Common use of Reports by Independent Public Accountants Clause in Contracts

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, to the effect that such firm (i) has obtained a letter of representation regarding certain matters from the management of the Master Servicer and the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and the Special Servicer, as the case may be, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 2003 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class XC, Class XP, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and O, Class P or Class Q Certificateholder, to such Holder, to the effect that such firm (i) has obtained a letter of representation regarding certain matters from the management of the Master Servicer and the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and the Special Servicer, as the case may be, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one (1) year of such report) with respect to those subSub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 in 2006 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Rating Agencies Underwriters, each Non-Trust Mortgage Loan Noteholder and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holdereach other, to the effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may beapplicable, 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 year, and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicersservicers. If Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are is required to be filed with the Commission as part of the file an Annual Report on Form 10-K for with the Commission in respect of the Trust covering the prior any particular calendar year, or (if applicable) any other depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust is required to file an Annual Report on Form 10-K with the Commission in connection with the securitization of any Non-Trust Mortgage Loan covering any particular calendar year, then the Annual Accountants' Report to be delivered on behalf of each of the Master Servicer and the Special Servicer during the following year shall deliver be delivered to the Depositor, the Trustee, each Non-Trust Mortgage Loan Noteholder and any depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust, as applicable, on or before March 20 of such statement following year and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 2005; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file an Annual Report on Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of it the Trust covering calendar year 2005. In the event the Trustee does not receive the Annual Accountants' Report from the Master Servicer or the Special Servicer, as applicable, by March 15 20th of any year during which an Annual Report on Form 10-K is required to be filed with the Commission with respect to the Trust, then the Trustee shall forward a Servicer Notice to the Master Servicer or the Special Servicer, as the case may be, and the Depositor within one (1) Business Day of such yearfailure. For the purposes of the preceding sentence of this Section 3.14 and Section 7.01(v)(B) of this Agreement, a "Servicer Notice" shall constitute either any writing forwarded to such party or, notwithstanding the provisions of Section 11.05, email notice which, in the case of the Master Servicer, shall be forwarded to all of the following email addresses: xxxxxxxx.xxxxxxxxxx@xxxxxxxx.xxx, xxxxx.xxxxxxxxx@xxxxxxxx.xxx and xxxx.xxxxxxxx@xxxxxxxx.xxx, or such other email addresses as are provided in writing to the Trustee and the Depositor; provided, that any party to this Agreement (or someone acting on their behalf) shall only be required to forward any such notice to be delivered to the Master Servicer to three email addresses in the aggregate in order to fulfill its notification requirement as set forth in the preceding sentence and/or under the provisions of Section 7.01(v)(B). The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 in 2004 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Rating Agencies Underwriters, the Companion Loan Noteholders and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holdereach other, to the effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may beapplicable, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicersservicers. If Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are is required to be filed with the Commission as part of the file a Form 10-K for with the Commission in respect of the Trust covering the prior any particular calendar year, then the Annual Accountants' Report to be delivered on behalf of each of the Master Servicer and the Special Servicer during the following year, shall deliver be delivered on or before March 20 of such statement following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of it by March 15 of such yearthe Trust covering calendar year 2003. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 in 2005 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Rating Agencies Underwriters, the Companion Loan Noteholders, and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holdereach other, to the effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may beapplicable, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicersservicers. If Notwithstanding the Depositor notifies timing provided for in the Trusteefirst sentence of this paragraph, unless the Trustee (with respect to the Trust) and each Subsequent Trustee (with respect to a Companion Loan Noteholder that is a trust established in connection with the issuance of Companion Loan Securities) have, in accordance with the Exchange Act and the rules and regulations promulgated thereunder, filed a Form 15 with respect to the applicable trust suspending all reporting requirements under the Exchange Act), the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required Annual Accountants' Report to be filed with the Commission as part delivered on behalf of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver for any calendar year, shall, with respect to the trust that has not filed such statement Form 15, be delivered on or before March 20 of such following year, and if March 20 is not a Business Day, then the preceding Business Day; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of it by March 15 of such yearthe Trust covering calendar year 2004. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 3.15 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, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)in 2004, each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Depositor, the Underwriters, the Rating Agencies and the TrusteeAgencies, which shall promptly deliver a copy to the Directing Certificateholder andCertificateholder, as required by Section 8.12(bthe ES Controlling Holder (if the ES Component Mortgage Loan is involved), upon request of a Class Jthe SB Controlling Holder (if the SB Component Mortgage Loan is involved), Class Kthe related CBA B Note Holder (if the related CBA A/B Mortgage Loan is involved) or the Wellbridge Controlling Holder and Wellbridge Companion Loan Noteholders (if the Wellbridge A/B Mortgage Loan is involved), Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, to the effect that such firm each other stating that: (i) such firm has obtained a letter of representation regarding certain matters from the management an officer of the Master Servicer and or the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may be, has complied with certain the 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 AmericaUSAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year year; and (ii) on the basis of an examination conducted by such firm in accordance with standards established by USAP, the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that may the Master Servicer and the Special Servicer shall each be appropriaterequired to cause the delivery of its Annual Accountants' Report by March 15 in 2004 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar year. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such yearservicers. The Master Servicer and the Special Servicer, to the extent applicable, Servicer will each reasonably cooperate with the Depositor in conforming providing any other form of accountants' reports delivered pursuant to this Section 3.14 to requirements imposed as may be required by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositor.

