Annual Accountants’ Reports. The Manager shall furnish, or cause to be furnished to the Trustee, the Control Party, the Back-Up Manager (to the extent the Back-Up Manager is not providing such report) and the Rating Agencies, if any, within 120 days after the end of each fiscal year of the Manager, commencing with the fiscal year ending in December 2021, (i) a report of the Independent Auditors (who may also render other services to the Manager) or the Back-Up Manager summarizing the findings of a set of agreed-upon procedures performed by the Independent Auditors or the Back-Up Manager with respect to compliance with the Quarterly Noteholders’ Reports for such fiscal year (or other period) with the standards set forth herein, and (ii) a report of the Independent Auditors or the Back-Up Manager to the effect that such firm has examined the assertion of the Manager’s management as to its compliance with its management requirements for such fiscal year (or other period), and that (x) in the case of the Independent Auditors, such examination was made in accordance with standards established by the American Institute of Certified Public Accountants and (y) except as described in the report, management’s assertion is fairly stated in all material respects. In the case of the Independent Auditors, the report will also indicate that the firm is independent of the Manager within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants (each, an “Annual Accountants’ Report”). In the event such Independent Auditors require the Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 3.3, the Manager shall direct the Trustee in writing to so agree as to the procedures described therein; it being understood and agreed that the Trustee shall deliver such letter of agreement (which shall be in a form satisfactory to the Trustee) in conclusive reliance upon the direction of the Manager, and the Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.
Annual Accountants’ Reports. On or before each April 30 of each year commencing in 2017, the Servicer shall (i) cause a firm of independent public accountants to furnish a certificate or statement (and the Servicer shall provide a copy of such certificate or statement to the Issuer, the Owner Trustee, the Indenture Trustee, the Rating Agencies and the Initial Purchaser), to the effect that such firm has performed certain procedures with respect to the Servicer’s servicing controls and procedures for the previous calendar year and that, on the basis of such firms’ procedures, conducted substantially in compliance with standards established by the American Institute of Certified Public Accountants, nothing has come to the attention of such firm indicating that the Servicer has not complied with the minimum servicing standards identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America (“USAP”), except for such significant exceptions or errors that, in the opinion of such firm, it is required to report; and (ii) cause its internal auditors to furnish a certificate or statement to the Issuer, the Indenture Trustee and the Initial Purchaser, to the effect that such internal auditors have (x) read this Indenture, (y) have performed certain procedures, in accordance with USAP, with respect to the records and calculations set forth in the Monthly Servicer Reports delivered by the Servicer during the reporting period and certain specified documents and records relating to the servicing of the Timeshare Loans and the reporting requirements with respect thereto and (z) on the basis of such internal auditor’s procedures, certifies that except for such exceptions as such internal auditors shall believe immaterial and such other exceptions as shall be set forth in such statement, (A) the information set forth in such Monthly Servicer Reports was correct; and (B) the servicing and reporting requirements have been conducted in compliance with this Indenture. In the event such independent public accountants require the Indenture Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 5.05(c), the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee has not mad...
Annual Accountants’ Reports. Within one hundred twenty (120) days after the end of each fiscal year, commencing with the fiscal year ending on or around December 31, 2015, the Master Issuer shall furnish, or cause to be furnished, to the Trustee, the Servicer and the Rating Agency with respect to each Series of Notes Outstanding the reports of the Independent Auditors or the Back-Up Manager required to be delivered to the Master Issuer by the Manager pursuant to Section 3.3 of the Management Agreement.
Annual Accountants’ Reports. Within one hundred twenty (120) days after the end of each fiscal year, the Master Issuer shall furnish, or cause to be furnished, to the Trustee, the Servicer, the Back-Up Manager and each Rating Agency with respect to each Series of Notes Outstanding the reports of the Independent Auditors or the Back-Up Manager required to be delivered to the Master Issuer by the Manager pursuant to Section 3.3 of the Management Agreement.
Annual Accountants’ Reports. On or before 120 days after the end of each fiscal year of the Servicer, the Servicer and the Company shall deliver to the Trustee separate reports, prepared by a firm of independent accountants selected by the Servicer and the Company, that (i) they have examined the balance sheets of the Servicer and the Company as of the last day of said fiscal year and the related statements of operations, retained earnings and changes in financial position for such fiscal year and have issued an opinion thereon, specifying the date thereof, (ii) they have also examined certain documents and records relating to the Contracts, (iii) their examination as described under clauses (i) and (ii) above was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as they considered necessary in the circumstances, and (iv) their examinations described under clause (i) and (ii) above disclosed no exceptions which, in their opinion, were material, relating to such Contracts, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material.
