Common use of Annual Independent Public Accountants' Servicing Report Clause in Contracts

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer at its expense shall cause a firm of independent public accountants, which shall be members of the American Institute of Certified Public Accountants, to furnish a report to the Depositor and the Trustee stating its opinion that, on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to report. In rendering such statement, such firm may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance with standards established by the American Institute of Certified Public Accountants (rendered within one year of such statement) with respect to such Subservicers. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Master Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 1 of each year, beginning with commencing in 2021, the first March 31 that occurs Servicer and the Special Servicer, each at least six months after its own expense, shall cause (and the Cut-off DateServicer and the Special Servicer shall, or (b) with respect to any calendar year during each Servicing Function Participant with which it has entered into a servicing relationship with respect to the Depositor's annual report on Form 10-K is required Mortgage Loan, cause them to be filed in accordance with cause) a registered public accounting firm (which may also render other services to the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the CommissionServicer, the Master Special Servicer at its expense shall cause or the applicable Servicing Function Participant, as the case may be) and that is a firm of independent public accountants, which shall be members member of the American Institute of Certified Public Accountants, Accountants 141 to furnish a report to the Depositor Depositor, the Trustee, the Certificate Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)) and the Trustee stating 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) (in electronic format reasonably acceptable to each such Person), to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer of its opinion that, compliance with the Applicable Servicing Criteria and (ii) on the basis of an examination conducted by such firm substantially in accordance with standards established for attestation engagements issued or adopted by the American Institute Public Company Accounting Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s assessment of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are Servicing Criteria was fairly stated in all material respects, subject to or it cannot express an overall opinion regarding such exceptions and other qualifications that, in party’s assessment of compliance with the opinion of such firm, such accounting standards require it to report. In rendering such statement, such firm may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance with standards established by the American Institute of Certified Public Accountants (rendered within one year of such statement) with respect to such SubservicersApplicable Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm requires shall state in such report why it was unable to express such an opinion. Each accountant’s attestation report required hereunder shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Trustee Act and the Exchange Act. Such report shall be available for general use and not contain restricted use language. Copies of all statements delivered pursuant to agree this Section 3.20 shall be made available to any Non-Restricted Privileged Person by the Certificate Administrator posting such statement to the procedures performed by such firm, the Master Servicer shall direct the Trustee in writing Certificate Administrator’s Website pursuant to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresSection 8.14(b).

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 of each So long as any Mortgage Loans are being serviced hereunder, or were serviced hereunder during the prior calendar year, beginning with the first March 31 that occurs Servicer shall, at least six months after its own expense, deliver to the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the CommissionOwner, on or before March 28th of each year (but in no event later than the date on which next to the annual last Business Day of such month), either (A) a report is required to be filed in accordance with of a registered public accounting firm stating that (i) it has obtained a letter of representation regarding certain matters from the Exchange Act and the rules and regulations management of the CommissionServicer which includes an assertion that the Servicer has complied with certain minimum residential mortgage loan servicing standards, identified in the Master Servicer at its expense shall cause a firm Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of independent public accountantsAmerica, which shall be members of the American Institute of Certified Public Accountants, to furnish a report with respect to the Depositor servicing of residential mortgage loans during the most recently completed fiscal year and the Trustee stating its opinion that, (ii) on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are such representation is fairly stated in all material respects, subject to such exceptions and other qualifications thatthat may be appropriate, or (B) both (i) an assessment of compliance by the Servicer with the applicable Servicing Criteria during the immediately preceding calendar year (in lieu of the annual statement of compliance in Section 6.02 which shall not be required if Servicer provides the assessment of compliance as set forth in this Section 6.03(B), and (ii) a report by a registered public accounting firm that attests to and reports on the assessment of compliance provided in the opinion clause (B)(i) above, which attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of such firm, such accounting standards require it to reportRegulation S-X under the Securities Act and the Securities Exchange Act. In rendering such statement, any report to be provided hereunder such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by Subservicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted by independent public accountants substantially in accordance with the same standards established by the American Institute of Certified Public Accountants (rendered within one year of such statementreport) with respect to such those Subservicers. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Master Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of noon (aEastern Time) on March 31 15 of each year (or March 14 if a leap year), beginning with the first commencing in March 31 that occurs at least six months after the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission2004, the Master Servicer at its expense shall cause a firm of nationally recognized independent public accountants, accountants (which shall be members may also render other services to the Master Servicer) and that is a member of the American Institute of Certified Public Accountants, Accountants to furnish a report statement to the Depositor Trustee, the Paying Agent, the Luxembourg Paying Agent and the Trustee stating its opinion thatDepositor, with a copy to the Rating Agencies, to the effect that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer, which includes an assertion that the Master Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to reportthat may be appropriate. In rendering such statement, its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by SubservicersPrimary Servicers or Sub-Servicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted by independent public accountants substantially in accordance with the same standards established by the American Institute of Certified Public Accountants (rendered within one year of such statementreport) with respect to those Primary Servicers or Sub-Servicers. Promptly after receipt of such Subservicers. In report, the event such firm requires Depositor shall review the Trustee to agree to the procedures performed by such firmreport and, if applicable, consult with the Master Servicer shall direct as to the Trustee nature of any defaults by the Master Servicer in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter fulfillment of agreement in conclusive reliance upon the direction any of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures's obligations hereunder.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of noon (aEastern Time) on March 31 15 of each year (or March 14 if a leap year), beginning with the first commencing in March 31 that occurs at least six months after the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission2005, the Master Servicer at its expense shall cause a firm of nationally recognized independent public accountants, accountants (which shall be members may also render other services to the Master Servicer) and that is a member of the American Institute of Certified Public Accountants, Accountants to furnish a report statement to the Depositor Trustee, the Paying Agent, the Luxembourg Paying Agent and the Trustee stating its opinion thatDepositor, with a copy to the Rating Agencies, to the effect that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer, which includes an assertion that the Master Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to reportthat may be appropriate. In rendering such statement, its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subservicersthe Primary Servicer or Sub-Servicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted by independent public accountants substantially in accordance with the same standards established by the American Institute of Certified Public Accountants (rendered within one year of such statementreport) with respect to the Primary Servicer or Sub-Servicers. Promptly after receipt of such Subservicers. In report, the event such firm requires Depositor shall review the Trustee to agree to the procedures performed by such firmreport and, if applicable, consult with the Master Servicer shall direct as to the Trustee nature of any defaults by the Master Servicer in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter fulfillment of agreement in conclusive reliance upon the direction any of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures's obligations hereunder.