Common use of Auditor's Opinion and Other Annual Reports Clause in Contracts

Auditor's Opinion and Other Annual Reports. For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer must provide the Master Servicer, as part of the application process (except as to clause (b), (d) and (e)) and annually thereafter no later than the [30]th day (or if not a Business Day, the immediately preceding Business Day) preceding the latest date in each year on which an annual report on Form 10-K may be timely filed with the SEC (without regard to any extension), with the following reports and opinions: (a) financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master Servicer, in its reasonable discretion, decides to waive this requirement regarding qualification; (b) a report regarding the Servicer’s assessment of its compliance (the “Assessment of Compliance”) with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall contain the following: (i) a statement by the Servicer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer; (ii) a statement by the Servicer that it used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer; (iii) a statement by the Servicer as to which of the Servicing Criteria, if any, are not applicable to the Servicer (which statement shall be based on the activities the Servicer performs with respect to asset-backed securities transactions taken as a whole involving the Servicer that are backed by the same asset type as the Mortgage Loans); (iv) a statement by the Servicer assessing the Servicer’s compliance with the applicable Servicing Criteria as of the last day of the immediately preceding calendar year and covering the period of the preceding calendar year, which shall disclose any material instance of non-compliance with respect thereto; and (v) a statement by the Servicer that a registered public accounting firm has issued an attestation report on the Servicer’s assessment of compliance with the applicable Servicing Criteria as of the last day of the immediately preceding calendar year and covering the period of the preceding calendar year. (c) a report by registered public accounting firm which is a member of the institute of certified public accountants (the “Annual Independent Public Accountant’s Servicing Report”) that attests to, and reports on, the assessment made by the Servicer pursuant to Section 4.1.3(b) hereof, as required by and meeting the requirements of Rules 13a-18 and 15d-18 under the Exchange Act, and Item 1122(b) of Regulation AB. Such attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the 1933 Act and the Exchange Act. (d) a certificate signed by any Officer of the Servicer in the form required by Item 1123 of Regulation AB (the “Annual Statement of Compliance”), to the effect that (i) an authorized Officer of the Servicer has reviewed (or a review has been made under his or her supervision of) the Servicer’s activities under this Agreement during the prior calendar year and (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout the prior calendar year or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each failure known to such officer and the nature and status thereof. (e) a certificate signed by an Officer of the Servicer to the Master Servicer for the benefit of such Master Servicer and its officers, directors and affiliates in the event that the Master Servicer files a Sxxxxxxx-Xxxxx certification directly with the SEC in connection with the securitization of the Mortgage Loans (the “Transaction”), certifying as to the following matters: (i) Based on such Officer’s knowledge, the information relating to the Mortgage Loans and the servicing thereof submitted by the Servicer to the Master Servicer which is used in connection with preparation of the reports on Form 10-D and the annual report on Form 10-K filed with the SEC with respect to the Transaction, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification; (ii) The servicing information required to be provided to the Master Servicer by the Servicer under the Agreement has been provided to the Master Servicer; (iii) Such Officer is responsible for reviewing the activities performed by the Servicer under the Agreement and based upon the review required by the Agreement, and except as disclosed in the Assessment of Compliance, the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loan submitted to the Master Servicer, the Servicer has, as of the date of the certification fulfilled its obligations under the Agreement; and (iv) Such Officer has disclosed to the Master Servicer all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer in connection with any additional Sxxxxxxx-Xxxxx certifications directly filed by the Master Servicer involving the Mortgage Loans. The Servicer shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 4.1.3 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 4.1.3 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Auditor's Opinion and Other Annual Reports. For so long as the Mortgage Loans are master serviced by the Master Servicer, the The Servicer must provide the Master Servicer, as part of the application process (except as to clause (b), (d) and (ec)) and annually thereafter no later than within 120 days after the [30]th day (or if not a Business Day, close of the immediately preceding Business Day) preceding the latest date in each year on which an annual report on Form 10-K may be timely filed with the SEC (without regard to any extension)Servicer's fiscal year, with the following reports and opinions: (a) financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master Servicer, in its reasonable discretion, decides to waive this requirement regarding qualification; (b) a report regarding statement from the Servicer’s assessment independent certified public accountant who prepared the above-referenced financial statements for the Servicer (i) certifying that, on the basis of its an examination