servicer will use its best efforts to isolate management fees and funded reserves from Mortgagor reported expenses, if necessary), to the Master Servicer on or prior to the tenth day of each month with respect to information relating to the prior month and in a form sufficient to permit the Master Servicer to fulfill its obligations in this Section. Once per applicable period, the Master Servicer shall prepare a Summary Report based on information provided to the Master Servicer by the Special Servicer and similar information collected by the Master Servicer available pursuant to the non-Specially Serviced Mortgage Loans. The Master Servicer shall deliver a copy of each Summary Report to each Rating Agency and the Trustee and will publish such Summary Report (deleting all information identifying Mortgagors) on a World Wide Web site maintained by it. The Master Servicer will advise the Trustee of the address of its Web site. None of the Master Servicer, the Special Servicer and the Trustee shall be responsible for the completeness or accuracy of such information provided by the Mortgagors. (d) To the extent that the expenses or duties of the Master Servicer are not materially increased, the Master Servicer shall, in accordance with such reasonable rules and procedures as it may adopt (which may include the requirement that an agreement that provides that such information shall be used solely for purposes of evaluating the investment characteristics of the Certificates be executed to the extent the Master Servicer deems such action to be necessary or appropriate), also make available any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors, for review by the Depositor, the Rating Agencies and any other Persons to whom the Master Servicer believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by any related Loan Documents related to a Mortgage Loan; provided, however, that under the SouthTrust Subservicing Agreement the subservicer has no obligation to make available or supply information required under this Section 3.22(d) to such other Persons if in doing so the subservicer is subject to any material additional expense beyond that required hereunder not otherwise reimbursable under the terms of this Agreement, and in such case the Master Servicer shall not provide such additional information relating to SouthTrust Loans. (e) The Trustee shall deliver a copy of each Summary Report and Annual Compliance Statement to each Rating Agency and, upon request, to each Certificateholder and Beneficial Owner (provided that each Certificateholder and Beneficial Owner may only make one request per month and will be required to pay any expenses incurred by the Trustee in connection with the provision

Reports to the Securities and Exchange Commission; Available Information. (a) The Based on information furnished to it by the Master Servicer shall and the Seller (in 80 column unformatted electronic format acceptable to the Trustee) the Trustee will prepare and signfile with the Securities and Exchange Commission on Forms 8-K and 10-K (including XXXXX xxxxxxx), 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 the Monthly Distribution Statements and any information reports requested by the Seller provided to it by the Seller in 80 column unformatted electronic format. The Trustee shall have no responsibility to file any items other than those specified in this Section. Prior to January 2, 2000 (ii) and each anniversary thereafter until directed by the Special Servicer shall prepare and sign on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating Seller 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 file a Form 8-K. Each Exchange Act Report consisting of an Annual Compliance Report 15 delisting the transaction), the Trustee shall be prepared as exhibits hire counsel selected by the Seller to an Annual Report file reports on Form 10-K on behalf of the Trust Fund for the preceding fiscal year. Any fees and expenses incurred by the Trustee in connection with this Section (including reasonable attorneys' fees) shall identify be reimbursed to it by the aggregate number Seller. Manually-signed copies of Holders each report shall be delivered to the Seller to the attention of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 the Secretary (or the nearest Business Day if such date is not a Business Day) of the related year based on information provided other Persons as are designated in writing by the Seller), with a copy to the Trustee. The Trustee shall provide . (b) [Reserved] (c) Upon reasonable advance notice, the Master 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 shall make available at its offices during normal business hours, or send to the date on which requesting party at the Servicer or Special Servicerexpense of each such requesting party (other than the Rating Agencies) for review by the Seller, as applicablethe Trustee, is required to deliver the related Exchange Act Report Rating Agencies, any Certificateholder, any Person identified to the Trustee. For each Exchange Act Report, the Master Servicer or the Special Servicer, as applicable, shall prepare (i) by a manually-signed paper version of such report and (ii) an electronic version of such report, which version shall be prepared Certificateholder as a Microsoft Word for Windows file (or in such prospective transferee of a Certificate and any other format as Persons to whom the Trustee, the Depositor and the Master Servicer or the Special Servicer, as applicable, believes such disclosure to be appropriate the following items: (i) all financial statements, occupancy information, rent rolls and similar information received by the Master Servicer or the Special Servicer, as applicable, from each Borrower, (ii) the inspection reports prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, in connection with the property inspections pursuant to Section 3.19, (iii) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Master Servicer or the Special Servicer, as applicable, and (iv) any and all officer's certificates and other evidence delivered to the Trustee and the Seller to support the Master Servicer's determination that any Advance was, or if made would be, a Nonrecoverable Advance. The Master Servicer or Special Servicer, as the case may agree)be, provided, that, may require that such party execute a reasonable confidentiality agreement customary in the industry (and approved by the Seller) with respect to the electronic version such information. Copies of each Exchange Act Report consisting of a monthly Distribution Date Statement, the Servicer need only deliver an electronic version any and all 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 foregoing items shall be filed within ten days after available from the related Distribution Date; (ii) a Comparative Financial Status ReportMaster Servicer or the Special Servicer, Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report, REO Status Report, Operating Statement Analysis, NOI Adjustment Worksheet, Watch Listas applicable, or report pursuant to Section 4.02(b)(i) shall be filed within ten days after each Distribution Date; andthe Trustee, as applicable, upon request at the requesting party's expense.

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer Depositor shall prepare for filing, and signthe Trustee shall execute, on behalf of the DepositorTrust Fund, and file with the Securities and Exchange Commission, 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 Reports; Act. 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 Trustee with respect to any liability, cost or expenses, including reasonable attorneys' fees, arising from the Trustee'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 contribute to the Commission amount paid by the initial Form 8-K relating 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 fault. (b) The Master Servicer shall maintain at its office primarily responsible for administration of the Trust Fund and shall, upon reasonable advance notice, make available (iia) since 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 StatementClosing Date, 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(C) 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 all Officers' 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 delivered by the Trustee. The Trustee shall provide the Master Servicer and the Special Servicer with a list to the Trustee since the Closing Date pursuant to Section 3.13, (D) all accountants' reports caused to be delivered by the Master Servicer and the Special Servicer to the Trustee since the Closing Date pursuant to Section 3.14, (E) the most recent inspection report prepared by the Special Servicer or the Master Servicer and delivered to the Master Servicer in respect of Certificateholders each Mortgaged Property pursuant to Section 3.12(a), (F) the most recent annual operating statement and Direct Participants holding Public Certificates as rent roll of December 31 each related Mortgaged Property and financial statements of the related year no later than two Business Days prior Mortgagor collected by the Master Servicer or the Special Servicer and delivered to the date on which Trustee pursuant to Section 3.12(b), together with the Servicer or Special Servicer, as applicable, is required accompanying written reports to deliver be prepared by the related Exchange Act Report to the Trustee. For each Exchange Act Report, the Master Servicer or the Special Servicer, as applicablethe case may be, shall prepare and delivered to the Trustee pursuant to Section 3.12(b), (G) any and all notices and reports delivered to the Master Servicer with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 3.09(c) revealed that any of the conditions set forth in clauses (i) a manually-signed paper version of such report and (ii) an electronic version of such reportthe first sentence thereof was not satisfied, which version shall be prepared as (H) all Updated Mortgage Loan Schedules and Collection Reports delivered by the Master Servicer to the Trustee since the Closing Date pursuant to Sections 3.12(c) and 4.02(b), respectively, (I) any and all modifications, waivers and amendments of the terms of a Microsoft Word for Windows file (Mortgage Loan entered into or in such other format as consented to by the Trustee, the Depositor and the Master Servicer or the Special Servicer may agree), provided, that, with respect and delivered 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)(i3.20, and (J) any and all Officers' Certificates and other evidence delivered to the Trustee to support the Master Servicer's or the Special Servicer's, as the case may be, determination that any Advance was or, if made, would be, a Nonrecoverable Advance. The Master Servicer shall make available copies of any and all of the foregoing items upon request of any of the parties set forth in the previous sentence; however, the Master Servicer shall be filed within ten days after each Distribution Date; andpermitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies.