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's ’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer at its expense shall cause a firm of independent public accountants, which shall be members of the American Institute of Certified Public Accountants, to furnish a report to the Depositor and the Trustee stating its opinion that, on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to report. In rendering such statement, such firm may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance with standards established by the American Institute of Certified Public Accountants (rendered within one year of such statement) with respect to such Subservicers. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Master Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the CommissionCommission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer at its expense shall cause a firm of independent public accountants, accountants which shall be members of the American Institute of Certified Public Accountants, Accountants to furnish a report to the Depositor Depositor, the Insurer and the Trustee stating its opinion that, on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to report. In rendering such statement, such firm may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance with standards established by the American Institute of Certified Public Accountants (rendered within one year of such statement) with respect to such Subservicers. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Master Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of noon (aEastern Time) on March 31 15 of each year (or March 14 if a leap year), beginning with the first commencing in March 31 that occurs at least six months after the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission2006, the Master Servicer at its expense shall cause a firm of nationally recognized independent public accountants, accountants (which shall be members may also render other services to the Master Servicer) and that is a member of the American Institute of Certified Public Accountants, Accountants to furnish a report statement to the Depositor Trustee, the Paying Agent, the Luxembourg Paying Agent and the Trustee stating its opinion thatDepositor, with a copy to the Rating Agencies, to the effect that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer, which includes an assertion that the Master Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to reportthat may be appropriate. In rendering such statement, its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subservicersthe Primary Servicer or Sub-Servicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted by independent public accountants substantially in accordance with the same standards established by the American Institute of Certified Public Accountants (rendered within one year of such statementreport) with respect to the Primary Servicer or Sub-Servicers. Promptly after receipt of such Subservicers. In report, the event such firm requires Depositor shall review the Trustee to agree to the procedures performed by such firmreport and, if applicable, consult with the Master Servicer shall direct as to the Trustee nature of any defaults by the Master Servicer in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter fulfillment of agreement in conclusive reliance upon the direction any of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures's obligations hereunder.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of noon (aEastern Time) on March 31 15 of each year (or March 14 if a leap year), beginning with the first commencing in March 31 that occurs at least six months after the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission2006, the Master Servicer at its expense shall cause a firm of nationally recognized independent public accountants, accountants (which shall be members may also render other services to the Master Servicer) and that is a member of the American Institute of Certified Public Accountants, Accountants to furnish a report statement to the Depositor Trustee, the Luxembourg Paying Agent and the Trustee stating its opinion thatDepositor, with a copy to the Rating Agencies, to the effect that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer, which includes an assertion that the Master Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to reportthat may be appropriate. In rendering such statement, its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subservicersthe Sub-Servicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted by independent public accountants substantially in accordance with the same standards established by the American Institute of Certified Public Accountants (rendered within one year of such statementreport) with respect to the Sub-Servicers. Promptly after receipt of such Subservicers. In report, the event such firm requires Depositor shall review the Trustee to agree to the procedures performed by such firmreport and, if applicable, consult with the Master Servicer shall direct as to the Trustee nature of any defaults by the Master Servicer in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter fulfillment of agreement in conclusive reliance upon the direction any of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures's obligations hereunder.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of March 1 (asubject to a grace period through March 15) March 31 of each year, beginning commencing in March [____], the Master Servicer, the Special Servicer and the Trustee, each at its own expense, shall use commercially reasonable efforts to cause and the Master Servicer, the Special Servicer and the Trustee shall cause each Servicing Function Participant with the first March 31 that occurs at least six months after the Cut-off Date, or (b) which it has entered into a servicing relationship with respect to any calendar year during the Mortgage Loans to cause, a registered public accounting firm (which may also render other services to the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the CommissionMaster Servicer, the Master Servicer at its expense shall cause Special Servicer, the Trustee or the applicable Servicing Function Participant, as the case may be) and that is a firm of independent public accountants, which shall be members member of the American Institute of Certified Public Accountants, Accountants to furnish a report to the Depositor Trustee and the Trustee stating its opinion thatDepositor, with a copy to the Rating Agencies and the Directing Certificateholder (in the case of the Master Servicer and the Special Servicer), to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such firm substantially in accordance with standards established for attestation engagements issued or adopted by the American Institute of Certified Public AccountantsPCAOB, the assertions made pursuant it is expressing an opinion as to Section 3.18 regarding whether such Reporting Servicer's compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are Relevant Servicing Criteria was fairly stated in all material respects, subject to or it is not expressing an overall opinion regarding such exceptions and other qualifications that, in Reporting Servicer's assessment of compliance with the opinion of such firm, such accounting standards require it to report. In rendering such statement, such firm may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance with standards established by the American Institute of Certified Public Accountants (rendered within one year of such statement) with respect to such SubservicersRelevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm requires shall state in such report why it was unable to express such an opinion. Each such related accountant's attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Master Servicer, the Special Servicer, the Trustee to agree or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with the Master Servicer, the Special Servicer or the Trustee as to the procedures performed nature of any defaults by such firmthe Master Servicer, the Master Servicer shall direct Special Servicer, the Trustee or any Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter fulfillment of agreement in conclusive reliance upon the direction any of the Master Servicer's, the Special Servicer's, the Trustee's or the applicable Servicing Function Participants' obligations hereunder or under the applicable sub-servicing or primary servicing agreement, and (ii) the Trustee shall not make confirm that each accountants' attestation report submitted pursuant to this Section relates to an assessment of compliance meeting the requirements of Section 11.10 and notify the Depositor of any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresexceptions.