Reports by Independent Public Accountants. On Each of the Servicer and the Special Servicer at their own expense shall cause a nationally recognized firm of independent certified public accountants to furnish to the Trustee, the Paying Agent and each Rating Agency, on or before April 30 March 25th of each year, beginning April 30commencing with March 25, 2002 2002, a report stating that (or, as to any such year, such earlier date as is contemplated by i) it has obtained from the last sentence of this paragraph), each of the Master Servicer and or the Special Servicer, at its expenseas the case may be, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, to the effect that such firm (i) has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and 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 commercial, multifamily and multifamily manufactured housing community mortgage loans), identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the Servicer's or the Special Servicer's, as the case may be, servicing of commercial and commercial, multifamily or manufactured housing community mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation assertion is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriatethat, in the opinion of such firm, such standards require it to report. In rendering its report such firm may rely, as to the matters relating to the direct servicing of commercial commercial, multifamily and multifamily manufactured housing community mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of with respect to such reportSub-Servicer's previous fiscal year) with respect to those subSub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before April 30 March 15th of each year, beginning April 30in 2005, 2002 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies Trustee and the Trustee, which Serviced Whole Loan Paying Agent (who shall promptly deliver a copy to each Serviced Companion Loan Holder and Serviced B Note Holder) and to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, Depositor to the effect that such firm (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer and the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and the Special Servicer, as the case may be, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-Servicers. If The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Depositor notifies Rating Agencies or if the Trustee, Special Servicer and the Master Servicer and are not the Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such yearsame Person. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in 165 conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)in 2006, each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Depositor, the Underwriters, the Rating Agencies Agencies, the Directing Certificateholder, the CP Controlling Holder (if the CP Component Mortgage Loan is involved), and the Trustee, which shall promptly deliver related Companion Loan Noteholder(s) (if a copy to the Directing Certificateholder and, as required by Section 8.12(bWhole Loan is involved), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, to the effect that such firm each other stating that: (i) such firm has obtained a letter of representation regarding certain matters from the management an officer of the Master Servicer and or the Special Servicer, as the case may be, which that includes an assertion that the Master Servicer and or the Special Servicer, as the case may be, has complied with certain the 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 AmericaUSAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year year; and (ii) on the basis of an examination conducted by such firm in accordance with standards established by USAP, the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USAP requires it to report; provided that may the Master Servicer and the Special Servicer shall each be appropriaterequired to cause the delivery of its Annual Accountants' Report by March 15 in 2006 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar year. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such yearservicers. The Master Servicer and the Special Servicer, to the extent applicable, Servicer will each reasonably cooperate with the Depositor in conforming providing any other form of accountants' reports delivered pursuant to this Section 3.14 to requirements imposed as may be required by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositor.

Reports by Independent Public Accountants. On or before April 30 30th of each year, beginning April 30, 2002 in 1998 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies Trustee and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, Depositor to the effect that such firm (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer and the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and the Special Servicer, as the case may be, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the The Special Servicer on or before March 1 of any year that will deliver an annual accountants' report only if, and in such statements are required to be filed with form as may be, requested by the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such yearRating Agencies. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 in ___ (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Rating Agencies Underwriters, the _______________ Companion Loan Noteholder and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holdereach other, to the effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may beapplicable, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicersservicers. If Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are is required to be filed with the Commission as part of the file a Form 10-K for with the Commission in respect of the Trust covering the prior any particular calendar year, then the Annual Accountants' Report to be delivered on behalf of each of the Master Servicer and the Special Servicer during the following year, shall deliver such statement in respect of it by be delivered on or before March 15 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year _____. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 2003 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, to the effect that such firm (i) has obtained a letter of representation regarding certain matters from the management of the Master Servicer and the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and the Special Servicer, as the case may be, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one (1) year of such report) with respect to those subSub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 in 2006 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expenseexpense shall cause, and the Master Servicer and Special Servicer shall cause each Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans to cause, a firm of independent public accountants (which may also render other services to the Master Servicer, the Special Servicer or applicable Servicing Function Participant, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Rating Agencies Underwriters, each Serviced Non-Trust Mortgage Loan Noteholder and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holdereach other, to the effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may beapplicable, 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 year, and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicersservicers, (iii) such firm has obtained a representation regarding certain matters from the management of such Master Servicer, Special Servicer or applicable Servicing Function Participant, which includes an assertion that such Master Servicer, Special Servicer or applicable Servicing Function Participant has complied with the Servicing Criteria, and (iv) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board (the "PCAOB"), it is expressing an opinion as to whether such Master Servicer's, Special Servicer's or applicable Servicing Function Participant's compliance with the Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such Master Servicer's, Special Servicer's or applicable Servicing Function Participant's assessment of compliance with the Servicing Criteria. If In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. 