of certain documents and records relating to the mortgage loans being serviced by the Servicer conducted substantially in compliance (the “Assessment of Compliance”) with the Uniform Single Attestation Program for Mortgage Bankers, the servicing criteria of such mortgage loans was conducted in compliance with the provisions of this Agreement or other similar agreements, except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as are set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), as required by Rules 13a-18 such statement and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall contain the following: (i) a statement by the Servicer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer; (ii) including a statement management assertion letter signed by the Servicer that it used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to an officer of the Servicer; (iii) a statement by the Servicer as to which of the Servicing Criteria, if any, are not applicable to the Servicer (which statement shall be based on the activities the Servicer performs with respect to asset-backed securities transactions taken as a whole involving the Servicer that are backed by the same asset type as the Mortgage Loans); (iv) a statement by the Servicer assessing the Servicer’s compliance with the applicable Servicing Criteria as of the last day of the immediately preceding calendar year and covering the period of the preceding calendar year, which shall disclose any material instance of non-compliance with respect thereto; and (v) a statement by the Servicer that a registered public accounting firm has issued an attestation report on the Servicer’s assessment of compliance with the applicable Servicing Criteria as of the last day of the immediately preceding calendar year and covering the period of the preceding calendar year. (c) a report by registered public accounting firm which is a member of the institute of certified public accountants (the “Annual Independent Public Accountant’s Servicing Report”) that attests to, and reports on, the assessment made by the Servicer pursuant to Section 4.1.3(b) hereof, as required by and meeting the requirements of Rules 13a-18 and 15d-18 under the Exchange Act, and Item 1122(b) of Regulation AB. Such attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the 1933 Act and the Exchange Act. (d) a certificate signed by any Officer of the Servicer in involved in, or responsible for, the form required by Item 1123 administration and servicing of Regulation AB (the “Annual Statement Mortgage Loans certifying that the Officer signing such certificate has supervised a review of Compliance”), to the effect that (i) an authorized Officer activities of the Servicer has reviewed (or a review has been made under his or her supervision of) during the preceding fiscal year and of the Servicer’s activities 's performance during the most recently closed fiscal year under this Agreement during the prior calendar year and (ii) that to the best of such officer’s 's knowledge, based on such review, the Servicer has fulfilled all of its duties, responsibilities and obligations under this Agreement in all material respects throughout the prior calendar year such year, or, if there has been a failure by the Servicer to fulfill any such duty, responsibility or obligation in any material respectunder this Agreement, specifically identifying each failure known to such officer and specifying the nature and status thereofof each such failure. (e) a certificate signed by an Officer of the Servicer to the Master Servicer for the benefit of such Master Servicer and its officers, directors and affiliates in the event that the Master Servicer files a Sxxxxxxx-Xxxxx certification directly with the SEC in connection with the securitization of the Mortgage Loans (the “Transaction”), certifying as to the following matters: (i) Based on such Officer’s knowledge, the information relating to the Mortgage Loans and the servicing thereof submitted by the Servicer to the Master Servicer which is used in connection with preparation of the reports on Form 10-D and the annual report on Form 10-K filed with the SEC with respect to the Transaction, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification; (ii) The servicing information required to be provided to the Master Servicer by the Servicer under the Agreement has been provided to the Master Servicer; (iii) Such Officer is responsible for reviewing the activities performed by the Servicer under the Agreement and based upon the review required by the Agreement, and except as disclosed in the Assessment of Compliance, the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loan submitted to the Master Servicer, the Servicer has, as of the date of the certification fulfilled its obligations under the Agreement; and (iv) Such Officer has disclosed to the Master Servicer all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer in connection with any additional Sxxxxxxx-Xxxxx certifications directly filed by the Master Servicer involving the Mortgage Loans. The Servicer shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 4.1.3 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 4.1.3 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Auditor's Opinion and Other Annual Reports. For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer must provide the Master Servicer, as part of the application process (except as to clause (b), (dc) and (ed)) and annually thereafter no later than the [30]th 30/th/ day (or if not a Business Day, the immediately preceding Business Day) preceding the latest date in each year on which an annual report on Form 10-K may be timely filed with the SEC (without regard to any extension), with the following reports and opinions: (a) financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master Servicer, in its reasonable discretion, decides to waive this requirement regarding