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; andStatement

Reports to the Securities and Exchange Commission; Available Information. (a) The Trustee the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust Fund’s satisfying the reporting requirements under the Exchange Act. The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and sign10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Trustee shall sign and file (via XXXXX) such Forms on behalf of the Depositor, any until directed in writing by the Depositor to discontinue such filings. The Depositor hereby grants to the Trustee a limited power of attorney to execute and all Exchange Act Reports; provided, however, that file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Trustee from the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund of written termination of such power of attorney and (ii) the Special Servicer shall prepare and sign termination of the Trust Fund. Notwithstanding the foregoing, in the event that the Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to Depositor, 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) Trustee 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 prepare such Form 10-K to be signed by the Depositor and the Depositor shall identify sign such form. (b) A Form 8-K shall be filed by the aggregate number Trustee within 15 days after each Distribution Date, including a copy of Holders the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of Public Certificates and Direct Participants holding positions each year beginning in Public Certificates as of December 31 2006 (or such earlier date as may be required by the nearest Business Day if such date is not a Business Day) Exchange Act and the Rules and Regulations of the related year based on information provided Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits the Master Servicer’s and the Special Servicer’s annual statement of compliance described under Section 3.13 and the accountant’s report described under Section 3.14, in each case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall provide have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee’s inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit P (the “Certification”), which shall, except as described below, be signed by the senior officer of the Depositor in charge of securitization. Notwithstanding the foregoing, if the Commission determines that the Certification may be executed by multiple Persons, the Trustee shall sign the Certification, subject to the succeeding paragraph and Section 8.17(d) through 8.17(f), in respect of items 1 through 3 thereof, the Master Servicer shall cause its respective senior officers in charge of servicing to sign the Certification in respect of items 4 and 5 thereof to the extent such items relate to the duties and actions of the Master Servicer, and the Special Servicer shall cause its respective senior officers in charge of servicing to sign the Certification in respect of items 4 and 5 thereof to the extent such items relate to the duties and actions of the Special Servicer, and the Trustee may rely on the Certification signed by the Master Servicer and Special Servicer to the same extent as provided in Section 8.17(c) below. The Master Servicer may rely on the Certification signed by the Special Servicer to the same extent as provided in Section 8.17(c) below. In the event the Commission determines that the Certification may be executed by multiple Persons, and with respect to the Trustee’s obligation in the preceding paragraph to sign the Certification in respect of item 3, the Trustee’s obligation to sign such Certification shall be conditioned upon the Trustee and the Depositor entering into an agreement with respect to the payment of a reasonable additional fee for the reasonable costs and expenses necessary for the Trustee to sign such Certification; provided, that in no event shall such fee exceed $15,000 annually. In the event that such agreement is not reached, the Depositor may continue to sign the portion of the Certification which the Trustee does not sign. Although it is the parties’ intent that compliance by the parties with provisions of this Section 8.17 will constitute compliance with the review and certifications required by Section 302(a) of the Xxxxxxxx-Xxxxx Act (the “Section 302 Requirements”) or other applicable law, or the interpretation thereof by the Commission’s staff (including the issuance of additional guidance by such staff), if it is determined that additional or modified procedures are required, or, similarly, to the extent that certain certifications or procedures are not required, the parties hereto agree to negotiate in good faith to modify the provisions of this Section 8.17 to comply with such change or additional guidance. Notwithstanding any other provision herein, no consent of any Certificateholder shall be required to make any such modification or amendment to this Section 8.17 to make such changes as are described above. In addition, in no event shall the provisions set forth in this Section 8.17(b) limit the ability of, or impose an obligation on, the Trustee or the Master Servicer to conduct additional investigations determined by it to be necessary or appropriate (in accordance with the written advice of counsel) to comply with the Section 302 Requirements. (c) In the event the Certification is to be signed by an officer of the Depositor, the Trustee shall sign a certification (in the form attached hereto as Exhibit Q) for the benefit of the Depositor and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K), and the Master Servicer shall sign a certification (in the form attached hereto as Exhibit R) for the benefit of the Depositor and its officers, directors and Affiliates, and the Special Servicer shall sign a certification (in the form attached hereto as Exhibit S) for the benefit of the Depositor and the Master Servicer and their officers, directors and Affiliates. Each such certification shall be delivered to the Depositor, the Trustee and the Master Servicer, if applicable, by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). The Certification attached hereto as Exhibit Q shall be delivered to the Trustee for filing by March 20th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, with respect to each Pari Passu Companion Loan, on or before March 15th of each year with respect to which a Form 10-K is filed by the trustee for the commercial mortgage securitization through which such Pari Passu Companion Loan has been securitized, the Master Servicer and the Special Servicer shall provide to the Person who signs the Sarbanes Oxley certification with respect to such commercial mortgage securitization a list certification substantially in the form attached hereto as Exhibit R-1 and Exhibit R-2, respectively (which shall address the matters contained in such form, but solely with respect to such Pari Passu Companion Loan) on which such Person and such Person’s partner, representative, Affiliate, member, manager, director, officer, employee or agent can rely. In addition, (i) the Trustee shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of Certificateholders and Direct Participants holding Public Certificates as of December 31 or based upon a breach of the Trustee’s obligations under this Section 8.17 or the Trustee’s negligence, bad faith or willful misconduct in connection therewith, and (ii) the Master Servicer and Special Servicer shall each severally and not jointly indemnify and hold harmless the Depositor, the Trustee and, in the case of the Special Servicer, the Master Servicer, and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related year no later than two Business Days prior to costs, judgments and other costs and expenses arising out of or based upon a breach of the date on which the Servicer Master Servicer’s or Special Servicer’s obligations, as applicablethe case may be, is required to deliver under this Section 8.17 or the related Exchange Act Report to negligence, bad faith or willful misconduct of the Trustee. For each Exchange Act Report, the Master Servicer or the Special Servicer, as applicablethe case may be, shall prepare in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) a manually-signed paper version of such report and (ii) an electronic version of such report, which version the Trustee agrees that it shall be prepared contribute to the amount paid or payable to the Depositor as a Microsoft Word for Windows file (result of the losses, claims, damages or in such other format as the Trustee, liabilities of the Depositor and the Servicer or the Special Servicer may agree), provided, that, with respect in such proportion as is appropriate to reflect the electronic version of each Exchange Act Report consisting of a monthly Distribution Date Statement, the Servicer need only deliver an electronic version relative fault of the related Form 8-K Depositor or the Special Servicer on the one hand and the Trustee shall attach an electronic version on the other in connection with a breach of the related monthly Distribution Date Statement thereto Trustee’s obligations under this Section 8.17 or the Trustee’s negligence, bad faith or willful misconduct in connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as an exhibit. Exchange Act Reports consisting a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer’s obligations under this Section 8.17 or the Master Servicer’s negligence, bad faith or willful misconduct in connection therewith and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Master Servicer as a result of the losses, claims, damages or liabilities of the Depositor or the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Depositor or the Master Servicer on the one hand and the Special Servicer on the other in connection with a breach of the Special Servicer’s obligations under this Section 8.17 or the Special Servicer’s negligence, bad faith or willful misconduct in connection therewith. (d) If the Trustee reasonably determines that it is required to file any Servicer Report or any other servicing information with the Commission to comply with the Xxxxxxxx-Xxxxx Act, the Trustee may do so; provided, that it has either (i) provided the Depositor with written advice from a monthly Distribution Date Statement shall be filed within ten days after national reputable counsel with an active commercial mortgage-backed securities practice reasonably acceptable to the related Distribution Date; Depositor at least 10 Business Days prior to the first occasion of such filing stating that the filing of any such Servicer Reports in the filings described in Section 8.17(a) is required to comply with the Section 302 Requirements, or (ii) received the prior written consent not to be unreasonably withheld of the Depositor to such filing. (e) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer, each Rating Agency and Special Servicer a Comparative Financial Status Reportcopy of any such executed report, Delinquent Loan Status Reportstatement or information. (f) In performing its obligations under this Agreement, Historical Loss Estimate Reportincluding but not limited this Section 8.17, Historical Loan Modification Reportnone of the Trustee’s or the Master Servicer, REO Status Reporton behalf of the Trust Fund, Operating Statement Analysisthe Depositor or otherwise, NOI Adjustment Worksheet, Watch List, or report pursuant to Section 4.02(b)(i) shall be filed within ten days after each Distribution Date; andresponsible or liable for compliance with any reporting or filing requirement under any state or federal securities laws, except to the extent such requirement is specifically set forth in this Agreement.