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 or any Servicing Function Participant, the Depositor notifies shall review the Trusteereport and, if applicable, consult with the Master Servicer or the Special Servicer as to the nature of any defaults by the Master Servicer, the Special Servicer 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 the fulfillment of any of the Master Servicer's, the Special Servicer's or the applicable Servicing Function Participants' obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The Master Servicer and the Special Servicer shall not be required to cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Report on or before March 1 of any year that such statements are Form 10-K is not required to be filed with the Commission as part in respect of the Trust for the preceding calendar year. Notwithstanding the timing provided for in the first sentence of the preceding paragraph, if (as confirmed in writing by the Depositor) the Depositor is required to file an Annual Report on Form 10-K for with the Commission in respect of the Trust covering the prior any particular calendar year, or (if applicable) any other depositor, trustee and/or, upon request, other certifying party and certifying officer with respect to a related securitization trust is required to file an Annual Report on Form 10-K with the Commission in connection with the securitization of any Serviced Non-Trust Mortgage Loan covering any particular calendar year, then the Annual Accountants' Report to be delivered on behalf of each of the Master Servicer and the Special Servicer during the following year shall deliver be delivered to the Depositor, the Trustee, each Serviced Non-Trust Mortgage Loan Noteholder and any such statement depositor, trustee and/or, upon request, other certifying party and certifying officer with respect to a related securitization trust, as applicable, on or before March 20 of such following year and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 200_; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file an Annual Report on Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of it the Trust covering calendar year 200_. In the event the Trustee does not receive the Annual Accountants' Report from the Master Servicer, the Special Servicer or the Servicing Function Participant, as applicable, by March 15 20th of any year during which an Annual Report on Form 10-K is required to be filed with the Commission with respect to the Trust, then the Trustee shall forward a Servicer Notice to the Master Servicer or the Special Servicer, as the case may be, and the Depositor within one (1) Business Day of such yearfailure. For the purposes of the preceding sentence of this Section 3.14 and Section 7.01(v)(B) of this Agreement, a "Servicer Notice" shall constitute either any writing forwarded to such party or, notwithstanding the provisions of Section 11.05, e-mail notice which, in the case of the Master Servicer, shall be forwarded to all of the following e-mail addresses: ____________, ____________ and ____________, or such other e-mail addresses as are provided in writing by the Master Servicer to the Trustee and the Depositor; provided that any party to this Agreement (or someone acting on their behalf) shall only be required to forward any such notice to be delivered to the Master Servicer or the Special Servicer, as applicable, to no more than three e-mail addresses in the aggregate in order to fulfill its notification requirement as set forth in the preceding sentence and/or under the provisions of Section 7.01(v)(B). The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)in 2005, each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Depositor, the Underwriters, the Rating Agencies and the TrusteeAgencies, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, to the effect that such firm each other stating that: (i) such firm has obtained a letter of representation regarding certain matters from the management an officer of the Master Servicer and or the Special Servicer, as the case may be, which that includes an assertion that the Master Servicer and or the Special Servicer, as the case may be, has complied with certain the 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 AmericaUSPAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year year; and (ii) on the basis of an examination conducted by such firm in accordance with standards established by USPAP, the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USPAP requires it to report; provided that may the Master Servicer and the Special Servicer shall each be appropriaterequired to cause the delivery of its Annual Accountants' Report by March 15 in 2005 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar year. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such yearservicers. The Master Servicer and the Special Servicer, to the extent applicable, Servicer will each reasonably cooperate with the Depositor in conforming providing any other form of accountants' reports delivered pursuant to this Section 3.14 to requirements imposed as may be required by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositor.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 in 2006 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Rating Agencies Underwriters, each Non-Trust Mortgage Loan Noteholder and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holdereach other, to the effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may beapplicable, 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 year, and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicersservicers. If Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are is required to be filed with the Commission as part of the file an Annual Report on Form 10-K for with the Commission in respect of the Trust covering the prior any particular calendar year, or (if applicable) any other depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust is required to file an Annual Report on Form 10-K with the Commission in connection with the securitization of any Non-Trust Mortgage Loan covering any particular calendar year, then the Annual Accountants' Report to be delivered on behalf of each of the Master Servicer and the Special Servicer during the following year shall deliver be delivered to the Depositor, the Trustee, each Non-Trust Mortgage Loan Noteholder and any such statement depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust, as applicable, on or before March 20 of such following year and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 2005; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file an Annual Report on Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of it the Trust covering calendar year 2005. In the event the Trustee does not receive the Annual Accountants' Report from the Master Servicer or the Special Servicer, as applicable, by March 15 20th of any year during which an Annual Report on Form 10-K is required to be filed with the Commission with respect to the Trust, then the Trustee shall forward a Servicer Notice to the Master Servicer or the Special Servicer, as the case may be, and the Depositor within one (1) Business Day of such yearfailure. For the purposes of the preceding sentence of this Section 3.14 and Section 7.01(v)(B) of this Agreement, a "Servicer Notice" shall constitute either any writing forwarded to such party or solely, in the case of the Master Servicer, notwithstanding the provisions of Section 11.05, notice by telecopy which shall be forwarded to telecopy number (000) 000-0000 or to such other telecopy numbers as are provided in writing by the Master Servicer to the Trustee and the Depositor; provided that any party to this Agreement (or someone acting on their behalf) shall only be required to forward any such notice to be delivered to the Master Servicer to no more than three telecopy numbers in the aggregate in order to fulfill its notification requirement as set forth in the preceding sentence and/or under the provisions of Section 7.01(v)(B). The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On Each of the Servicer and the Special Servicer at their own expense shall cause a nationally recognized firm of independent certified public accountants to furnish to the Trustee, and each Rating Agency, with a copy to the Depositor on or before April 30 March 15th of each year, beginning April 30commencing with March 15, 2002 2004, a report stating that (or, as to any such year, such earlier date as is contemplated by i) it has obtained from the last sentence of this paragraph), each of the Master Servicer and or the Special Servicer, at its expenseas the case may be, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, to the effect that such firm (i) has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and 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 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation assertion is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriatethat, in the opinion of such firm, such standards require it to report. In rendering its report such firm may rely, as to the matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of with respect to such reportSub-Servicer's previous fiscal year) with respect to those subSub-Servicers. If Promptly after receipt of such reports, the Depositor notifies the Trusteeshall review such reports and, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to be filed if applicable, consult with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such year. The Master Servicer and or the Special Servicer, as applicable, as to the extent nature of any defaults by the Servicer or the Special Servicer, as applicable, will reasonably cooperate with in the Depositor in conforming fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to Servicer's or the Exchange ActSpecial Servicer's obligations.

