Independent Accountants The accountants who certified the financial statements and supporting schedules included in the Registration Statement are independent public accountants as required by the 1933 Act and the 1933 Act Regulations.
Determination by Independent Accountants The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.
Letter of the Company's Accountants The Company shall use all reasonable efforts to cause to be delivered to Parent a letter of PricewaterhouseCoopers LLP, dated no more than two business days before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to Parent), that is customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement.
Accountants As of the date of this Agreement, the Company shall retain an independent registered public accounting firm reasonably acceptable to the Representative, and the Company shall continue to retain a nationally recognized independent registered public accounting firm for a period of at least three (3) years after the date of this Agreement. The Representative acknowledges that the Auditor is acceptable to the Representative.
Change of Accountants During the term of this Agreement, the Servicer shall not change, or make any substitution of, its certified public accountants except upon written notice to the Master Servicer given 30 days prior to such change or substitution.
Liaison with Accountants PFPC shall act as liaison with the Fund's independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules with respect to each Portfolio. PFPC shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.
Fees of the Independent Accountant The fees and expenses of the Independent Accountant shall be paid by Seller, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer, respectively, bears to the aggregate amount actually contested by Seller and Buyer.
Appraisal Reductions (a) The Special Servicer shall: (i) upon the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of the Property unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); and (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Junior Trust Notes) up to the aggregate principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes). Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website.
Reports by Independent Accountants (a) At the Closing Date, the Issuer shall appoint one or more firms of Independent certified public accountants of recognized international reputation for purposes of reviewing and delivering the reports or certificates of such accountants required by this Indenture, which may be the firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. The Issuer may remove any firm of Independent certified public accountants at any time without the consent of any Holder of Securities. Upon any resignation by such firm or removal of such firm by the Issuer, the Issuer (or the Collateral Manager on behalf of the Issuer) shall promptly appoint by Issuer Order delivered to the Trustee and the Rating Agency a successor thereto that shall also be a firm of Independent certified public accountants of recognized international reputation, which may be a firm of Independent certified public accountants that performs accounting services for the Issuer or the Collateral Manager. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants which has resigned within 30 days after such resignation, the Issuer shall promptly notify the Trustee of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly notify the Collateral Manager, who shall appoint a successor firm of Independent certified public accountants of recognized international reputation. The fees of such Independent certified public accountants and its successor shall be payable by the Issuer as Administrative Expenses. In the event such firm requires the Bank, in any of its capacities including but not limited to Trustee or Collateral Administrator, to agree to the procedures performed by such firm, which acknowledgment or agreement may include confidentiality provisions and/or releases of claims or other liabilities by the Bank, the Issuer hereby directs the Bank to so agree; it being understood that the Bank shall deliver such letter of agreement in conclusive reliance on the foregoing direction and the Bank shall make no inquiry or investigation as to, and shall have no obligation in respect of, the sufficiency, validity, or correctness of such procedures. The Bank, in each of its capacities, shall not disclose any information or documents provided to it by such firm of Independent accountants.
Other Accounting Reports Promptly upon receipt thereof, a copy of each other report or letter submitted to the Borrower or any of its Subsidiaries by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower or any such Subsidiary, and a copy of any response by the Borrower or any such Subsidiary, or the Board of Directors of the Borrower or any such Subsidiary, to such letter or report.