Reports to the Securities and Exchange Commission; Available Information. (a) The Trustee the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust Fund's satisfying the reporting requirements under the Exchange Act. The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and sign10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Trustee shall sign and file (via EDGAR) such Forms on behalf of the Depositor, any until directed in writixx xx the Depositor to discontinue such filings. The Depositor hereby grants to the Trustee a limited power of attorney to execute and all Exchange Act Reports; provided, however, that file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Trustee from the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund of written termination of such power of attorney and (ii) the Special Servicer shall prepare and sign termination of the Trust Fund. Notwithstanding the foregoing, in the event that the Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to Depositor, 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) Trustee 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 prepare such Form 10-K to be signed by the Depositor and the Depositor shall identify sign such form. (b) A Form 8-K shall be filed by the aggregate number Trustee within 15 days after each Distribution Date, including a copy of Holders the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 each year (or such earlier date as may be required by the nearest Business Day if such date is not a Business Day) Exchange Act and the Rules and Regulations of the related year based on information provided Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's and the Special Servicer's annual statement of compliance described under Section 3.13 and the accountant's report described under Section 3.14, in each case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall provide have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit P (the "Certification"), which shall, except as described below, be signed by the senior officer of the Depositor in charge of securitization. Notwithstanding the foregoing, if the Commission determines that the Certification may be executed by multiple Persons, the Trustee shall sign the Certification, subject to the succeeding paragraph and Section 8.17(d) through 8.17(f), in respect of items 1 through 3 thereof, the Master Servicer shall cause its respective senior officers in charge of servicing to sign the Certification in respect of items 4 and 5 thereof to the extent such items relate to the duties and actions of the Master Servicer, and the Special Servicer with a list shall cause its respective senior officers in charge of Certificateholders servicing to sign the Certification in respect of items 4 and Direct Participants holding Public Certificates as of December 31 5 thereof to the extent such items relate to the duties and actions of the related year no later than two Business Days prior Special Servicer, and the Trustee may rely on the Certification signed by the Master Servicer and Special Servicer to the date same extent as provided in Section 8.17(c) below. The Master Servicer may rely on the Certification signed by the Special Servicer to the same extent as provided in Section 8.17(c) below. In the event the Commission determines that the Certification may be executed by multiple Persons, and with respect to the Trustee's obligation in the preceding paragraph to sign the Certification in respect of item 3, the Trustee's obligation to sign such Certification shall be conditioned upon the Trustee and the Depositor entering into an agreement with respect to the payment of a reasonable additional fee for the reasonable costs and expenses necessary for the Trustee to sign such Certification; provided that in no event shall such fee exceed $15,000 annually. In the event that such agreement is not reached, the Depositor may continue to sign the portion of the Certification which the Trustee does not sign. Although it is the parties' intent that compliance by the parties with provisions of this Section 8.17 will constitute compliance with the review and certifications required by Section 302(a) of the Sarbanes-Oxley Act (the "Section 302 Requirements") or other applicabxx xxx, xx xxx interpretation thereof by the Commission's staff (including the issuance of additional guidance by such staff), if it is determined that additional or modified procedures are required, or, similarly, to the extent that certain certifications or procedures are not required, the parties hereto agree to negotiate in good faith to modify the provisions of this Section 8.17 to comply with such change or additional guidance. Notwithstanding any other provision herein, no consent of any Certificateholder shall be required to make any such modification or amendment to this Section 8.17 to make such changes as are described above. In addition, in no event shall the provisions set forth in this Section 8.17(b) limit the ability of, or impose an obligation on, the Trustee, the Fiscal Agent, the Master Servicer or the Special Servicer to conduct additional investigations determined by it to be necessary or appropriate (in accordance with the written advice of counsel) to comply with the Section 302 Requirements. (c) In the event the Certification is to be signed by an officer of the Depositor, the Trustee shall sign a certification (in the form attached hereto as Exhibit Q) for the benefit of the Depositor and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K), and the Master Servicer shall sign a certification (in the form attached hereto as Exhibit R-1) for the benefit of the Depositor and its officers, directors and Affiliates, and the Special Servicer shall sign a certification (in the form attached hereto as Exhibit R-2) for the benefit of the Depositor and the Master Servicer and their officers, directors and Affiliates. Each such certification shall be delivered to the Depositor, the Trustee and the Master Servicer, if applicable, by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). The Certification attached hereto as Exhibit Q shall be delivered to the Trustee for filing by March 20th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Trustee shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee's obligations under this Section 8.17 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Master Servicer and Special Servicer shall each severally and not jointly indemnify and hold harmless the Depositor, the Trustee and, in the case of the Special Servicer, the Master Servicer, and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer's or Special Servicer's obligations, as applicablethe case may be, is required to deliver under this Section 8.17 or the related Exchange Act Report to negligence, bad faith or willful misconduct of the Trustee. For each Exchange Act Report, the Master Servicer or the Special Servicer, as applicablethe case may be, shall prepare in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable to the Depositor as a manually-signed paper version result of the losses, claims, damages or liabilities of the Depositor in such report proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 8.17 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 8.17 or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Master Servicer as a result of the losses, claims, damages or liabilities of the Depositor or the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Depositor or the Master Servicer on the one hand and the Special Servicer on the other in connection with a breach of the Special Servicer's obligations under this Section 8.17 or the Special Servicer's negligence, bad faith or willful misconduct in connection therewith. (d) If the Trustee reasonably determines that it is required to file any Servicer Report or any other servicing information with the Commission to comply with the Sarbanes-Oxley Act, the Trustee may do so; provided that it has eithex (x) xxxxxxxx the Depositor with written advice from a national reputable counsel with an electronic version active commercial mortgage-backed securities practice reasonably acceptable to the Depositor at least 10 Business Days prior to the first occasion of such filing stating that the filing of any such Servicer Reports in the filings described in Section 8.17(a) is required to comply with the Section 302 Requirements, or (ii) received the prior written consent not to be unreasonably withheld of the Depositor to such filing. (e) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer, each Rating Agency and Special Servicer a copy of any such executed report, which version shall be prepared as a Microsoft Word for Windows file statement or information. (or in such other format as f) In performing its obligations under this Agreement, including but not limited to this Section 8.17, none of the Trustee's or the Master Servicer, on behalf of the Trust Fund, the Depositor and the Servicer or the Special Servicer may agree)otherwise, providedshall be responsible or liable for compliance with any reporting or filing requirement under any state or federal securities laws, that, with respect except to the electronic version extent such requirement is specifically set forth in this Agreement. (g) Prior to January 30 of each the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act Report consisting of a monthly Distribution Date Statement, the Servicer need only deliver an electronic version of the related (after which time no 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 or Form 10-K shall be filed within ten days after unless otherwise required by the Exchange Act) and shall provide the Depositor, the Special Servicer and Master Servicer with written notice of such filing. (h) With respect to the Serviced Pari Passu Companion Loans then included in a securitization, the Master Servicer and the Special Servicer shall reasonably cooperate with the related Distribution Datetrustee, depositor, master servicer and special servicer with respect to such securitization(s) in connection with the reporting requirements under the Exchange Act and shall provide such certifications (including without limitation back-up certificates relating to the requirements of the Sarbanes-Oxley Act) as reasonably requested; (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; andprovided that no such coxxxxxxxxx xxxxl materially increase the obligations of the Master Servicer and/or the Special Servicer under this Agreement.