Annual Independent Public Accountants' Servicing Report. On The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Trust, the Rating Agencies, each Agent and each Enhancement Provider on or before the earlier of (a) March 31 of each year, beginning March 31, 2005, a report addressed to the Servicer and to the Trustee, to the effect that such firm has examined the financial statements of the Servicer or, if applicable, the parent corporation of the Servicer, and issued its report thereon and that such examination: (a) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the first March 31 that occurs at least six months after accounting records and such other auditing procedures as such firm considered necessary in the Cut-off Datecircumstances, or (b) included tests relating to wholesale receivables (including financing arrangements with respect automobile dealers to any calendar year during which the Depositor's annual report on Form 10finance their automobile and light-K is required to be filed duty truck inventory) serviced for others in accordance with the Exchange Act and the rules and regulations requirements of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer at its expense shall cause a firm of independent public accountants, which shall be members of the American Institute of Certified Public Accountants, to furnish a report to the Depositor and the Trustee stating its opinion that, on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during Bankers, to the preceding calendar year extent the procedures in such program are fairly stated applicable to the servicing obligations set forth in all material respectsthis Agreement and (c) except as described in the report, subject disclosed no exceptions or errors in the records relating to such exceptions wholesale receivables (including financing arrangements with automobile dealers to finance their automobile and other qualifications light-duty truck inventory) serviced for others that, in the opinion firm's opinion, paragraph four of such firm, Uniform Single Attestation Program requires such accounting standards require it firm to report. In rendering such statement, such firm may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance with standards established by the American Institute of Certified Public Accountants (rendered within one year A copy of such statement) with respect to such Subservicers. In the event such firm requires the Trustee to agree to the procedures performed report may be obtained by such firm, the Master Servicer shall direct the Trustee any Noteholder by a request in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement addressed to the Corporate Trust Office. Notwithstanding anything to the contrary in conclusive reliance upon this Section 3.06, the direction Servicer, in its sole discretion, may deliver, in lieu of the Master Serviceraccountants' report referred to above in this Section 3.06, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability attestation report of a registered public accounting firm set forth in Article XI that would be required to be filed in respect ofof the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the sufficiency, validity or correctness of such proceduresTrust.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 1 of each year, beginning with commencing in 2022, the first March 31 that occurs Servicer and the Special Servicer, each at least six months after its own expense, shall cause (and the Cut-off DateServicer and the Special Servicer shall, or (b) with respect to any calendar year during each Servicing Function Participant with which it has entered into a servicing relationship with respect to the Depositor's annual report on Form 10-K is required Mortgage Loan, cause them to be filed in accordance with cause) a registered public accounting firm (which may also render other services to the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the CommissionServicer, the Master Special Servicer at its expense shall cause or the applicable Servicing Function Participant, as the case may be) and that is a firm of independent public accountants, which shall be members member of the American Institute of Certified Public Accountants, Accountants to furnish a report to the Depositor Depositor, the Trustee, the Certificate Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)) and the Trustee stating 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) (in electronic format reasonably acceptable to each such Person), to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer of its opinion that, compliance with the Applicable Servicing Criteria and (ii) on the basis of an examination conducted by such firm substantially in accordance with standards established for attestation engagements issued or adopted by the American Institute Public Company Accounting Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s assessment of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are Servicing Criteria was fairly stated in all material respects, subject to or it cannot express an overall opinion regarding such exceptions and other qualifications that, in party’s assessment of compliance with the opinion of such firm, such accounting standards require it to report. In rendering such statement, such firm may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance with standards established by the American Institute of Certified Public Accountants (rendered within one year of such statement) with respect to such SubservicersApplicable Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm requires shall state in such report why it was unable to express such an opinion. Each accountant’s attestation report required hereunder shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Trustee Act and the Exchange Act. Such report shall be available for general use and not contain restricted use language. Copies of all statements delivered pursuant to agree this Section 3.20 shall be made available to any Non-Restricted Privileged Person by the Certificate Administrator posting such statement to the procedures performed by such firm, the Master Servicer shall direct the Trustee in writing Certificate Administrator’s Website pursuant to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.Section 8.14(b). 133

Annual Independent Public Accountants' Servicing Report. On The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or to the Seller, to deliver to the Trustee, the Trust, the Rating Agencies, each Agent and each Enhancement Provider on or before the earlier of (a) March 31 of each year, beginning March 31, 2005, a report addressed to the Servicer and to the Trustee, to the effect that such firm has examined the financial statements of the Servicer or, if applicable, the parent corporation of the Servicer, and issued its report thereon and that such examination: (a) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the first March 31 that occurs at least six months after accounting records and such other auditing procedures as such firm considered necessary in the Cut-off Datecircumstances, or (b) included tests relating to wholesale receivables (including financing arrangements with respect automobile dealers to any calendar year during which the Depositor's annual report on Form 10finance their automobile and light-K is required to be filed duty truck inventory) serviced for others in accordance with the Exchange Act and the rules and regulations requirements of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer at its expense shall cause a firm of independent public accountants, which shall be members of the American Institute of Certified Public Accountants, to furnish a report to the Depositor and the Trustee stating its opinion that, on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during Bankers, to the preceding calendar year extent the procedures in such program are fairly stated applicable to the servicing obligations set forth in all material respectsthis Agreement and (c) except as described in the report, subject disclosed no exceptions or errors in the records relating to such exceptions wholesale receivables (including financing arrangements with automobile dealers to finance their automobile and other qualifications light-duty truck inventory) serviced for others that, in the opinion firm's opinion, paragraph four of such firm, Uniform Single Attestation Program requires such accounting standards require it firm to report. In rendering such statement, such firm may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance with standards established by the American Institute of Certified Public Accountants (rendered within one year A copy of such statement) with respect to such Subservicers. In the event such firm requires the Trustee to agree to the procedures performed report may be obtained by such firm, the Master Servicer shall direct the Trustee any Noteholder by a request in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement addressed to the Corporate Trust Office. Notwithstanding anything to the contrary in conclusive reliance upon this Section 3.06, the direction Servicer, in its sole discretion, may deliver, in lieu of the Master Serviceraccountants' report referred to above in this Section 3.06, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability attestation report of a registered public accounting firm that would be required to be filed in respect ofof the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the sufficiency, validity or correctness of such proceduresTrust.