Reports by Independent Public Accountants. On or before April 30 March 15th of each year, beginning April 30in 2004, 2002 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies Trustee and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, Depositor to the effect that such firm (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer and the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and the Special Servicer, as the case may be, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-Servicers. If The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Depositor notifies Rating Agencies or if the Trustee, Special Servicer and the Master Servicer and are not the Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such yearsame Person. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before April 30 30th of each year, beginning April 30, 2002 in 1999 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies Trustee and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, Depositor to the effect that such firm (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer and the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and the Special Servicer, as the case may be, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the The Special Servicer on or before March 1 of any year that will deliver an annual accountants' report only if, and in such statements are required to be filed with form as may be, requested by the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such yearRating Agencies. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 in 2006 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Rating Agencies Underwriters, the Companion Loan Noteholders, and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holdereach other, to the effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may beapplicable, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicersservicers. If Notwithstanding the Depositor notifies timing provided for in the Trusteefirst sentence of this paragraph, unless the Trustee (with respect to the Trust) and each Subsequent Trustee (with respect to a Companion Loan Noteholder that is a trust established in connection with the issuance of Companion Loan Securities) have, in accordance with the Exchange Act and the rules and regulations promulgated thereunder, filed a Form 15 with respect to the applicable trust suspending all reporting requirements under the Exchange Act), the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required Annual Accountants' Report to be filed with the Commission as part delivered on behalf of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver for any calendar year, shall, with respect to the trust that has not filed such statement Form 15, be delivered on or before March 20 of such following year, and if March 20 is not a Business Day, then the preceding Business Day; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of it by March 15 of such yearthe Trust covering calendar year 2005. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 3.15 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, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 2001 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "ANNUAL ACCOUNTANTS' REPORT") to the Trustee, the Rating Agencies, the Depositor, the Rating Agencies Underwriters, each Companion Loan Noteholder and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holdereach other, to the effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may beapplicable, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicersservicers. If Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are is required to be filed with the Commission as part of the file a Form 10-K for with the Commission in respect of the Trust covering the prior any particular calendar year, then the Annual Accountants' Report to be delivered on behalf of each of the Master Servicer and the Special Servicer during the following year, shall deliver such statement in respect of it by be delivered on or before March 15 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2000. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section SECTION 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, PROVIDED that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 in 2005 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Rating Agencies Underwriters, each Serviced Non-Trust Mortgage Loan Noteholder and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holdereach other, to the effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may beapplicable, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicersservicers. If Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are is required to be filed with the Commission as part of the file an Annual Report on Form 10-K for with the Commission in respect of the Trust covering the prior any particular calendar year, or any other depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust is required to file an Annual Report on Form 10-K with the Commission in connection with the securitization of the Two Penn Plaza Pari Passu Non-Trust Mortgage Loan or a Garden State Plaza Non-Trust Mortgage Loan covering any particular calendar year, then the Annual Accountants' Report to be delivered on behalf of each of the Master Servicer and the Special Servicer during the following year shall deliver be delivered to the Depositor, each Serviced Non-Trust Mortgage Loan Noteholder and any depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust, as applicable, on or before March 20 of such statement following year and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 2004; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file an Annual Report on Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of it by March 15 of such yearthe Trust covering calendar year 2004. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 March 15 of each year, beginning April 30, 2002 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)in 1999, each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Depositor, the Rating Agencies and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O Depositor and Class P Certificateholder, to such Holdereach other, to the effect that such firm (i) has obtained a letter of representation regarding certain matters from examined the management servicing operations of the Master Servicer and or the Special Servicer, as the case may be, which includes an assertion for the previous calendar year and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that the Master Servicer and or the Special Servicer, as the case may be, has complied with certain the 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 AmericaUSAP, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject except for such significant exceptions or errors in records that, in the opinion of such firm, the USAP requires it to such exceptions report; provided that each of the Servicer and other qualifications the Special Servicer shall not be required to cause the delivery of its Annual Accountants' Report until April 15 in any given year so long as it has received written confirmation from the Depositor that may a Report on Form 10-K is not required to be appropriatefiled in respect of the Trust for the preceding calendar year. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicersservicers. If the Depositor notifies the Trustee, the Master The Servicer and the Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, will each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming providing any other form of accountants' reports delivered pursuant to this Section 3.14 to requirements imposed as may be required by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositor.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 in 2003 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Rating Agencies Underwriters and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holdereach other, to the effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may beapplicable, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicersservicers. If Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are is required to be filed with the Commission as part of the file a Form 10-K for with the Commission in respect of the Trust covering the prior any particular calendar year, then the Annual Accountants' Report to be delivered by each of the Master Servicer and the Special Servicer during the following year, shall deliver be delivered on or before March 31 of such statement following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of it by March 15 of the Trust covering calendar year 2002. If the Master Servicer and the Special Servicer are the same entity, such yearreport may be delivered as a single report. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 in 2006 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Rating Agencies Underwriters, each Serviced Non-Trust Mortgage Loan Noteholder and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holdereach other, to the effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may beapplicable, 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 year, and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicersservicers. If Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are is required to be filed with the Commission as part of the file an Annual Report on Form 10-K for with the Commission in respect of the Trust covering the prior any particular calendar year, or (if applicable) any other depositor, trustee and/or, upon request, other certifying party and certifying officer with respect to a related securitization trust is required to file an Annual Report on Form 10-K with the Commission in connection with the securitization of any Serviced Non-Trust Mortgage Loan covering any particular calendar year, then the Annual Accountants' Report to be delivered on behalf of each of the Master Servicer and the Special Servicer during the following year shall deliver be delivered to the Depositor, the Trustee, each Serviced Non-Trust Mortgage Loan Noteholder and any such statement depositor, trustee and/or, upon request, other certifying party and certifying officer with respect to a related securitization trust, as applicable, on or before March 20 of such following year and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 2005; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file an Annual Report on Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of it the Trust covering calendar year 2005. In the event the Trustee does not receive the Annual Accountants' Report from the Master Servicer or the Special Servicer, as applicable, by March 15 20th of any year during which an Annual Report on Form 10-K is required to be filed with the Commission with respect to the Trust, then the Trustee shall forward a Servicer Notice to the Master Servicer or the Special Servicer, as the case may be, and the Depositor within one (1) Business Day of such yearfailure. For the purposes of the preceding sentence of this Section 3.14 and Section 7.01(v)(B) of this Agreement, a "Servicer Notice" shall constitute either any writing forwarded to such party or, notwithstanding the provisions of Section 11.05, e-mail notice which, in the case of the Master Servicer, shall be forwarded to all of the following e-mail addresses: xxxxxxxx.xxxxxxxxxx@xxxxxxxx.xxx, xxxxx.xxxxxxxxx@xxxxxxxx.xxx and xxxx.xxxxxxxx@xxxxxxxx.xxx, or such other e-mail addresses as are provided in writing by the Master Servicer to the Trustee and the Depositor; provided that any party to this Agreement (or someone acting on their behalf) shall only be required to forward any such notice to be delivered to the Master Servicer or the Special Servicer, as applicable, to no more than three e-mail addresses in the aggregate in order to fulfill its notification requirement as set forth in the preceding sentence and/or under the provisions of Section 7.01(v)(B). The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On Each of the Servicer and the Special Servicer at their own expense shall cause a nationally recognized firm of independent certified public accountants to furnish to the Trustee, the Paying Agent and each Rating Agency with a copy to the Depositor, on or before April 30 March 20 of each year, beginning April 30commencing with March 20, 2002 2005, a report stating that (or, as to any such year, such earlier date as is contemplated by i) it has obtained from the last sentence of this paragraph), each of the Master Servicer and or the Special Servicer, at its expenseas the case may be, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, to the effect that such firm (i) has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and 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 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation assertion is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriatethat, in the opinion of such firm, such standards require it to report. In rendering its report such firm may rely, as to the matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of with respect to such reportSub-Servicer's previous fiscal year) with respect to those subSub-Servicers. If Promptly after receipt of such reports, the Depositor notifies the Trusteeshall review such reports and, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to be filed if applicable, consult with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such year. The Master Servicer and or the Special Servicer, as applicable, as to the extent nature of any defaults by the Servicer or the Special Servicer, as applicable, will reasonably cooperate with in the Depositor in conforming fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to Servicer's or the Exchange ActSpecial Servicer's obligations.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 in 2005 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Rating Agencies Underwriters, each Serviced Non-Trust Mortgage Loan Noteholder and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holdereach other, to the effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may beapplicable, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicersservicers. If Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are is required to be filed with the Commission as part of the file an Annual Report on Form 10-K for with the Commission in respect of the Trust covering the prior any particular calendar year, or any other depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust is required to file an Annual Report on Form 10-K with the Commission in connection with the securitization of the Westfield North Bridge Non-Trust Mortgage Loan covering any particular calendar year, then the Annual Accountants' Report to be delivered on behalf of each of the Master Servicer and the Special Servicer during the following year shall deliver be delivered to the Depositor, each Serviced Non-Trust Mortgage Loan Noteholder and any depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust, as applicable, on or before March 20 of such statement following year and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 2004; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file an Annual Report on Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of it by March 15 of such yearthe Trust covering calendar year 2004. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 March 31 of each year, beginning April 30, 2002 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)in 2004, each of the Master Servicer and the each Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Depositor, the Rating Agencies Underwriters, the Controlling Class Representative and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holdereach other, to the effect that such firm (i) has obtained a letter examined the servicing operations of representation regarding certain matters from the management of the such Master Servicer and the or such Special Servicer, as the case may be, which includes an assertion for the previous calendar year and that, on the basis of such examination, conducted substantially in compliance with USAP or the Audit Program, as applicable, such firm confirms that the such Master Servicer and the or such Special Servicer, as the case may be, has complied during such previous calendar year with certain the minimum mortgage loan servicing standards (to the extent applicable to commercial and multifamily mortgage loans), ) identified in USAP or the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of AmericaAudit Program, 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 in accordance with standards established by the American Institute of Certified Public Accountantsas applicable, such representation is fairly stated in all materials material respects, subject except for such significant exceptions or errors in records that, in the opinion of such firm, USAP or the Audit Program, as applicable, requires it to report; provided that such exceptions Master Servicer and other qualifications such Special Servicer shall each be required to cause the delivery of its Annual Accountants' Report by March 20 in 2004 or any given year thereafter if it has received written confirmation from the Trustee or the Depositor by January 31 of that may year that a Report on Form 10-K is required to be appropriatefiled in respect of the Trust for the preceding calendar year. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicersservicers. If the Depositor notifies the Trustee, the Each Master Servicer and the each Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, will each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming providing any other form of accountants' reports delivered pursuant to this Section 3.14 to requirements imposed as may be required by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositor.