Reports to the Securities and Exchange Commission; Available Information. (a) The Trustee the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust Fund's satisfying the reporting requirements under the Exchange Act. The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and sign10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Trustee shall sign and file (via EDGAR) such Forms on behalf of the Depositor, any until directed in writixx xx the Depositor to discontinue such filings. The Depositor hereby grants to the Trustee a limited power of attorney to execute and all Exchange Act Reports; provided, however, that file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Trustee from the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund of written termination of such power of attorney and (ii) the Special Servicer shall prepare and sign termination of the Trust Fund. Notwithstanding the foregoing, in the event that the Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to Depositor, 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) Trustee 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 prepare such Form 10-K to be signed by the Depositor and the Depositor shall identify sign such form. (b) A Form 8-K shall be filed by the aggregate number Trustee within 15 days after each Distribution Date, including a copy of Holders the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 each year (or such earlier date as may be required by the nearest Business Day if such date is not a Business Day) Exchange Act and the Rules and Regulations of the related year based on information provided Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's and the Special Servicer's annual statement of compliance described under Section 3.13 and the accountant's report described under Section 3.14, in each case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall provide have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit P (the "Certification"), which shall, except as described below, be signed by the senior officer of the Depositor in charge of securitization. Notwithstanding the foregoing, if the Commission determines that the Certification may be executed by multiple Persons, the Trustee shall sign the Certification, subject to the succeeding paragraph and Section 8.17(d) through 8.17(f), in respect of items 1 through 3 thereof, the Master Servicer shall cause its respective senior officers in charge of servicing to sign the Certification in respect of items 4 and 5 thereof to the extent such items relate to the duties and actions of the Master Servicer, and the Special Servicer with a list shall cause its respective senior officers in charge of Certificateholders servicing to sign the Certification in respect of items 4 and Direct Participants holding Public Certificates as of December 31 5 thereof to the extent such items relate to the duties and actions of the related year no later than two Business Days prior Special Servicer, and the Trustee may rely on the Certification signed by the Master Servicer and Special Servicer to the date same extent as provided in Section 8.17(c) below. The Master Servicer may rely on the Certification signed by the Special Servicer to the same extent as provided in Section 8.17(c) below. In the event the Commission determines that the Certification may be executed by multiple Persons, and with respect to the Trustee's obligation in the preceding paragraph to sign the Certification in respect of item 3, the Trustee's obligation to sign such Certification shall be conditioned upon the Trustee and the Depositor entering into an agreement with respect to the payment of a reasonable additional fee for the reasonable costs and expenses necessary for the Trustee to sign such Certification; provided that in no event shall such fee exceed $15,000 annually. In the event that such agreement is not reached, the Depositor may continue to sign the portion of the Certification which the Trustee does not sign. Although it is the parties' intent that compliance by the parties with provisions of this Section 8.17 will constitute compliance with the review and certifications required by Section 302(a) of the Sarbanes-Oxley Act (the "Section 302 Requirements") or other applicabxx xxx, xx xxx interpretation thereof by the Commission's staff (including the issuance of additional guidance by such staff), if it is determined that additional or modified procedures are required, or, similarly, to the extent that certain certifications or procedures are not required, the parties hereto agree to negotiate in good faith to modify the provisions of this Section 8.17 to comply with such change or additional guidance. Notwithstanding any other provision herein, no consent of any Certificateholder shall be required to make any such modification or amendment to this Section 8.17 to make such changes as are described above. In addition, in no event shall the provisions set forth in this Section 8.17(b) limit the ability of, or impose an obligation on, the Trustee, the Fiscal Agent, the Master Servicer or the Special Servicer to conduct additional investigations determined by it to be necessary or appropriate (in accordance with the written advice of counsel) to comply with the Section 302 Requirements. (c) In the event the Certification is to be signed by an officer of the Depositor, the Trustee shall sign a certification (in the form attached hereto as Exhibit Q) for the benefit of the Depositor and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K), and the Master Servicer shall sign a certification (in the form attached hereto as Exhibit R-1) for the benefit of the Depositor and its officers, directors and Affiliates, and the Special Servicer shall sign a certification (in the form attached hereto as Exhibit R-2) for the benefit of the Depositor and the Master Servicer and their officers, directors and Affiliates. Each such certification shall be delivered to the Depositor, the Trustee and the Master Servicer, if applicable, by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). The Certification attached hereto as Exhibit Q shall be delivered to the Trustee for filing by March 20th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Trustee shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee's obligations under this Section 8.17 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Master Servicer and Special Servicer shall each severally and not jointly indemnify and hold harmless the Depositor, the Trustee and, in the case of the Special Servicer, the Master Servicer, and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer's or Special Servicer's obligations, as applicablethe case may be, is required to deliver under this Section 8.17 or the related Exchange Act Report to negligence, bad faith or willful misconduct of the Trustee. For each Exchange Act Report, the Master Servicer or the Special Servicer, as applicablethe case may be, shall prepare in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable to the Depositor as a manually-signed paper version result of the losses, claims, damages or liabilities of the Depositor in such report proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 8.17 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 8.17 or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Master Servicer as a result of the losses, claims, damages or liabilities of the Depositor or the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Depositor or the Master Servicer on the one hand and the Special Servicer on the other in connection with a breach of the Special Servicer's obligations under this Section 8.17 or the Special Servicer's negligence, bad faith or willful misconduct in connection therewith. (d) If the Trustee reasonably determines that it is required to file any Servicer Report or any other servicing information with the Commission to comply with the Sarbanes-Oxley Act, the Trustee may do so; provided that it has eithex (x) xxxxxxxx the Depositor with written advice from a national reputable counsel with an electronic version active commercial mortgage-backed securities practice reasonably acceptable to the Depositor at least 10 Business Days prior to the first occasion of such filing stating that the filing of any such Servicer Reports in the filings described in Section 8.17(a) is required to comply with the Section 302 Requirements, or (ii) received the prior written consent not to be unreasonably withheld of the Depositor to such filing. (e) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer, each Rating Agency and Special Servicer a copy of any such executed report, which version shall be prepared as a Microsoft Word for Windows file statement or information. (or in such other format as f) In performing its obligations under this Agreement, including but not limited to this Section 8.17, none of the Trustee's or the Master Servicer, on behalf of the Trust Fund, the Depositor and the Servicer or the Special Servicer may agree)otherwise, providedshall be responsible or liable for compliance with any reporting or filing requirement under any state or federal securities laws, that, with respect except 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; andextent such requirement is specifically set forth in this Agreement.