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer at its expense shall cause a firm of independent Independent public accountants, accountants which shall be members is a member of the American Institute of Certified Public Accountants, Accountants to furnish a report statement to the Depositor Company and the Trustee stating its opinion to the effect that such firm has examined certain documents and records relating to the servicing of the mortgage loans under pooling and servicing agreements (including this Agreement) substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement) and that, on the basis of an such examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Audit Program for Mortgage Bankers during or the preceding calendar year are fairly stated Audit Program for Mortgages serviced for FHLMC, such servicing has been conducted in all material respects, subject to compliance with such pooling and servicing agreements except for such significant exceptions and other qualifications or errors in records that, in the opinion of such firm, such accounting standards require the Uniform Single Audit Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC requires it to report. In rendering such statement, such firm may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance compliance with standards established by the American Institute of Certified Public Accountants Uniform Single Audit Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC (rendered within one year of such statement) of Independent public accountants with respect to the related Subservicer. For purposes of such Subservicers. In the event statement, such firm requires may conclusively assume that all pooling and servicing agreements among the Trustee to agree to the procedures performed by such firmCompany, the Master Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make relating to Mortgage Asset-Backed Pass-Through Certificates evidencing an interest in first mortgage loans are substantially similar one to another except for any independent inquiry or investigation as tosuch pooling and servicing agreement which, and shall have no obligation or liability in respect ofby its terms, the sufficiency, validity or correctness of such proceduresspecifically states otherwise.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the CommissionCommission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer at its expense shall cause a firm of independent public accountants, accountants which shall be members of the American Institute of Certified Public Accountants, Accountants to furnish a report to the Depositor and the Trustee stating its opinion that, on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to report. In rendering such statement, such firm may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance with standards established by the American Institute of Certified Public Accountants (rendered within one year of such statement) with respect to such Subservicers. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Master Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 April 30 of each yearyear beginning April 30, beginning with the first March 31 that occurs at least six months after the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission2000, the Master Servicer at its expense shall cause a firm of independent public accountants, which shall be members of the American Institute of Certified Public Accountants, Accountants to furnish a report statement to the Depositor Depositor, the Operating Adviser (or if no Operating Adviser has been elected, the Majority Certificateholder of the Controlling Class) and the Trustee stating its opinion thatto the effect that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer, which includes an assertion that the Master Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to reportthat may be appropriate. In rendering such statement, its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by SubservicersSub-Servicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted by independent public accountants substantially in accordance with the same standards established by the American Institute of Certified Public Accountants (rendered within one year of such statementreport) with respect to such Subservicersthose Sub-Servicers. In The Special Servicer will deliver to the event such firm requires Depositor, the Operating Adviser (or if no Operating Adviser has been elected, the Majority Certificateholder of the Controlling Class), the Trustee to agree to the procedures performed by such firm, and the Master Servicer an annual accountants' report only if, and in such form as may be, requested by the Rating Agencies in the form set forth above. The Master Servicer and the Special Servicer, to the extent applicable, shall direct each, with 90 days' prior written notice, use reasonable efforts to cause the Trustee applicable Accountants to cooperate with the Depositor in writing conforming any reports delivered pursuant to so agree; it being understood this Section 8.13 to requirements imposed by the Securities and agreed that Exchange Commission on the Trustee shall deliver such Depositor in connection with the Securities and Exchange Commission's issuance of a no-action letter of agreement relating to the Depositor's reporting requirements in conclusive reliance upon the direction respect of the Trust Fund pursuant to the Exchange Act. The Master Servicer, Servicer and the Special Servicer shall each forward to the Rating Agencies a copy of each statement delivered by it to the Depositor and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedurespursuant to this Section 8.13.

Annual Independent Public Accountants' Servicing Report. On So long as any Mortgage Loans are being serviced hereunder, or before were serviced hereunder during the earlier of (a) March 31 of each prior calendar year, beginning with the first March 31 that occurs Servicer shall, at least six months after its own expense, deliver to the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the CommissionOwner, on or before March 28th of each year (but in no event later than the date on which next to the annual last Business Day of such month), either (A) a report is required to be filed in accordance with of a registered public accounting firm stating that (i) it has obtained a letter of representation regarding certain matters from the Exchange Act and the rules and regulations management of the CommissionServicer which includes an assertion that the Servicer has complied with certain minimum residential mortgage loan servicing standards, identified in the Master Servicer at its expense shall cause a firm Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of independent public accountantsAmerica, which shall be members of the American Institute of Certified Public Accountants, to furnish a report with respect to the Depositor servicing of residential mortgage loans during the most recently completed fiscal year and the Trustee stating its opinion that, (ii) on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are such representation is fairly stated in all material respects, subject to such exceptions and other qualifications thatthat may be appropriate, or (B) both (i) an assessment of compliance by the Servicer with the applicable Servicing Criteria during the immediately preceding calendar year (in lieu of the annual statement of compliance in Section 6.02 which shall not be required if Servicer provides the assessment of compliance as set forth in this Section 6.03(B), and (ii) a report by a registered public accounting firm that attests to and reports on the assessment of compliance provided in the opinion clause (B)(i) above, which attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of such firm, such accounting standards require it to reportRegulation S-X under the Securities Act and the Securities Exchange Act. In rendering such statement, any report to be provided hereunder such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by Subservicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted by independent public accountants substantially in accordance with the same standards established by the American Institute of Certified Public Accountants (rendered within one year of such statementreport) with respect to such those Subservicers. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Master Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Public Accountants' Servicing Report. On (a)So long as any Mortgage Loans are being serviced hereunder, or before were serviced hereunder during the earlier of (a) March 31 of each prior calendar year, beginning with the first March 31 that occurs Servicer shall, at least six months after its own expense, deliver to the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the CommissionOwner, on or before March 28th of each year (but in no event later than the date on which next to the annual last Business Day of such month), either (A) a report is required to be filed in accordance with of a registered public accounting firm stating that (i) it has obtained a letter of representation regarding certain matters from the Exchange Act and the rules and regulations management of the CommissionServicer which includes an assertion that the Servicer has complied with certain minimum residential mortgage loan servicing standards, identified in the Master Servicer at its expense shall cause a firm Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of independent public accountantsAmerica, which shall be members of the American Institute of Certified Public Accountants, to furnish a report with respect to the Depositor servicing of residential mortgage loans during the most recently completed fiscal year and the Trustee stating its opinion that, (ii) on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are such representation is fairly stated in all material respects, subject to such exceptions and other qualifications thatthat may be appropriate, or (B) both (i) an assessment of compliance by the Servicer with the applicable Servicing Criteria during the immediately preceding calendar year (in lieu of the annual statement of compliance in Section 6.02 which shall not be required if Servicer provides the assessment of compliance as set forth in this Section 6.03(B), and (ii) a report by a registered public accounting firm that attests to and reports on the assessment of compliance provided in the opinion clause (B)(i) above, which attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of such firm, such accounting standards require it to reportRegulation S-X under the Securities Act and the Securities Exchange Act. In rendering such statement, any report to be provided hereunder such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by Subservicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted by independent public accountants substantially in accordance with the same standards established by the American Institute of Certified Public Accountants (rendered within one year of such statementreport) with respect to such those Subservicers. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Master Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 April 30 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off DateApril 30, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission1998, the Master Servicer and the Special Servicer (the "reporting person") each at its the reporting person's expense shall cause a firm of independent nationally recognized Independent public accountants, accountants (who may also render other services to the reporting person) which shall be members is a member of the American Institute of Certified Public Accountants, Accountants to furnish a report statement (an "Accountant's Statement") to the Trustee, the Depositor and to the Trustee stating its opinion thatRating Agencies, to the effect that (i) it has obtained from the Master Servicer or the Special Servicer, as the case may be, a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as the case may be, which includes an assertion that the Master Servicer or the Special Servicer, as the case may be, has maintained an effective internal control system with respect to the servicing of the Mortgage Loans and has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the Master Servicer's or the Special Servicer's, as the case may be, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm substantially in accordance with generally accepted auditing standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are such assertion is fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to report. In rendering such statement, its report such firm may rely, as to the matters relating to the direct servicing of commercial and multifamily mortgage loans by Subservicerssubservicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted by independent public accountants substantially in accordance with the same standards established by the American Institute of Certified Public Accountants (rendered within one year of such statement) with respect to those subservicers. Each reporting person shall obtain from the related accountants, or shall prepare, an electronic version of each Accountant's Statement and provide such Subservicers. In the event such firm requires electronic version to the Trustee to agree to for filing in accordance with the procedures performed by such firm, the Master Servicer shall direct the Trustee set forth in writing Section 3.22 hereof. With respect to so agree; it being understood and agreed that the Trustee shall deliver such letter any electronic version of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.an Accountant's Statement

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 April 30 of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer at its expense shall cause a firm of independent public accountants, which shall be members of the American Institute of Certified Public Accountants, Accountants to furnish a report statement to the Depositor Depositor, the Operating Adviser and the Trustee stating its opinion thatto the effect that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer, which includes an assertion that the Master Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm substantially in accordance with standards established by 120 the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to reportthat may be appropriate. In rendering such statement, its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by SubservicersSub-Servicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted by independent public accountants substantially in accordance with the same standards established by the American Institute of Certified Public Accountants (rendered within one year of such statementreport) with respect to such Subservicersthose Sub-Servicers. In The Special Servicer will deliver to the event such firm requires Depositor, the Operating Adviser, the Trustee to agree to the procedures performed by such firm, and the Master Servicer an annual accountants' report only if, and in such form as may be, requested by the Rating Agencies. The Master Servicer and the Special Servicer, to the extent applicable, shall direct each, with 90 days' prior notice, use reasonable efforts to cause the Trustee applicable Accountants to cooperate with the Depositor in writing conforming any reports delivered pursuant to so agree; it being understood this Section 8.13 to requirements imposed by the Securities and agreed that Exchange Commission on the Trustee shall deliver such Depositor in connection with the Securities and Exchange Commission's issuance of a no-action letter of agreement relating to the Depositor's reporting requirements in conclusive reliance upon the direction respect of the Trust Fund pursuant to the Exchange Act. The Master Servicer, Servicer and the Special Servicer shall each forward to the Rating Agencies a copy of each statement delivered by it to the Depositor and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedurespursuant to this Section 8.13.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 April 15 of each year, beginning commencing in [ ], the Servicer, at its own expense, shall cause to be delivered to the Trustee, [the Certificate Insurer,] the Depositor, and the Rating Agencies a letter or letters of a firm of independent, nationally recognized certified public accountants [reasonably acceptable to the Certificate Insurer] stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer which includes an assertion that the Servicer has complied with certain minimum residential mortgage loan servicing standards, identified in the first March 31 that occurs at least six months after Uniform Single Attestation Program for Mortgage Bankers established by the Cut-off DateMortgage Bankers Association of America, or (b) with respect to any the servicing of residential mortgage loans during the most recently completed calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer at its expense shall cause a firm of independent public accountants, which shall be members of the American Institute of Certified Public Accountants, to furnish a report to the Depositor and the Trustee stating its opinion that, (ii) on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to reportthat may be appropriate. In rendering such statement, its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by Subservicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted by independent public accountants substantially in accordance with the same standards established by the American Institute of Certified Public Accountants (rendered within one year of such statementreport) with respect to such those Subservicers. In Immediately upon receipt of such report, the event Servicer shall furnish a copy of such firm requires report to the Trustee [, the Certificate Insurer] and each Rating Agency. Copies of such statement shall be provided by the Trustee to agree any Certificateholder upon request at the Servicer's expense, provided that such statement is delivered by the Servicer to the procedures performed by such firm, the Master Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresTrustee.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 April 15 of each yearyear after 1997 (or, beginning with the first March 31 that occurs at least six months after the Cut-off Dateas to 1998 and, or (b) with respect to if Depositor provides 90 days' prior notice, any calendar subsequent year during which the Depositor's annual report Depositor must file with the Securities and Exchange Commission a Report on Form 10-K is required in respect of the Trust pursuant to be filed in accordance with the requirements of the Exchange Act and the rules and regulations of the CommissionAct, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations March 15 of the Commissionsuch year), the Master Servicer at its expense shall cause a firm of independent public accountants, which shall be members of the American Institute of Certified Public Accountants, Accountants to furnish a report statement to the Depositor Depositors, the Operating Adviser and the Trustee stating its opinion thatto the effect that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer, which includes an assertion that the Master Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to reportthat may be appropriate. In rendering such statement, its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by SubservicersSub-Servicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted by independent public accountants substantially in accordance with the same standards established by the American Institute of Certified Public Accountants (rendered within one year of such statementreport) with respect to such Subservicersthose Sub-Servicers. In The Special Servicer will deliver to the event such firm requires Depositor, the Operating Adviser, the Trustee to agree to the procedures performed by such firm, and the Master Servicer an annual accountants' report only if, and in such form as may be, requested by the Rating Agencies. The Master Servicer and the Special Servicer, to the extent applicable, shall direct each, with 90 days' prior notice, use reasonable efforts to cause the Trustee applicable Accountants to cooperate with the Depositor in writing conforming any reports delivered pursuant to so agree; it being understood and agreed that this Section 8.13 to requirements imposed by the Trustee shall deliver such Commission on the Depositor in connection with the Commission's issuance of a no-action letter of agreement relating to the Depositor's reporting requirements in conclusive reliance upon the direction respect of the Trust Fund pursuant to the Exchange Act. The Master Servicer, Servicer and the Special Servicer shall each forward to the Rating Agencies a copy of each statement delivered by it to the Depositor and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedurespursuant to this Section 8.13.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) Not later than March 31 of each year, year beginning with the first March 31 that occurs at least six months after the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission1999, the Master Servicer at its expense shall cause a firm of independent Independent public accountants, accountants which shall be members is a member of the American Institute of Certified Public Accountants, Accountants to furnish a report statement to the Depositor Depositor, the Trustee and the Trustee stating its opinion Certificate Insurer to the effect that such firm has examined certain documents and records relating to the servicing of the mortgage loans under pooling and servicing agreements (including this Agreement) substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement) and that, on the basis of an such examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during or the preceding calendar year are fairly stated Audit Program for Mortgages serviced for FHLMC, such servicing has been conducted in all material respects, subject to compliance with such pooling and servicing agreements except for such significant exceptions and other qualifications or errors in records that, in the opinion of such firm, such accounting standards require the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC requires it to report. In rendering such statement, such firm may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance compliance with standards established by the American Institute of Certified Public Accountants Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC (rendered within one year of such statement) of Independent public accountants with respect to the related Subservicer. For purposes of such Subservicers. In the event statement, such firm requires may conclusively assume that all pooling and servicing agreements among the Trustee to agree to the procedures performed by such firmDepositor, the Master Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make relating to Mortgage Pass-Through Certificates evidencing an interest in first mortgage loans are substantially similar one to another except for any independent inquiry or investigation as tosuch pooling and servicing agreement which, and shall have no obligation or liability in respect ofby its terms, the sufficiency, validity or correctness of such proceduresspecifically states otherwise.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 April 15 of each yearyear after 1998 (or, beginning with as to 1999 and, if the first March 31 that occurs at least six months after the Cut-off DateDepositor provides 90 days' prior notice, or (b) with respect to any calendar subsequent year during which the Depositor's annual report Depositor must file with the Securities and Exchange Commission a Report on Form 10-K is required in respect of the Trust pursuant to be filed in accordance with the requirements of the Exchange Act and the rules and regulations of the CommissionAct, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations March 15 of the Commissionsuch year), the Master Servicer at its expense shall cause a firm of independent public accountants, which shall be members of the American Institute of Certified Public Accountants, Accountants to furnish a report statement to the Depositor Depositor, the Operating Adviser and the Trustee stating its opinion thatto the effect that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer, which includes an assertion that the Master Servicer has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to reportthat may be appropriate. In rendering such statement, its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by SubservicersSub-Servicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted by independent public accountants substantially in accordance with the same standards established by the American Institute of Certified Public Accountants (rendered within one year of such statementreport) with respect to such Subservicersthose Sub-Servicers. In The Special Servicer will deliver to the event such firm requires Depositor, the Operating Adviser, the Trustee to agree to the procedures performed by such firm, and the Master Servicer an annual accountants' report only if, and in such form as may be, requested by the Rating Agencies. The Operating Advisor, at its expense, shall direct the Trustee in writing be entitled to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction obtain an annual audit of the Master Servicer's and the Special Servicer's (if other than the Seller) servicing of the Mortgage Loans hereunder. The Master Servicer and the Special Servicer, to the extent applicable, shall each, with 90 days' prior notice, use reasonable efforts to cause the applicable Accountants to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 8.13 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act. The Master Servicer and the Special Servicer shall each forward to the Rating Agencies a copy of each statement delivered by it to the Depositor and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedurespursuant to this Section 8.13.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 Unless the Servicer has been relieved of all of its obligations under this Agreement because the final Series has been repaid during the prior calendar year, on or before April 30 of each year, beginning with the first March 31 that occurs at least six months calendar year after the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the CommissionFCMT Termination Date occurs, the Master Servicer at its expense shall cause a KPMG Peat Marwick or another firm of nationally recognized independent public accountants, which shall be members of accountants (who may also render other services to the American Institute of Certified Public Accountants, Servicer or Seller) to furnish a report covering the preceding annual period to the Depositor effect that such accountants have applied certain agreed-upon procedures to certain documents and records relating to the Trustee stating its opinion thatservicing of Accounts under this Agreement (and Pooling and Servicing Agreement, on if applicable), compared the basis of an examination conducted information contained in the Servicer's certificates (excluding Servicer's certificates for any Series that has been repaid during the prior calendar year) delivered during the period covered by such firm substantially report (which shall be the period from January 1, to and including December 31 of such calendar year) with such documents and records in accordance with standards established by each case as specified in Exhibit E and that no matters --------- came to the American Institute attention of Certified Public Accountants, the assertions made pursuant such accountants that caused them to Section 3.18 regarding believe that such servicing was not conducted in compliance with Sections 3.1 and of this ------------ Agreement and Article VIII of the minimum servicing standards Indenture, except for such exceptions as such accountants shall believe to be immaterial and such other exceptions as shall be set forth in such statement. In addition, each report shall set forth the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion agreed-upon procedures performed. A copy of such firm, such accounting standards require it to report. In rendering such statement, such firm report may rely, as to matters relating to the direct servicing of mortgage loans be obtained by Subservicers, upon comparable statements for examinations conducted any Noteholder by independent public accountants substantially in accordance with standards established by the American Institute of Certified Public Accountants (rendered within one year of such statement) with respect to such Subservicers. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Master Servicer shall direct the Trustee a request in writing to so agree; it being understood and agreed that the Indenture Trustee shall deliver such letter of agreement in conclusive reliance upon addressed to the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect ofCorporate Trust Office. In addition, the sufficiency, validity or correctness Servicer shall cause such accountants to furnish a copy of such proceduresreport to each Rating Agency and to each Enhancement Provider.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 [-] of each year, beginning with the first commencing in March 31 that occurs at least six months after the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission200_, the Master Servicer Servicer, at its expense expense, shall cause a firm of independent public accountants, accountants which shall be members is a member of the American Institute of Certified Public Accountants, Accountants to furnish a report statement to the Depositor effect that such firm has examined certain documents and records relating to the Trustee stating its servicing of the residential mortgage loans by the Servicer during such fiscal year and that such firm is of the opinion that, on the basis of an such examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are fairly stated Bankers, nothing has come to their attention which would indicate that such servicing has not been conducted in all material respectscompliance therewith, subject to except for (a) such exceptions as such firm shall believe to be immaterial, and (b) such other qualifications that, exceptions as shall be set forth in the opinion of such firm, such accounting standards require it to report. In rendering such statement. By providing the Master Servicer, such the Depositor and the Securities Administrator a copy of a Uniform Single Attestation Program Report from their independent public accountant’s on an annual basis, the Servicer shall be considered to have fulfilled its obligations under this Section 5.5. On or before March [-] of each year, commencing in March 200_, the Master Servicer, at its expense, shall cause a firm may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance with standards established by which is a member of the American Institute of Certified Public Accountants (rendered within one to furnish a statement to the effect that such firm has examined certain documents and records relating to the servicing of the residential mortgage loans by the Master Servicer during such fiscal year and that such firm is of the opinion that, on the basis of such statementexamination conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance therewith, except for (a) with respect to such Subservicers. In the event exceptions as such firm requires shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. By providing the Trustee to agree to Depositor and the procedures performed by such firmSecurities Administrator a copy of a Uniform Single Attestation Program Report from their independent public accountant’s on an annual basis, the Master Servicer shall direct the Trustee in writing be considered to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresfulfilled its obligations under this Section 5.5.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) Not later than March 31 of each yearyear beginning in 1998, beginning with the first March 31 that occurs at least six months after the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the each Master Servicer at its expense shall cause a firm of independent Independent public accountants, accountants which shall be members is a member of the American Institute of Certified Public Accountants, Accountants to furnish a report statement to the Depositor and the Trustee stating its opinion to the effect that such firm has examined certain documents and records relating to the servicing of the mortgage loans under pooling and servicing agreements (including this Agreement) substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby, including this Agreement) and that, on the basis of an such examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation yAttestation Program for Mortgage Bankers during or the preceding calendar year are fairly stated Audit Program for Mortgages serviced for FHLMC, such servicing has been conducted in all material respects, subject to compliance with such pooling and servicing agreements except for such significant exceptions and other qualifications or errors in records that, in the opinion of such firm, such accounting standards require the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC requires it to report. In rendering such statement, such firm may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance compliance with standards established by the American Institute of Certified Public Accountants Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC (rendered within one year of such statement) of Independent public accountants with respect to the related Subservicer. For purposes of such Subservicers. In the event statement, such firm requires may conclusively assume that all pooling and servicing agreements among the Trustee to agree to the procedures performed by such firmDepositor, the related Master Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability relating to Mortgage Pass-Through Certificates evidencing an interest in respect of, the sufficiency, validity or correctness of such procedures.first mortgage loans are substantially similar one to another except

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 _________ of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Date, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission______________, the Master Servicer and the Special Servicer (the "REPORTING PERSON") each at its the reporting person's expense shall cause a firm of independent nationally recognized Independent public accountants, accountants (who may also render other services to the reporting person) which shall be members is a member of the American Institute of Certified Public Accountants, Accountants to furnish a report statement (an "ACCOUNTANT'S STATEMENT") to the Trustee, the Depositor and to the Trustee stating its opinion thatRating Agencies, to the effect that (i) it has obtained from the Master Servicer or the Special Servicer, as the case may be, a letter of representation regarding certain matters from the management of the Master Servicer or the Special Servicer, as the case may be, which includes an assertion that the Master Servicer or the Special Servicer, as the case may be, has maintained an effective internal control system with respect to the servicing of the Mortgage Loans and has complied with certain minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the Master Servicer's or the Special Servicer's, as the case may be, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm substantially in accordance with generally accepted auditing standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are such assertion is fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to report. In rendering such statement, its report such firm may rely, as to the matters relating to the direct servicing of commercial and multifamily mortgage loans by Subservicerssubservicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted by independent public accountants substantially in accordance with the same standards established by the American Institute of Certified Public Accountants (rendered within one year of such statement) with respect to those subservicers. Each reporting person shall obtain from the related accountants, or shall prepare, an electronic version of each Accountant's Statement and provide such Subservicers. In the event such firm requires electronic version to the Trustee to agree to for filing in accordance with the procedures performed set forth in Section 3.22 hereof. With respect to any electronic version of an Accountant's Statement prepared by such firmthe reporting person, the Master Servicer reporting person shall direct receive written confirmation from the Trustee in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.related accountants

Annual Independent Public Accountants' Servicing Report. On or before the earlier first day of (a) March 31 the fourth month following the end of each the Servicer's fiscal year, beginning with the first March 31 that occurs at least six months after the Cut-off Datein April, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission2001, the Master Servicer Servicer, at its expense expense, shall cause a firm of independent public accountants, which shall be members accounts that is a member of the American Institute of Certified Public Accountants, Accountants to furnish a report statement to the Sellers, the Depositor and the Trustee stating its opinion (who shall provide a copy thereof to (i) each Rating Agency, (ii) each Certificateholder, and (iii) any other Certificateholder upon request, in each case at the Servicer's expense) for the benefit of the Certificateholders to the effect that such firm has examined the financial statements as of the end of the prior fiscal year and certain documents substantially similar to this Agreement and records relating to the servicing of mortgage loans serviced by the Servicer or any successor servicer that are substantially similar to the Mortgage Loans and that, on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during or the preceding calendar year are fairly stated Attestation Program for Mortgages serviced for FHLMC, such servicing has been conducted in all material respects, subject to compliance with such agreements except for such significant exceptions and other qualifications or errors in records that, in the opinion of such firm, such accounting standards require the Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC requires it to report. In rendering such statement, statement such firm may rely, as to matters relating to the direct servicing of mortgage loans Mortgage Loans by SubservicersSub-Servicers, if any, upon comparable statements for examinations conducted by independent public accountants substantially in accordance compliance with standards established by the American Institute of Certified Public Accountants Uniform Single Audit Program for Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC (rendered within one year of such statement) of independent public accounts with respect to the related Sub-Servicer. The Servicer shall forward a copy of each such Subservicers. In the event such firm requires the Trustee to agree report to the procedures performed Rating Agencies. A Certificateholder may, at its own expense, examine such documents, records and financial information prepared by such firm, the Master Servicer shall direct in the Trustee in writing ordinary course of business relating to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction servicing of the Master ServicerMortgage Loans as are necessary, and in the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness reasonable judgment of such proceduresCertificateholder, for a determination of whether the Servicer's servicing has been conducted in compliance with the terms of this Agreement.

Annual Independent Public Accountants' Servicing Report. On or before the earlier of (a) March 31 April 15 of each year, beginning commencing in [ _______ ], the Servicer, at its own expense, shall cause to be delivered to the Indenture Trustee, [the Note Insurer,] the Depositor, and the Rating Agencies a letter or letters of a firm of independent, nationally recognized certified public accountants [reasonably acceptable to the Note Insurer] stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer which includes an assertion that the Servicer has complied with certain minimum residential mortgage loan servicing standards, identified in the first March 31 that occurs at least six months after Uniform Single Attestation Program for Mortgage Bankers established by the Cut-off DateMortgage Bankers Association of America, or (b) with respect to any the servicing of residential mortgage loans during the most recently completed calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Master Servicer at its expense shall cause a firm of independent public accountants, which shall be members of the American Institute of Certified Public Accountants, to furnish a report to the Depositor and the Trustee stating its opinion that, (ii) on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to reportthat may be appropriate. In rendering such statement, its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by Subservicers, upon comparable statements for reports of firms of independent certified public accountants rendered on the basis of examinations conducted by independent public accountants substantially in accordance with the same standards established by the American Institute of Certified Public Accountants (rendered within one year of such statementreport) with respect to such those Subservicers. In Immediately upon receipt of such report, the event Servicer shall furnish a copy of such firm requires report to the Indenture Trustee[, the Note Insurer] and each Rating Agency. Copies of such statement shall be provided by the Indenture Trustee to agree any Securityholder upon request at the Servicer's expense, provided that such statement is delivered by the Servicer to the procedures performed by such firm, the Master Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresIndenture Trustee.

Annual Independent Public Accountants' Servicing Report. On With respect to the year ending 2005, the Primary Servicer shall provide to the Master Servicer, at its expense and no later than March 10, 2006, (i) a letter of representation regarding certain matters from the management of the Primary Servicer, which includes an assertion that the Primary Servicer has complied with certain minimum mortgage loan servicing standard (to the extent applicable to commercial and multifamily mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of the Mortgage Loans during the most recently completed calendar year and (ii) documents representing an internal or external auditor review for the most recently completed calendar year. Notwithstanding the delivery of the documents required pursuant to the previous paragraph of this Section 3.12, on or before the earlier of (a) March 31 10th of each year, beginning with the first March 31 that occurs at least six months after the Cut-off Datecommencing in March, or (b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, on or before the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission2006, the Master Primary Servicer shall, at its expense shall expense, cause a firm of nationally recognized independent public accountants, which shall be members accountants that is a member of the American Institute of Certified Public Accountants, Accountants to furnish a report statement to the Depositor Master Servicer to the effect that (i) it has obtained a letter of representation regarding certain matters from the management of the Primary Servicer, which includes an assertion that the Primary Servicer has complied with certain minimum mortgage loan servicing standard (to the extent applicable to commercial and multifamily mortgage loans), identified in the Trustee stating its opinion thatUniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of the Mortgage Loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm substantially in accordance with standards established by the American Institute of Certified Public Accountants, the assertions made pursuant to Section 3.18 regarding compliance with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers during the preceding calendar year are such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that, in the opinion of such firm, such accounting standards require it to report. In rendering such statement, such firm that may rely, as to matters relating to the direct servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants substantially in accordance with standards established by the American Institute of Certified Public Accountants (rendered within one year of such statement) with respect to such Subservicers. In the event such firm requires the Trustee to agree to the procedures performed by such firm, the Master Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Master Servicer, and the Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresbe appropriate.