qualification; (b) a report regarding statement from the Servicer’s assessment of its compliance independent certified public accountant (the “Assessment "Annual Independent Public Accountant's Servicing Report") who prepared the above-referenced financial statements for the Servicer (i) certifying that, on the basis of Compliance”) an examination of certain documents and records relating to the mortgage loans being serviced by the Servicer conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, the servicing criteria of such mortgage loans was conducted in compliance with the provisions of this Agreement or other similar agreements, except for (a) such exceptions as such firm believes to be immaterial and (b) such other exceptions as are set forth in Item 1122(dsuch statement and (ii) including a management assertion letter signed by an officer of Regulation AB (the “Servicing Criteria”), as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall contain the following: (i) a statement by the Servicer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer; (ii) a statement by the Servicer that it used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer; (iii) a statement by the Servicer as to which of the Servicing Criteria, if any, are not applicable to the Servicer (which statement shall be based on the activities the Servicer performs with respect to asset-backed securities transactions taken as a whole involving the Servicer that are backed by the same asset type as the Mortgage Loans); (iv) a statement by the Servicer assessing the Servicer’s compliance with the applicable Servicing Criteria as of the last day of the immediately preceding calendar year and covering the period of the preceding calendar year, which shall disclose any material instance of non-compliance with respect thereto; and (v) a statement by the Servicer that a registered public accounting firm has issued an attestation report on the Servicer’s assessment of compliance with the applicable Servicing Criteria as of the last day of the immediately preceding calendar year and covering the period of the preceding calendar year. (c) a report by registered public accounting firm which is a member of the institute of certified public accountants (the “Annual Independent Public Accountant’s Servicing Report”) that attests to, and reports on, the assessment made by the Servicer pursuant to Section 4.1.3(b) hereof, as required by and meeting the requirements of Rules 13a-18 and 15d-18 under the Exchange Act, and Item 1122(b) of Regulation AB. Such attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the 1933 Act and the Exchange Act. (d) a certificate signed by any Officer of the Servicer in involved in, or responsible for, the form required by Item 1123 administration and servicing of Regulation AB the Mortgage Loans (the “"Annual Statement of Compliance”), to ") certifying that the effect that (i) an authorized Officer signing such certificate has supervised a review of the activities of the Servicer has reviewed (or a review has been made under his or her supervision of) during the preceding fiscal year and of the Servicer’s activities 's performance during the most recently closed fiscal year under this Agreement during the prior calendar year and (ii) that to the best of such officer’s 's knowledge, based on such review, the Servicer has fulfilled all of its duties, responsibilities and obligations under this Agreement in all material respects throughout the prior calendar year such year, or, if there has been a failure by the Servicer to fulfill any such duty, responsibility or obligation in any material respectunder this Agreement, specifically identifying each failure known to such officer and specifying the nature and status thereof.of each such failure; and (ed) a certificate signed by an Officer of the Servicer to the Master Servicer for the benefit of such Master Servicer and its officers, directors and affiliates in the event that the Master Servicer files a SxxxxxxxXxxxxxxx-Xxxxx certification directly with the SEC in connection with the securitization of the Mortgage Loans (the “"Transaction”"), certifying as to the following matters: (i) Based on such Officer’s 's knowledge, the information relating to the Mortgage Loans and the servicing thereof submitted by the Servicer to the Master Servicer which is used in connection with preparation of the reports on Form 108-D K and the annual report on Form 10-K filed with the SEC with respect to the Transaction, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification; (ii) The servicing information required to be provided to the Master Servicer by the Servicer under the Agreement has been provided to the Master Servicer; (iii) Such Officer is responsible for reviewing the activities performed by the Servicer under the Agreement and based upon the review required by the Agreement, and except as disclosed in the Assessment of Compliance, the Annual Statement of Compliance, the Annual Independent Public Accountant’s 's Servicing Report and all servicing reports, officer’s 's certificates and other information relating to the servicing of the Mortgage Loan submitted to the Master Servicer, the Servicer has, as of the date of the certification fulfilled its obligations under the Agreement; and (iv) Such Officer has disclosed to the Master Servicer all significant deficiencies relating to the Servicer’s 's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer in connection with any additional SxxxxxxxXxxxxxxx-Xxxxx certifications directly filed by the Master Servicer involving the Mortgage Loans. The Servicer shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 4.1.3 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Servicer on the other in connection with a breach of the Servicer’s 's obligations under this Section 4.1.3 or the Servicer’s 's negligence, bad faith or willful misconduct in connection therewith.