Reports to the Securities and Exchange Commission; Available Information. (a) The Trustee, the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust Fund's satisfying the reporting requirements under the Exchange Act. The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and sign10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Commission thereunder, and the Trustee shall sign and file (via EDGAR) such Forms on behalf of the Depositor, any until directed in writixx xx the Depositor to discontinue such filings. The Depositor hereby grants to the Trustee a limited power of attorney to execute and all Exchange Act Reports; provided, however, that file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Trustee from the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund of written termination of such power of attorney and (ii) the Special Servicer shall prepare and sign termination of the Trust Fund. Notwithstanding the foregoing, in the event that the Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to Depositor, 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) Trustee 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 prepare such Form 10-K to be signed by the Depositor and the Depositor shall identify sign such form. (b) A Form 8-K shall be filed by the aggregate number Trustee within 15 days after each Distribution Date, including a copy of Holders the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of Public Certificates and Direct Participants holding positions each year beginning in Public Certificates as of December 31 2005 (or such earlier date as may be required by the nearest Business Day if such date is not a Business Day) Exchange Act and the Rules and Regulations of the related year based on information provided Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's and the Special Servicer's annual statement of compliance described under Section 3.13 and the accountant's report described under Section 3.14, in each case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall provide have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit Q (the "Certification"), which shall, except as described below, be signed by the senior officer of the Depositor in charge of securitization. Notwithstanding the foregoing, if the Commission determines that the Certification may be executed by multiple Persons, the Trustee shall sign the Certification, subject to the succeeding paragraph and Section 8.17(d) through 8.17(f), in respect of items 1 through 3 thereof, the Master Servicer shall cause its respective senior officers in charge of servicing to sign the Certification in respect of items 4 and 5 thereof to the extent such items relate to the duties and actions of the Master Servicer, and the Special Servicer shall cause its respective senior officers in charge of servicing to sign the Certification in respect of items 4 and 5 thereof to the extent such items relate to the duties and actions of the Special Servicer, and the Trustee may rely on the Certification signed by the Master Servicer and Special Servicer to the same extent as provided in Section 8.17(c) below. The Master Servicer may rely on the Certification signed by the Special Servicer to the same extent as provided in Section 8.17(c) below. In the event the Commission determines that the Certification may be executed by multiple Persons, and with respect to the Trustee's obligation in the preceding paragraph to sign the Certification in respect of item 3, the Trustee's obligation to sign such Certification shall be conditioned upon the Trustee and the Depositor entering into an agreement with respect to the payment of a reasonable additional fee for the reasonable costs and expenses necessary for the Trustee to sign such Certification; provided that in no event shall such fee exceed $15,000 annually. In the event that such agreement is not reached, the Depositor may continue to sign the portion of the Certification which the Trustee does not sign. Although it is the parties intent that compliance by the parties with provisions of this Section 8.17 will constitute compliance with the review and certifications required by Section 302(a) of the Sarbanes-Oxley Act (the "Section 302 Requirements") or other applicabxx xxx, xx xxx interpretation thereof by the Commission's staff (including the issuance of additional guidance by such staff), if it is determined that additional or modified procedures are required, or, similarly, to the extent that certain certifications or procedures are not required, the parties hereto agree to negotiate in good faith to modify the provisions of this Section 8.17 to comply with such change or additional guidance. Notwithstanding any other provision herein, no consent of any Certificateholder shall be required to make any such modification or amendment to this Section 8.17 to make such changes as are described above. In addition, in no event shall the provisions set forth in this Section 8.17(b) limit the ability of, or impose an obligation on, the Trustee or the Master Servicer to conduct additional investigations determined by it to be necessary or appropriate (in accordance with the written advice of counsel) to comply with the Section 302 Requirements. (c) In the event the Certification is to be signed by an officer of the Depositor, the Trustee shall sign a certification (in the form attached hereto as Exhibit R) for the benefit of the Depositor and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K), and the Master Servicer shall sign a certification (in the form attached hereto as Exhibit S-1) for the benefit of the Depositor and its officers, directors and Affiliates, and the Special Servicer shall sign a certification (in the form attached hereto as Exhibit S-2) for the benefit of the Depositor and the Master Servicer and their officers, directors and Affiliates. Each such certification shall be delivered to the Depositor, the Trustee and the Master Servicer, if applicable, by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, with respect to each Pari Passu Companion Loan, on or before March 15th of each year with respect to which a Form 10-K is filed by the trustee for the commercial mortgage securitization through which such Pari Passu Companion Loan has been securitized, the Master Servicer and the Special Servicer shall provide to the Person who signs the Sarbanes-Oxley certification with respect to such commercial mortgage xxxxxxxxxxxxxn a list certification substantially in the form attached hereto as Exhibit S-1 and Exhibit S-2, respectively (which shall address the matters contained in such form, but solely with respect to such Pari Passu Companion Loan) on which such Person and such Person's partner, representative, Affiliate, member, manager, director, officer, employee or agent can rely. The Certification attached hereto as Exhibit P shall be delivered to the Trustee for filing by March 20th of Certificateholders each year (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Trustee shall indemnify and Direct Participants holding Public Certificates as hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of December 31 or based upon a breach of the Trustee's obligations under this Section 8.17 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Master Servicer and Special Servicer shall each severally and not jointly indemnify and hold harmless the Depositor, the Trustee and, in the case of the Special Servicer, the Master Servicer, and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related year no later than two Business Days prior to costs, judgments and other costs and expenses arising out of or based upon a breach of the date on which the Servicer Master Servicer's or Special Servicer, as applicable, is required to deliver 's obligations of the related Exchange Act Report to the Trustee. For each Exchange Act Report, the Master Servicer or the Special Servicer, as applicablethe case may be, shall prepare (i) a manually-signed paper version under this Section 8.17 or the negligence, bad faith or willful misconduct 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 Master Servicer or the Special Servicer Servicer, as the case may agree)be, providedin connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, that, with respect then (i) the Trustee agrees that it shall contribute to the electronic version of each Exchange Act Report consisting of amount paid or payable to the Depositor as a monthly Distribution Date Statement, the Servicer need only deliver an electronic version result of the related Form 8-K losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee shall attach an electronic version on the other in connection with a breach 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 Trustee's obligations under this Section 8.17 or the related Distribution Date; Trustee's negligence, bad faith or willful misconduct in connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a Comparative Financial Status Reportresult of the losses, Delinquent Loan Status Reportclaims, Historical Loss Estimate Reportdamages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 8.17 or the Master Servicer's negligence, Historical Loan Modification Reportbad faith or willful misconduct in connection therewith and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Master Servicer as a result of the losses, REO Status Reportclaims, Operating Statement Analysisdamages or liabilities of the Depositor or the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Depositor or the Master Servicer on the one hand and the Special Servicer on the other in connection with a breach of the Special Servicer's obligations under this Section 8.17 or the Special Servicer's negligence, NOI Adjustment Worksheetbad faith or willful misconduct in connection therewith. (d) If the Trustee reasonably determines that it is required to file any Servicer Report or any other servicing information with the Commission to comply with the Sarbanes-Oxley Act, Watch Listthe Trustee may do so; provided that it has eithex (x) xxxxxxxx the Depositor with written advice from a national reputable counsel with an active commercial mortgage-backed securities practice reasonably acceptable to the Depositor at least 10 Business Days prior to the first occasion of such filing stating that the filing of any such Servicer Reports in the filings described in Section 8.17(a) is required to comply with the Section 302 Requirements, or report pursuant (ii) received the prior written consent not to be unreasonably withheld of the Depositor to such filing. (e) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer, each Rating Agency and Special Servicer a copy of any such executed report, statement or information. (f) In performing its obligations under this Agreement, including but not limited this Section 4.02(b)(i) 8.17, none of the Trustee or the Master Servicer, on behalf of the Trust Fund, the Depositor or otherwise, shall be filed within ten days after each Distribution Date; andresponsible or liable for compliance with any reporting or filing requirement under any state or federal securities laws, except to the extent such requirement is specifically set forth in this Agreement.