Reports by Independent Public Accountants. On or before April 30 30th of each year, beginning April 30in 2003, 2002 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies Trustee and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, Depositor to the effect that such firm (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer and the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and the Special Servicer, as the case may be, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other 110 qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-Servicers. If The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Depositor notifies Rating Agencies or if the Trustee, Special Servicer and the Master Servicer and are not the Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such yearsame Person. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before April 30 15 of each year, beginning April 3015, 2002 1998 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies Trustee and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, Depositor to the effect that such firm (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer and the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and the Special Servicer, as the case may be, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the The Special Servicer on or before March 1 of any year that will deliver an annual accountants' report only if, and in such statements are required to be filed with form as may be, requested by the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such yearRating Agencies. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before April 30 30th of each year, beginning April 30in 2000, 2002 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies Trustee and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, Depositor to the effect that such firm (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer and the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and the Special Servicer, as the case may be, 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 in accordance with standards established by the American 95 Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the The Special Servicer on or before March 1 of any year that will deliver an annual accountants' report only if, and in such statements are required to be filed with form as may be, requested by the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such yearRating Agencies. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 in 2003 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer (provided that as to the Special Servicer, there has been one or more Specially Serviced Loans and/or REO Properties during the preceding calendar year) at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Rating Agencies Underwriters, the UBS Warburg Building Companion Loan Noteholder and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holdereach other, to the effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may beapplicable, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicersservicers. If Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are is required to be filed with the Commission as part of the file a Form 10-K for with the Commission in respect of the Trust covering the prior any particular calendar year, then the Annual Accountants' Report to be delivered on behalf of each of the Master Servicer and the Special Servicer during the following year, shall deliver such statement in respect of it by be delivered on or before March 15 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2001. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 15 of each year, beginning April 3015, 2002 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)2000, each of the Master Servicer and the Special Servicer, at its expense, shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or Special Servicer, as applicable) and that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies Controlling Class Representative and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, Trustee to the effect that such firm (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may be, 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 in accordance with standards established set by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 in 2005 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Rating Agencies Underwriters, each Serviced Non-Trust Mortgage Loan Noteholder and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holdereach other, to the effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may beapplicable, 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 year, and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicersservicers. If Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are is required to be filed with the Commission as part of the file an Annual Report on Form 10-K for with the Commission in respect of the Trust covering the prior any particular calendar year, or any other depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust is required to file an Annual Report on Form 10-K with the Commission in connection with the securitization of any Serviced Non-Trust Mortgage Loan covering any particular calendar year, then the Annual Accountants' Report to be delivered on behalf of each of the Master Servicer and the Special Servicer during the following year shall deliver be delivered to the Depositor, each Serviced Non-Trust Mortgage Loan Noteholder and any depositor, trustee and/or other certifying party and certifying officer with respect to a related securitization trust, as applicable, on or before March 20 of such statement following year and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 2004; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file an Annual Report on Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of it by March 15 of such yearthe Trust covering calendar year 2004. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 in 2005 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Rating Agencies Underwriters, each Serviced Non-Trust Mortgage Loan Noteholder and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holdereach other, to the effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may beapplicable, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicersservicers. If Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are is required to be filed with the Commission as part of the file a Form 10-K for with the Commission in respect of the Trust covering the prior any particular calendar year, then the Annual Accountants' Report to be delivered on behalf of each of the Master Servicer and the Special Servicer during the following year shall deliver such statement in respect of it by be delivered on or before March 15 of such yearfollowing year and shall not contain any restrictions on the filing thereof with the Commission with respect to calendar year 2004; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K (including the foregoing Annual Accountants' Report) with the Commission in respect of the Trust covering calendar year 2004. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 in 2004 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Rating Agencies, the Depositor, the Rating Agencies Underwriters, each XX Xxxx Non-Trust Mortgage Loan Noteholder and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holdereach other, to the effect that such firm (i) such firm has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may beapplicable, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may beapplicable, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered (within one year of such report) on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicersservicers. If Notwithstanding the timing provided for in the first sentence of this paragraph, if (as confirmed in writing by the Depositor) the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are is required to be filed with the Commission as part of the file a Form 10-K for with the Commission in respect of the Trust covering the prior any particular calendar year, then the Annual Accountants' Report to be delivered on behalf of each of the Master Servicer and the Special Servicer during the following year, shall deliver such statement in respect of it by be delivered on or before March 15 of such following year; and the Master Servicer and the Special Servicer are hereby notified that the Depositor is required to file a Form 10-K with the Commission in respect of the Trust covering calendar year 2003. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act, provided that the Master Servicer and Special Servicer shall each be entitled to charge the Depositor for any reasonable additional costs and expenses incurred in affording the Depositor such cooperation.