Annual Accountants’ Reports. On or before each June 30 of each year commencing in 2018, the Servicer shall (i) cause a firm of independent public accountants to furnish a certificate or statement (and the Servicer shall provide a copy of such certificate or statement to the Issuer, the Indenture Trustee and the Funding Agents) to the effect that (1) such firm has examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and that such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, (2) they have examined the most recent Monthly Servicer Report prepared by the Servicer and three other Monthly Servicer Reports chosen at random by such firm and compared such Monthly Servicer Reports with the information contained in such documents and records, (3) their examination included such tests and procedures as they considered necessary in the circumstances, (4) their examinations and comparisons described under clauses (1) and (2) above disclosed no exceptions which, in their opinion, were material, relating to such Timeshare Loans or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material, and (5) on the basis of such examinations and comparisons, such firm is of the opinion that the Servicer has, during the relevant period, serviced the Timeshare Loans in compliance with this Indenture and the other Transaction Documents in all material respects and that such documents and records have been maintained in accordance with this Indenture and the other Transaction Documents in all material respects, except in each case for (A) such exceptions as such firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such written report. The report will also indicate that such firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. The Funding Agents shall agree (prior to the delivery of any report) to the procedures to be performed by independent public accountants in any of the reports required to be prepared pursuant to this Section 5.5(c).
Annual Accountants’ Reports. The annual report of the Independent Accountants of the Servicer required by Section 3.02 of the Servicing Agreement, to the extent that it refers to the Servicing Agreement, shall also specifically refer to the Servicing Agreement as supplemented by this Supplement, and shall additionally be delivered to the Indenture Trustee and each Rating Agency.
Annual Accountants’ Reports. Within 120 days after September 30 of each fiscal year for the Servicer (commencing with the year ended September 30, 1998), the Servicer shall deliver to the Titling Trustee, the 1998-B Securitization Trustee and the UTI Beneficiary (if TMCC is no longer both the Servicer and the UTI Beneficiary) a report prepared by the Independent Accountants of the Servicer concerning their review of the activities of the Servicer during the preceding 12-month period ended September 30 (or other applicable period in the case of the first such report or letter) to the effect that such accountants have reviewed certain records and documents relating to the servicing of the Contracts under this Agreement (using procedures specified in such report or letter) and as a result of such review, and in connection with such procedures, they are reporting such exceptions, if any, as shall be set forth therein. Such report or letter shall also indicate that the firm is independent with respect to the Transferor and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. In the event such Independent Accountants require the 1998-B Securitization Trustee to agree to the procedures performed by such firm, the Servicer shall direct the 1998-B Securitization Trustee in writing to so agree; it being understood and agreed that the 1998-B Securitization Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the 1998-B Securitization Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.
Annual Accountants’ Reports. The Servicer shall cause Deloitte & Touche LLP or another firm of nationally recognized independent certified public accountants, who may also render other services to the Servicer, to deliver to SPV, the Issuer, the Indenture Trustee, and each Rating Agency on or before March 31 of each year concerning the 12-month period ended December 31 of the preceding year (or such other first period since the date of this Sold SUBI Servicing Supplement), beginning March 31, 2000, (i) a report to the effect that such firm (A) has reviewed certain documents and records relating to the servicing of the Trust Assets allocated to the 1999-1A SUBI Portfolio and (B) based on such review, such firm is of the opinion that the Settlement Statements for such year were prepared in compliance with this Sold SUBI Servicing Supplement; except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm's report, and (ii) a report to the effect that such firm has examined the assertion of Servicer's management as to its compliance with the servicing requirements set forth in Article II of the Servicing Agreement with respect to such 12-month (or other) period and that (A) such examination was made in accordance with standards established by the American Institute of Certified Public Accountants, and (B) except as described in the report, management's assertion is fairly stated in all material respects. The report will also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
Annual Accountants’ Reports. (a) On or before 120 days after the end of each fiscal year of the Manager, the Manager shall deliver to each Company, the Indenture Trustee, the Backup Manager, the Class A Note Insurer, each Rating Agency and the Holders a report of a firm of independent public accountants of recognized national standing selected by the Manager to the effect that such firm has examined certain documents and records relating to the management of the Railcars, the Leases and the other Railcar Assets under this Agreement and that, on the basis of such examination conducted substantially in compliance with generally accepted audit standards, nothing came to their attention which caused them to believe that the Manager has accounted for matters regarding the Railcars, the Leases and the other Railcar Assets, including deposits in, and requested withdrawals from, the Operating Expense Reserve Subaccounts or the Collection Accounts, otherwise than in accordance with this Agreement, except for such immaterial exceptions or errors on records that, in the opinion of such firm, it is not required to report.
(b) In the event such independent public accountants require the Indenture Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 3.03, the Manager shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Manager, and the Indenture Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.