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 the occurrence of an event being reported or the date on which the Master Servicer has knowledge of the occurrence of such event, whichever is later. Electronic versions of each Exchange Act Report shall be delivered by the Trustee, with respect to the Monthly Distribution DateStatement, 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 Depositor, the Trustee and the Master Servicer. Manually-signed copies of each Exchange Act Report shall be delivered to the Depositor to the address shown in this Agreement (or such other Persons as are designated in writing 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 delivered to the Depositor hereunder, the 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 Depositor for filing 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 shall deliver the related report in electronic form to the Depositor when such information is available and such completed report shall be filed electronically by the 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 Exchange 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 file a Form ID with respect to the Depositor. For as long as the Trust Fund is required to file Exchange Act Reports, the Trustee shall 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 this Agreement or applicable law. (b) For as long as the Trust Fund is required to file Exchange Act Reports, the Master Servicer shall promptly prepare a report (each, a "SPECIAL EVENT REPORT") reporting (i) any notice from a Mortgagor or insurance company, or any knowledge otherwise obtained, regarding an upcoming voluntary or involuntary prepayment (including that resulting from a casualty or condemnation); PROVIDED that a request by a Mortgagor or other Person for a quotation of the amount necessary to satisfy all obligations with respect to a Mortgage Loan shall not, in and of itself, be deemed to be such notice; (ii) any imminent or actual default on a Mortgage Loan that results or which the Master Servicer, after consultation with the Special Servicer, reasonably believes is likely to result in the acceleration of the indebtedness due under such Mortgage Loan; (iii) the results of any property inspection which has revealed any material damage or deterioration or the presence of any environmental condition with respect to any Mortgaged Property; (iv) any notice from a Mortgagor, or any knowledge otherwise obtained, regarding any litigation involving such Mortgagor or any related Mortgaged Property which the Master Servicer reasonably believes is likely to have an adverse effect on the Mortgaged Property or the ability of such Mortgagor to pay the amounts due under the related Mortgage Loan; (v) any notice received from a Mortgagor, Manager or tenant of a Mortgaged Property, or any knowledge otherwise obtained, regarding the material default of such tenant under the terms of its lease or early termination by either the tenant or the Mortgagor of such lease, the bankruptcy of such tenant or its direct or indirect parent, or the loss of a license or permit relating to the Mortgaged Property; (vi) any amendment, modification or waiver of a material provision of a Mortgage Loan; (vii) any event of which the Master Servicer has actual knowledge (other than an event covered by clause (i)) which would result in the release of any part of the Mortgaged Property; PROVIDED, HOWEVER, that in the event that the Master Servicer after consulting with the Depositor and the Special Servicer determines in its good faith judgment that any of the preceding items will not materially affect the interests of the Certificateholders, the Master Servicer shall omit such item from the reporting obligation described above. The Special Servicer shall report to the Master Servicer any circumstance which, in the reasonable judgment of the Special Servicer constitutes one of the foregoing events within five Business Days of the Special Servicer having knowledge of such circumstance. In addition, in connection with their servicing of the Mortgage Loans, the Master Servicer and the Special Servicer shall provide to each other and to the Trustee written notice of any other known event with respect to a Mortgage Loan or REO Property that the Master Servicer or the Special Servicer, respectively, determines would have a material adverse effect on such Mortgage Loan or REO Property, which notice shall include an explanation as to the reason for such material adverse effect. (c) The Special Servicer shall collect all information available pursuant to the Specially Serviced Mortgage Loans and shall furnish such information, without modification, interpretation or analysis (except that the Special Servicer will use its best efforts to isolate management fees and funded reserves from Mortgagor reported expenses, if necessary), to the Master Servicer on or prior to the tenth day of each month with respect to information relating to the prior month and in a form sufficient to permit the Master Servicer to fulfill its obligations in this Section. Once per applicable period, the Master Servicer shall prepare a Summary Report based on information provided to the Master Servicer by the Special Servicer and similar information collected by the Master Servicer available pursuant to the non-Specially Serviced Mortgage Loans. The Master Servicer shall deliver a copy of each Summary Report to each Rating Agency and the Trustee and will publish such Summary Report (deleting all information identifying Mortgagors) on a World Wide Web site maintained by it. The Master Servicer will advise the Trustee of the address of its Web site. None of the Master Servicer, the Special Servicer and the Trustee shall be responsible for the completeness or accuracy of such information provided by the Mortgagors. (d) To the extent that the expenses or duties of the Master Servicer are not materially increased, the Master Servicer shall, in accordance with such reasonable rules and procedures as it may adopt (which may include the requirement that an agreement that provides that such information shall be used solely for purposes of evaluating the investment characteristics of the Certificates be executed to the extent the Master Servicer deems such action to be necessary or appropriate), also make available any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors, for review by the Depositor, the Rating Agencies and any other Persons to whom the Master Servicer believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by any related Loan Documents related to a Mortgage Loan. (e) The Trustee shall deliver a copy of each Summary Report and Annual Compliance Statement to each Rating Agency and, upon request, to each Certificateholder and Beneficial Owner (PROVIDED that each Certificateholder and Beneficial Owner may only make one request per month and will be required to pay any expenses incurred by the Trustee in connection with the provision of such information). The Trustee shall also deliver a copy of each Special Event Report to each Rating Agency, Certificateholder and, if known, Beneficial Owner within two Business Days of receipt. The Trustee shall deliver the foregoing information and reports regardless of whether the Trust Fund is still filing Exchange Act Reports. The Trustee shall also make available at its offices primarily responsible for administration of the Trust Fund, during normal business hours, or send to the requesting party at the expense of each such requesting party (other than the Rating Agencies) for review by the Depositor, the Rating Agencies, any Certificateholder, any Person identified to the Trustee by a Certificateholder as a prospective transferee of a Certificate and any other Persons designated by the Depositor the following items: (i) this Agreement, (ii) all Monthly Distribution Statements, (iii) all Annual Compliance Reports, (iv) all Summary Reports and (v)

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, 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, 200_, 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 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 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 fee agreed upon by the Trustee and the Depositor in a separate fee agreement. Upon such filing with the Securities and Exchange Commission, the Trustee 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 Trustee with respect to any liability, cost or expenses, including reasonable attorneys' fees, arising from the Trustee'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 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 amount paid by the 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 willful misconduct. The Trustee shall provide 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 Servicer and accuracy or the Special Servicer with a list of Certificateholders and Direct Participants holding Public Certificates as of December 31 sufficiency 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 contents of any 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; andfiling.

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; andfiling.

Reports to the Securities and Exchange Commission; Available Information. (a) The Trustee the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust Fund's satisfying the reporting requirements under the Exchange Act. The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and sign10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Trustee shall sign and file (via EDGAR) such Forms on behalf of the Depositor, any until directed in writixx xx the Depositor to discontinue such filings. The Depositor hereby grants to the Trustee a limited power of attorney to execute and all Exchange Act Reports; provided, however, that file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Trustee from the Depositor shall prepare, sign and file with the Commission the initial Form 8-K relating to the Trust Fund of written termination of such power of attorney and (ii) the Special Servicer shall prepare and sign termination of the Trust Fund. Notwithstanding the foregoing, in the event that the Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor any Exchange Act Report which includes an Annual Compliance Report relating to Depositor, 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) Trustee 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 prepare such Form 10-K to be signed by the Depositor and the Depositor shall identify sign such form. (b) A Form 8-K shall be filed by the aggregate number Trustee within 15 days after each Distribution Date, including a copy of Holders the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of Public Certificates and Direct Participants holding positions in Public Certificates as of December 31 each year (or such earlier date as may be required by the nearest Business Day if such date is not a Business Day) Exchange Act and the Rules and Regulations of the related year based on information provided Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's and the Special Servicer's annual statement of compliance described under Section 3.13 and the accountant's report described under Section 3.14, in each case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall provide have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit P (the "Certification"), which shall, except as described below, be signed by the senior officer of the Depositor in charge of securitization. Notwithstanding the foregoing, if the Commission determines that the Certification may be executed by multiple Persons, the Trustee shall sign the Certification, subject to the succeeding paragraph and Section 8.17(d) through 8.17(f), in respect of items 1 through 3 thereof, the Master Servicer shall cause its respective senior officers in charge of servicing to sign the Certification in respect of items 4 and 5 thereof to the extent such items relate to the duties and actions of the Master Servicer, and the Special Servicer shall cause its respective senior officers in charge of servicing to sign the Certification in respect of items 4 and 5 thereof to the extent such items relate to the duties and actions of the Special Servicer, and the Trustee may rely on the Certification signed by the Master Servicer and Special Servicer to the same extent as provided in Section 8.17(c) below. The Master Servicer may rely on the Certification signed by the Special Servicer to the same extent as provided in Section 8.17(c) below. In the event the Commission determines that the Certification may be executed by multiple Persons, and with respect to the Trustee's obligation in the preceding paragraph to sign the Certification in respect of item 3, the Trustee's obligation to sign such Certification shall be conditioned upon the Trustee and the Depositor entering into an agreement with respect to the payment of a reasonable additional fee for the reasonable costs and expenses necessary for the Trustee to sign such Certification; provided, that in no event shall such fee exceed $15,000 annually. In the event that such agreement is not reached, the Depositor may continue to sign the portion of the Certification which the Trustee does not sign. Although it is the parties' intent that compliance by the parties with provisions of this Section 8.17 will constitute compliance with the review and certifications required by Section 302(a) of the Sarbanes-Oxley Act (the "Section 302 Requirements") or other applicabxx xxx, xx xxx interpretation thereof by the Commission's staff (including the issuance of additional guidance by such staff), if it is determined that additional or modified procedures are required, or, similarly, to the extent that certain certifications or procedures are not required, the parties hereto agree to negotiate in good faith to modify the provisions of this Section 8.17 to comply with such change or additional guidance. Notwithstanding any other provision herein, no consent of any Certificateholder shall be required to make any such modification or amendment to this Section 8.17 to make such changes as are described above. In addition, in no event shall the provisions set forth in this Section 8.17(b) limit the ability of, or impose an obligation on, the Trustee, the Master Servicer or the Special Servicer to conduct additional investigations determined by it to be necessary or appropriate (in accordance with the written advice of counsel) to comply with the Section 302 Requirements. (c) In the event the Certification is to be signed by an officer of the Depositor, the Trustee shall sign a certification (in the form attached hereto as Exhibit Q) for the benefit of the Depositor and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K), and the Master Servicer shall sign a certification (in the form attached hereto as Exhibit R-1) for the benefit of the Depositor and its officers, directors and Affiliates, and the Special Servicer shall sign a certification (in the form attached hereto as Exhibit R-2) for the benefit of the Depositor and the Master Servicer and their officers, directors and Affiliates. Each such certification shall be delivered to the Depositor, the Trustee and the Master Servicer, if applicable, by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, with respect to each Pari Passu Companion Loan, on or before March 15th of each year with respect to which a Form 10-K is filed by the trustee for the commercial mortgage securitization through which such Pari Passu Companion Loan has been securitized, the Master Servicer and the Special Servicer shall provide to the Person who signs the Sarbanes-Oxley certification with respect to such commercial mortgage xxxxxxxxxxxxxn a list certification substantially in the form attached hereto as Exhibit R-1 and Exhibit R-2, respectively (which shall address the matters contained in such form, but solely with respect to such Pari Passu Companion Loan) on which such Person and such Person's partner, representative, Affiliate, member, manager, director, officer, employee or agent can rely. The Certification attached hereto as Exhibit Q shall be delivered to the Trustee for filing by March 20th of Certificateholders each year (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Trustee shall indemnify and Direct Participants holding Public Certificates as hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of December 31 or based upon a breach of the Trustee's obligations under this Section 8.17 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Master Servicer and Special Servicer shall each severally and not jointly indemnify and hold harmless the Depositor, the Trustee and, in the case of the Special Servicer, the Master Servicer, and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related year no later than two Business Days prior to costs, judgments and other costs and expenses arising out of or based upon a breach of the date on which the Servicer Master Servicer's or Special Servicer's obligations, as applicablethe case may be, is required to deliver under this Section 8.17 or the related Exchange Act Report to negligence, bad faith or willful misconduct of the Trustee. For each Exchange Act Report, the Master Servicer or the Special Servicer, as applicablethe case may be, shall prepare in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable to the Depositor as a manually-signed paper version result of the losses, claims, damages or liabilities of the Depositor in such report proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 8.17 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 8.17 or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Master Servicer as a result of the losses, claims, damages or liabilities of the Depositor or the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Depositor or the Master Servicer on the one hand and the Special Servicer on the other in connection with a breach of the Special Servicer's obligations under this Section 8.17 or the Special Servicer's negligence, bad faith or willful misconduct in connection therewith. (d) If the Trustee reasonably determines that it is required to file any Servicer Report or any other servicing information with the Commission to comply with the Sarbanes-Oxley Act, the Trustee may do so; provided that it has eithex (x) xxxxxxxx the Depositor with written advice from a national reputable counsel with an electronic version active commercial mortgage-backed securities practice reasonably acceptable to the Depositor at least 10 Business Days prior to the first occasion of such filing stating that the filing of any such Servicer Reports in the filings described in Section 8.17(a) is required to comply with the Section 302 Requirements, or (ii) received the prior written consent not to be unreasonably withheld of the Depositor to such filing. (e) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer, each Rating Agency and Special Servicer a copy of any such executed report, which version shall be prepared as a Microsoft Word for Windows file statement or information. (or in such other format as f) In performing its obligations under this Agreement, including but not limited this Section 8.17, none of the Trustee's or the Master Servicer, on behalf of the Trust Fund, the Depositor and the Servicer or the Special Servicer may agree)otherwise, providedshall be responsible or liable for compliance with any reporting or filing requirement under any state or federal securities laws, that, with respect except 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; andextent such requirement is specifically set forth in this Agreement.