Reports by Independent Public Accountants. On or before April 30 30th of each year, beginning April 30in 2001, 2002 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies and the Trustee, which shall promptly deliver a copy and to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, Depositor to the effect that such firm (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer and the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and the Special Servicer, as the case may be, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-Servicers. If The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Depositor notifies Rating Agencies or if the Trustee, Special Servicer and the Master Servicer and are not the Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such yearsame Person. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each Each of the Master Servicer and the Special Servicer, Servicer at its expense, their own expense shall cause a nationally recognized firm of independent certified public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies and the Trustee, which shall promptly deliver the Paying Agent and each Rating Agency, with a copy to the Directing Certificateholder andDepositor on or before March 20th of each year, as required by Section 8.12(b)commencing with March 20, upon request of 2005, a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, to the effect report stating that such firm (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 and or the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and or the Special Servicer, as the case may be, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation assertion is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriatethat, in the opinion of such firm, such standards require it to report. In rendering its report such firm may rely, as to the matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of with respect to such reportSub-Servicer's previous fiscal year) with respect to those subSub-Servicers. If Promptly after receipt of such reports, the Depositor notifies the Trusteeshall review such reports and, if applicable, consult with the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such year. The Master Servicer and the Special Servicer, as applicable, as to the extent nature of any defaults by the Master Servicer or the Special Servicer, as applicable, will reasonably cooperate with in the Depositor in conforming fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to Master Servicer's or the Exchange ActSpecial Servicer's obligations.

Reports by Independent Public Accountants. On Each of the Servicer and the Special Servicer at their own expense shall cause a nationally recognized firm of independent certified public accountants to furnish to the Trustee, the Paying Agent and each Rating Agency with a copy to the Depositor, on or before April 30 March 15 of each year, beginning April 30commencing with March 15, 2002 2003, a report stating that (or, as to any such year, such earlier date as is contemplated by i) it has obtained from the last sentence of this paragraph), each of the Master Servicer and or the Special Servicer, at its expenseas the case may be, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, to the effect that such firm (i) has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and 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 (other than the 75/101 Federax Xxxxxx Xxxxxxxx Xxxn) 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 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation assertion is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriatethat, in the opinion of such firm, such standards require it to report. In rendering its report such firm may rely, as to the matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of with respect to such reportSub-Servicer's previous fiscal year) with respect to those subSub-Servicers. If Promptly after receipt of such reports, the Depositor notifies the Trusteeshall review such reports and, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to be filed if applicable, consult with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such year. The Master Servicer and or the Special Servicer, as applicable, as to the extent nature of any defaults by the Servicer or the Special Servicer, as applicable, will reasonably cooperate with in the Depositor in conforming fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to Servicer's or the Exchange ActSpecial Servicer's obligations.

Reports by Independent Public Accountants. On or before April 30 March 15 (except that such date shall be May 1 for every year after notice is provided by the Certificate Administrator of its filing of a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act as provided for in Section 8.15(a)) of each year, beginning April 30, 2002 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)in 2005, each of the Master Servicer Servicers and the Special ServicerServicers, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish render and to deliver (or shall itself deliver such a statement that has been rendered) a statement (the "Annual Accountants' Report") to the Trustee, the Certificate Administrator, the Depositor, the Rating Agencies Underwriters, the Controlling Class Representative and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such HolderLion Industrial Portfolio Non-Pooled Subordinate Noteholder, to the effect that such firm (i) has obtained a letter examined the servicing operations of representation regarding certain matters from the management of the such Master Servicer and the or such Special Servicer, as the case may be, which includes an assertion for the previous calendar year and that, on the basis of such examination, conducted substantially in compliance with USAP, such firm confirms that the such Master Servicer and the or such Special Servicer, as the case may be, has complied during such previous calendar year with certain the 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated USAP in all materials material respects, subject except for such significant exceptions or errors in records that, in the opinion of such firm, USAP requires it to such exceptions and other qualifications that may be appropriatereport. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such year. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Actservicers.

Reports by Independent Public Accountants. On or before April 30 30th of each year, beginning April 30in 2000, 2002 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies Trustee and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, Depositor to the effect that such firm (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer and the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and the Special Servicer, as the case may be, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-Servicers. If The Special Servicer will deliver an annual accountants' report only if, and in such form as may be, requested by the Depositor notifies Rating Agencies or if the Trustee, Special Servicer and the Master Servicer and are not the Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such yearsame Person. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On or before April 30 of each year, beginning April 30, 2002 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph)in 2005, each of the Master Servicer and the Special Servicer, Servicer at its expense, expense shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement (the "Annual Accountants' Report") to the Trustee, the Depositor, the Underwriters, the Rating Agencies Agencies, the Directing Certificateholder, the CC Controlling Holder (if the CC Component Mortgage Loan is involved), the SS Controlling Holder (if the SS Component Mortgage Loan is involved), the UH Controlling Holder (if the UH Component Mortgage Loan is involved), the CBA B Noteholder (if the CBA A/B Loan is involved), and the Trustee, which shall promptly deliver a copy to 17 State Street B Noteholder (if the Directing Certificateholder and, as required by Section 8.12(b17 State Street A/B Loan is involvxx), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, to the effect that such firm xxx xxxx xxxer stating that: (i) has xxxx xxxx xxx obtained a letter of representation regarding certain matters from the management an officer of the Master Servicer and or the Special Servicer, as the case may be, which that includes an assertion that the Master Servicer and or the Special Servicer, as the case may be, has complied with certain the 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 AmericaUSPAP, with respect to the Master Servicer's or the Special Servicer's, as applicable, servicing of commercial and multifamily mortgage loans during the most recently completed calendar year year; and (ii) on the basis of an examination conducted by such firm in accordance with standards established by USPAP, the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject only to such exceptions and other qualifications that, in the opinion of such firm, USPAP requires it to report; provided that may the Master Servicer and the Special Servicer shall each be appropriaterequired to cause the delivery of its Annual Accountants' Report by March 15 in 2005 and any year that a report on Form 10-K is required to be filed with respect to the Certificates with the Commission in respect of the preceding calendar year. In rendering its report such firm may rely, as to matters relating to the direct servicing of securitized commercial and multifamily mortgage loans by Subsub-Servicersservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those sub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to be filed with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such yearservicers. The Master Servicer and the Special Servicer, to the extent applicable, Servicer will each reasonably cooperate with the Depositor in conforming providing any other form of accountants' reports delivered pursuant to this Section 3.14 to requirements imposed as may be required by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to the Exchange Act, and the reasonable additional costs of providing such other forms of accountants' reports shall be borne by the Depositor.