Auditor's Opinion and Other Annual Reports. For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer must provide the Master Servicer, as part of the application process (except as to clause (b), (d) and (e)) and annually thereafter no later than the [30]th day (or if not a Business Day, the immediately preceding Business Day) preceding the latest date in each year on which an annual report on Form 10-K may be timely filed with the SEC (without regard to any extension), with the following reports and opinions: (a) financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master Servicer, in its reasonable discretion, decides to waive this requirement regarding qualification; (b) a report regarding the Servicer’s 's assessment of its compliance (the “"Assessment of Compliance”") with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “"Servicing Criteria”"), as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall contain the following: (i) a statement by the Servicer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer; (ii) a statement by the Servicer that it used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer; (iii) a statement by the Servicer as to which of the Servicing Criteria, if any, are not applicable to the Servicer (which statement shall be based on the activities the Servicer performs with respect to asset-backed securities transactions taken as a whole involving the Servicer that are backed by the same asset type as the Mortgage Loans); (iv) a statement by the Servicer assessing the Servicer’s 's compliance with the applicable Servicing Criteria as of the last day of the immediately preceding calendar year and covering the period of the preceding calendar year, which shall disclose any material instance of non-compliance with respect thereto; and (v) a statement by the Servicer that a registered public accounting firm has issued an attestation report on the Servicer’s 's assessment of compliance with the applicable Servicing Criteria as of the last day of the immediately preceding calendar year and covering the period of the preceding calendar year. (c) a report by registered public accounting firm which is a member of the institute of certified public accountants (the “"Annual Independent Public Accountant’s 's Servicing Report”") that attests to, and reports on, the assessment made by the Servicer pursuant to Section 4.1.3(b) hereof, as required by and meeting the requirements of Rules 13a-18 and 15d-18 under the Exchange Act, and Item 1122(b) of Regulation AB. Such attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the 1933 Act and the Exchange Act. (d) a certificate signed by any Officer of the Servicer in the form required by Item 1123 of Regulation AB (the “"Annual Statement of Compliance”"), to the effect that (i) an authorized Officer of the Servicer has reviewed (or a review has been made under his or her supervision of) the Servicer’s 's activities under this Agreement during the prior calendar year and (ii) to the best of such officer’s 's knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout the prior calendar year or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each failure known to such officer and the nature and status thereof. (e) a certificate signed by an Officer of the Servicer to the Master Servicer for the benefit of such Master Servicer and its officers, directors and affiliates in the event that the Master Servicer files a SxxxxxxxSarbanes-Xxxxx Oxley certification directly with the SEC in connection with the securitization witx xxx xxcuritization of the Mortgage Loans (the “"Transaction”"), certifying as to the following matters: (i) Based on such Officer’s 's knowledge, the information relating to the Mortgage Loans and the servicing thereof submitted by the Servicer to the Master Servicer which is used in connection with preparation of the reports on Form 10-D and the annual report on Form 10-K filed with the SEC with respect to the Transaction, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification; (ii) The servicing information required to be provided to the Master Servicer by the Servicer under the Agreement has been provided to the Master Servicer; (iii) Such Officer is responsible for reviewing the activities performed by the Servicer under the Agreement and based upon the review required by the Agreement, and except as disclosed in the Assessment of Compliance, the Annual Statement of Compliance, the Annual Independent Public Accountant’s 's Servicing Report and all servicing reports, officer’s 's certificates and other information relating to the servicing of the Mortgage Loan submitted to the Master Servicer, the Servicer has, as of the date of the certification fulfilled its obligations under the Agreement; and (iv) Such Officer has disclosed to the Master Servicer all significant deficiencies relating to the Servicer’s 's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer in connection with any additional SxxxxxxxSarbanes-Xxxxx Oxley certifications directly filed by the Master Servicer involving the xxxxxxxxx xxx Mortgage Loans. The Servicer shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 4.1.3 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Servicer on the other in connection with a breach of the Servicer’s 's obligations under this Section 4.1.3 or the Servicer’s 's negligence, bad faith or willful misconduct in connection therewith.