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; andand (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 Nez Mustafic (or such other Persons as are designated in writing 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. (b) Intentionally left blank. (c) The Servicer and the Co-Servicer, or the Special Servicer with respect to Specially Serviced Mortgage Loans shall, in accordance with such reasonable rules and procedures as it may adopt (which may include the requirement that an agreement that provides that such information shall be used solely for purposes of evaluating the investment characteristics of the Certificates be executed to the extent the Servicer and the Co-Servicer, or the Special Servicer with respect to Specially Serviced Mortgage Loans, deems such action to be necessary or appropriate), also make available any additional information relating to the Mortgage Loans, the Mortgaged Properties or the Borrowers, for review by the Depositor, the Rating Agencies and any other Persons to whom the Servicer and the Co-Servicer, or the Special Servicer with respect to Specially Serviced Mortgage Loans believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by any related Loan Documents related to a Mortgage Loan. (d) The Servicer, the Co-Servicer and the Special Servicer shall make available at their offices during normal business hours, or send to the requesting party at the expense of each such requesting party (other than the Rating Agencies and the Depositor) for review by the Depositor, the Trustee, the Rating Agencies, any Certificateholder, any Person identified to the Servicer, the Co-Servicer or the Special Servicer, as applicable, by a Certificateholder as a prospective transferee of a Certificate and any other Persons to whom the Servicer, the Co-Servicer or the Special Servicer, as applicable, believes such disclosure to be appropriate the following items: (i) all financial statements, occupancy information, rent rolls, retail sales information, average daily room rates and similar information received by the Servicer, the Co-Servicer or the Special Servicer, as applicable, from each Borrower, (ii) the inspection reports prepared by or on behalf of the Servicer, the Co-Servicer or the Special Servicer, as applicable, in connection with the property inspections pursuant to Section 3.19, (iii) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Servicer, the Co-Servicer or the Special Servicer, as applicable and (iv) any and all officer's certificates and other evidence delivered to the Trustee and the Depositor to support the Servicer's or the Co-Servicer's determination that any Advance was, or if made would be, a Nonrecoverable Advance. Copies of any and all of the foregoing items shall be available from the Servicer, the Co-Servicer or the Special Servicer, as applicable, or the Trustee, as applicable, upon request. Nothing in this Section 3.22(d) shall require the Servicer, the Co-Servicer or the Special Servicer to violate, in the judgment of the Servicer, the Co-Servicer or the Special Servicer, as applicable, any applicable law prohibiting disclosure of information with respect to Borrower and the failure of the Servicer, the Co-Servicer or the Special Servicer to provide access as provided under this Section 3.22(d) as a result of such law shall not constitute a breach of this Section. (e) Notwithstanding the obligations of the Servicer and the Co-Servicer set forth in the preceding provisions of this Section 3.22, the Servicer and the Co-Servicer may withhold any information not yet included in a Form 8-K filed with the Commission or otherwise made publicly available with respect to which the Trustee, the Servicer or the Co-Servicer has determined that such withholding is appropriate. (f) Notwithstanding any provisions in this Agreement to the contrary, the Trustee shall not be required to review the content of any Exchange Act Report for compliance with applicable securities laws or regulations, completeness, accuracy or otherwise, and the Trustee shall have no liability with respect to any Exchange Act Report filed with the Commission or delivered to Certificateholders. None of the Servicer, the Co-Servicer, the Special Servicer and the Trustee shall be responsible for the accuracy or completeness of any information supplied by a Borrower or a third party for inclusion in any Form 8-K, and each of the Servicer, the Co-Servicer, the Special Servicer and the Trustee shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense incurred in connection with any legal action relating to any statement or omission or alleged statement or omission therein. None of the Trustee, the Special Servicer, the Co-Servicer and the Servicer shall have any responsibility or liability with respect to any Exchange Act Report filed by the Depositor, and each of the Servicer, the Co-Servicer, the Special Servicer and the Trustee shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense incurred in connection with any legal action relating to any statement or omission or alleged statement or omission therein.

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer Depositor shall prepare and prepare, sign, on behalf of the Depositorand electronically file at its own expense, any and all Exchange Act Reports; provided, however, that (i) the Depositor shall prepare, sign and file Reports as may be required with the Commission the initial Form 8-K relating respect to the Trust Fund and (ii) Certificates pursuant to this Agreement. The Trustee, the Special Servicer and the Master Servicer shall prepare conform to the reporting obligations as set forth herein and sign on behalf of in the 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, to any such changes as notified by the Depositor. The Master Servicer, the Special Servicer and the Trustee agree to provide such information to the Depositor 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 Depositor, to the extent such information has been received by the Master Servicer, Special Servicer or Special Servicerthe Trustee, as applicable, is required to deliver the related in connection with such Exchange Act Report to the Trustee. For each Reports, so that such Exchange Act Report, Reports may be timely filed by the Servicer or Depositor. The Depositor shall retain 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 copies of each Exchange Act Report consisting and deliver a copy to the Trustee. (a) the most recent monthly operating statement received from each Borrower including a statement or specific notation of a monthly Distribution Date Statementcapital expenditures, leasing commissions, and tenant improvements; and (b) to the Servicer need only deliver an electronic version extent received since the filing of the related immediately preceding Form 8-K and the Trustee shall attach filed pursuant to this paragraph with respect to each Mortgage Loan: (1) an electronic version officer's certificate of the related monthly Distribution Date Statement thereto as an exhibitBorrower, (2) occupancy reports, (3) tenant sales per square foot and rent per square foot by merchandise category, (4) all tenant notices, and (5) tenant change reports or listing of tenants that declared bankruptcy or had lease expirations that did not renew. Exchange Act Reports consisting On a quarterly basis, prior to the filing by the Depositor of (i) a monthly Distribution Date Statement shall be filed Form 15, the Depositor will file a Financial Report containing the information outlined in this paragraph, to the extent the Depositor receives the information set forth therein in electronic format in accordance with Section 3.20(f), within ten 45 days after the related Distribution Date; (ii) a Comparative end of the relevant Borrower's fiscal quarter. Such 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) Report shall be filed within ten days after each Distribution Date; andwith respect to those Borrowers that represent 10% or more of the aggregate Stated Principal Balance of the Mortgage Loans (on the date hereof, the DDR/DRA Loan, the Courtyard Loan, the Worldwide Plaza Loan, the Xxxxxxxx Loan and the

