Auditor's Statement Clause Samples

Auditor's Statement. Together with the financial statements required pursuant to subsection (a) above, a statement of the accountants who prepared the report referred to therein, to the effect that, in connection with their audit, nothing has come to their attention which would cause them to believe that Borrower failed to comply with the terms, covenants, provisions or conditions of Sections 6.08, 7.01, 7.04 or 7.05, insofar as they relate to accounting matters;

Auditor's Statement. Concurrently with the delivery of the financial statements that are required to be delivered pursuant to Section 7.01(a), a written statement of the independent certified public accountants reporting on such financial statements (unless such accountants are prohibited by law or the Financial Accounting Standards Board, or any successor, from providing such statement) to the effect that in the course of the audit upon which their certification of such financial statements was based (but without any special or additional audit procedures for the purpose) they obtained no knowledge of any condition or event relating to financial matters that constitutes a Default or an Event of Default or, if in the course of such audit the accountants obtained knowledge of any Default or Event of Default, disclosing in such written statement the nature and period of existence thereof, it being understood that such accountants shall be under no liability, directly or indirectly, to the Lenders for failure to obtain knowledge of any such condition or event.

Auditor's Statement. So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 5.3 shall be accompanied by a written statement of the Borrower's and Starwood REIT's independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that any Loan Party is in violation of any provisions of Article V or Article VI or, if any such violation exists, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

Auditor's Statement together with each such balance sheet, statement of income and statement of cash flows furnished pursuant to clause (d) above, a certified audit report of a nationally recognized independent certified public accounting firm satisfactory to the Administrative Agent, which report shall contain an unqualified opinion of such accounting firm, and an "agreed-upon procedures" report pursuant to which the accountants: (i) review the Borrower's statement that the Borrower is in compliance with the provisions of the Expense Allocation Agreement, (ii) perform the agreed upon review procedures applicable thereto, and (iii) confirm that in examining the financial statements of the Borrower and its Subsidiaries they have not become aware of any Potential Event of Default or Event of Default with respect to the Expense Allocation Agreement, or, if such accountants shall have obtained knowledge of any then existing Event of Default or Potential Event of Default they shall disclose in such report any such Event of Default or Potential Event of Default; provided that such accountants shall not be liable to the Lenders for -------- failure to obtain knowledge of any Event of Default or Potential Event of Default;