Reports by Independent Public Accountants. On Each of the Servicer and the Special Servicer at their own expense shall cause a nationally recognized firm of independent certified public accountants to furnish to the Trustee, and each Rating Agency, with a copy to the Depositor on or before April 30 March 15th of each year, beginning April 30commencing with March 15, 2002 2003, a report stating that (or, as to any such year, such earlier date as is contemplated by i) it has obtained from the last sentence of this paragraph), each of the Master Servicer and or the Special Servicer, at its expenseas the case may be, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, to the effect that such firm (i) has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and 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 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation assertion is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriatethat, in the opinion of such firm, such standards require it to report. In rendering its report such firm may rely, as to the matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of with respect to such reportSub-Servicer's previous fiscal year) with respect to those subSub-Servicers. If Promptly after receipt of such reports, the Depositor notifies the Trusteeshall review such reports and, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to be filed if applicable, consult with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such year. The Master Servicer and or the Special Servicer, as applicable, as to the extent nature of any defaults by the Servicer or the Special Servicer, as applicable, will reasonably cooperate with in the Depositor in conforming fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to Servicer's or the Exchange ActSpecial Servicer's obligations.

Reports by Independent Public Accountants. On or before April 30 30th of each year, beginning April 30in 2000, 2002 (or, as to any such year, such earlier date as is contemplated by the last sentence of this paragraph), each of the Master Servicer and the Special Servicer, at its expense, expense shall cause a firm of independent public accountants (which may also render other services to the Master Servicer) and that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies Trustee and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, Depositor to the effect that such firm (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer and the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and the Special Servicer, as the case may be, 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those subSub-Servicers. If the Depositor notifies the Trustee, the Master Servicer and the The Special Servicer on or before March 1 of any year that will deliver an annual accountants' report only if, and in such statements are required to be filed with form as may be, requested by the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such yearRating Agencies. The Master Servicer and the Special Servicer, to the extent applicable, will reasonably use reasonable efforts to cause the accountants referred to above to cooperate with the Depositor in conforming any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust Fund pursuant to the Exchange Act.

Reports by Independent Public Accountants. On Each of the Servicer and the Special Servicer at their own expense shall cause a nationally recognized firm of independent certified public accountants to furnish to the Trustee, the Paying Agent and each Rating Agency with a copy to the Depositor, on or before April 30 March 20 of each year, beginning April 30commencing with March 20, 2002 2004, a report stating that (or, as to any such year, such earlier date as is contemplated by i) it has obtained from the last sentence of this paragraph), each of the Master Servicer and or the Special Servicer, at its expenseas the case may be, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor, the Rating Agencies and the Trustee, which shall promptly deliver a copy to the Directing Certificateholder and, as required by Section 8.12(b), upon request of a Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificateholder, to such Holder, to the effect that such firm (i) has obtained a letter of representation regarding certain matters from the management of the Master Servicer and or the Special Servicer, as the case may be, which includes an assertion that the Master Servicer and 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 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 in accordance with standards established by the American Institute of Certified Public Accountants, such representation assertion is fairly stated in all materials material respects, subject to such exceptions and other qualifications that may be appropriatethat, in the opinion of such firm, such standards require it to report. In rendering its report such firm may rely, as to the matters relating to the direct servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of with respect to such reportSub-Servicer's previous fiscal year) with respect to those subSub-Servicers. If Promptly after receipt of such reports, the Depositor notifies the Trusteeshall review such reports and, the Master Servicer and the Special Servicer on or before March 1 of any year that such statements are required to be filed if applicable, consult with the Commission as part of the Form 10-K for the Trust covering the prior calendar year, each of the Master Servicer and the Special Servicer shall deliver such statement in respect of it by March 15 of such year. The Master Servicer and or the Special Servicer, as applicable, as to the extent nature of any defaults by the Servicer or the Special Servicer, as applicable, will reasonably cooperate with in the Depositor in conforming fulfillment of any reports delivered pursuant to this Section 3.14 to requirements imposed by the Commission on the Depositor in connection with the Commission's issuance of a no-action letter relating to the Depositor's reporting requirements in respect of the Trust pursuant to Servicer's or the Exchange ActSpecial Servicer's obligations.