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 the 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 (iv) an Annual Compliance Report shall be delivered on or prior to March 15 of each Distribution Datecalendar 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 Xxxxxxx Xxxxxx (or such other Persons as are designated in writing 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 delivered to the Trustee 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 solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited pursuant to the Exchange Act. (b) The Servicer shall promptly prepare a report (each, a "Special Event Report") reporting (i) any notice from a Borrower or insurance company, or any knowledge otherwise obtained, regarding an upcoming voluntary or involuntary prepayment (including that resulting from a casualty or condemnation) or defeasance of all or part of the related Mortgage Loan (provided that a request by a Borrower or other Person for a quotation of the amount necessary to satisfy all obligations with respect to a Mortgage Loan shall not, in and of itself, be deemed to be such notice); (ii) any imminent or actual default on a Mortgage Loan that results or which the Servicer, after consultation with the Special Servicer, reasonably believes is likely to result in the acceleration of the indebtedness due under such Mortgage Loan; (iii) the results of any property inspection of which the Servicer has knowledge and which has revealed any material damage or deterioration or the presence of any environmental condition with respect to any Mortgaged Property; (iv) any notice from a Borrower, or any knowledge otherwise obtained, regarding any litigation involving such Borrower or any related Mortgaged Property which the Servicer reasonably believes is likely to have an adverse effect on the Mortgaged Property or the ability of such Borrower to pay the amounts due under the related Mortgage Loan; (v) any notice received from a Borrower, Manager or tenant of a Mortgaged Property, or any knowledge otherwise obtained, regarding the material default of such tenant under the terms of its lease or early termination by either the tenant or the Borrower of such lease, the bankruptcy of such tenant or its direct or indirect parent, or the loss of a license or permit relating to the Mortgaged Property; (vi) any amendment, modification or waiver of a material provision of a Mortgage Loan of which the Servicer has knowledge; (vii) any event of which the Servicer has actual knowledge (other than an event covered by clause (i)) which would result in the release of any part of the Mortgaged Property; provided, however, that in the event that the Servicer after consulting with the Depositor and the Special Servicer determines in its good faith judgment that any of the preceding items will not materially affect the interests of the Certificateholders, the Servicer shall omit such item from the reporting obligation described above. The Special Servicer shall report to the Servicer any of the foregoing events promptly upon the Special Servicer having knowledge of such event. In addition, in connection with their servicing of the Mortgage Loans, the Servicer and the Special Servicer shall provide to each other and to the Trustee written notice of any other known event with respect to a Mortgage Loan or REO Property that the Servicer or the Special Servicer, respectively, determines would have a material adverse effect on such Mortgage Loan or REO Property, which notice shall include an explanation as to the reason for such material adverse effect. The Servicer shall promptly prepare, sign and, except to the extent the Servicer receives contrary directions from the Depositor or the Trustee, file with the Commission, and shall mail to the Trustee, who will copy each Certificateholder upon request (provided that each Certificateholder may only make one request per month and will be required to pay any expenses incurred by the Trustee in connection with the provision of such information), each Rating Agency, the Depositor and the Originator, a Current Report on Form 8-K under the Exchange Act or other equivalent report attaching all quarterly and annual financial statements of the Borrower with respect to the Fairfield Inn Pool Loan and the 000 Xxxxxx Xxxxxx Loan provided to the Servicer pursuant to the such Mortgage Loans. (c) The Servicer shall collect on a monthly basis all information available pursuant to the Mortgage Loans. Promptly following the end of each calendar quarter and the end of each calendar year, the Servicer shall prepare a Summary Report based on information provided to the Servicer by the Borrowers without modification, interpretation or analysis

Reports to the Securities and Exchange Commission; Available Information. (a) The Servicer Depositor shall prepare for filing, and signthe Trustee shall execute, on behalf of the DepositorTrust Fund, and file with the Securities and Exchange Commission, 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 Reports; provided, however, that (i) the Act. The Depositor shall preparepromptly file, sign and file 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 Trustee with respect to any liability arising from the Commission the initial Form 8-K relating to Trustee's execution of such reports, statements and information that contain errors or omissions. (b) The Master Servicer shall maintain at its office primarily responsible for administration of the Trust Fund and shall, upon reasonable advance notice, make available during normal business hours for review by the Depositor, each Underwriter, any Holder of a Certificate or any Person identified to the Master Servicer as a prospective transferee of a Certificate, originals or copies of the following items: (i) in the case of a Holder or prospective transferee of a Non-Registered Certificate, any private placement memorandum or other disclosure document relating to the Certificates of such Class, in the form most recently provided to the Master Servicer by the Depositor or by any Person designated by the Depositor; and (ii) the Special Servicer shall prepare in all cases (A) this Agreement 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 amendments hereto entered into pursuant to Section 4.02(b)(i11.01, (B) shall be prepared as an exhibit or exhibits all statements delivered 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) Certificateholders of the related year based on information provided relevant Class pursuant to Section 4.02 (a) since the Closing Date, (C) all Officers' Certificates delivered by the Trustee. The Trustee shall provide the Master Servicer and the Special Servicer with a list to the Trustee since the Closing Date pursuant to Section 3.13, (D) all accountants' reports caused to be delivered by the Master Servicer and the Special Servicer to the Trustee since the Closing Date pursuant to Section 3.14, (E) the most recent inspection report prepared by the Special Servicer or the Master Servicer and delivered to the Master Servicer in respect of Certificateholders each Mortgaged Property pursuant to Section 3.12(a), (F) the most recent annual operating statement and Direct Participants holding Public Certificates as rent roll of December 31 each related Mortgaged Property and financial statements of the related year no later than two Business Days prior Mortgagor collected by the Master Servicer or the Special Servicer and delivered to the date on which Trustee pursuant to Section 3.12(b), together with the Servicer or Special Servicer, as applicable, is required accompanying written reports to deliver be prepared by the related Exchange Act Report to the Trustee. For each Exchange Act Report, the Master Servicer or the Special Servicer, as applicablethe case may be, shall prepare and delivered to the Trustee pursuant to Section 3.12(b), (iG) a manually-signed paper version any and all notices and reports delivered to the Master Servicer with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 3.09(c) revealed that any of such report the conditions set forth in clauses (A)(i) and (iiA)(ii) an electronic version of such reportthe first sentence thereof was not satisfied, which version shall be prepared as (H) all Updated Mortgage Loan Schedules and Collection Reports delivered by the Master Servicer to the Trustee since the Closing Date pursuant to Sections 3.12(c) and 4.02(b), respectively, (I) any and all modifications, waivers and amendments of the terms of a Microsoft Word for Windows file (Mortgage Loan entered into or in such other format as consented to by the Trustee, the Depositor and the Master Servicer or the Special Servicer may agree), provided, that, with respect and delivered 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)(i3.20, and (J) any and all Officers' Certificates and other evidence delivered to the Trustee to support the Master Servicer's or the Special Servicer's, as the case may be, determination that any Advance was or, if made, would be, a Nonrecoverable Advance. The Master Servicer shall make available copies of any and all of the foregoing items upon request of any of the parties set forth in the previous sentence; however, the Master Servicer shall be filed within ten days after each Distribution Date; andpermitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies.