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 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.
Appears in 1 contract
Annual Accountants’ Reports. On or before each April 30 Within 120 days of each the Servicer’s fiscal year end commencing in 2017with the end of the 2010 fiscal year, the Servicer shall Servicer, at Servicer’s expense, shall:
(iA) cause a firm of independent public accountants or other diligence firm approved by the Buyer to furnish a certificate or statement LOAN SALE & SERVICING AGREEMENT (and the Servicer shall provide a copy of such certificate or statement to the Issuer, the Owner Trustee, the Indenture Trustee, the Rating Agencies Seller and the Initial PurchaserBuyer), to the effect that such firm has performed certain procedures with respect to the Servicer’s servicing controls and procedures for the previous calendar fiscal year and that, on the basis of such firms’ firm’s 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 ;
(iiB) cause its internal auditors a firm of independent public accountants or other diligence firm approved by the Buyer to furnish a certificate or statement to the Issuer, the Indenture Trustee Seller and the Initial Purchaser, Buyer to the effect that such internal auditors have firm has (x1) read this IndentureAgreement, (y2) have has 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 (z3) on the basis of such internal auditorfirm’s procedures, certifies that except for such exceptions as such internal auditors firm shall believe immaterial and such other exceptions as shall be set forth in such statement, (Ax) the information set forth in such Monthly Servicer Reports was correct; and (By) the servicing and reporting requirements have been conducted in compliance with this Indenture. In the event such Agreement; and
(C) cause a firm of independent public accountants require or other diligence firm approved by the Indenture Trustee Buyer to agree furnish a certificate or statement to the procedures Seller and the Buyer, to be performed by the effect that such firm has, using a sample of Timeshare Loans, confirmed that (1) charge-offs have been made in any accordance with the policies of the reports required Servicer and in accordance with the Transaction Documents, (2) current outstanding Loan Balances are accurate, (3) remittances to be prepared pursuant to this Section 5.05(c)the Collection Accounts are timely and accurate, (4) any automated clearing house debits have been made properly, and (5) the data from the Monthly Servicer shall direct the Indenture Trustee Reports agree with data 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 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’s systems.
Appears in 1 contract
Samples: Loan Sale and Servicing Agreement (Diamond Resorts Corp)
Annual Accountants’ Reports. On or before each April 30 of each year commencing in 20172007, 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 TrusteeRating Agency (to the extent that any Notes are rated), the Indenture Trustee, the Rating Agencies Trustee and the Initial PurchaserAgent), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s 's servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material, and (z5) on the basis of such internal auditor’s proceduresexaminations and comparisons, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, 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 Agent shall agree (Aprior to the delivery of any report) 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 independent public accountants in any of the reports required to be prepared pursuant to this Section 5.05(c5.5(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 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.
Appears in 1 contract
Samples: Indenture (Bluegreen Corp)
Annual Accountants’ Reports. On or before each April June 30 of each year commencing in 20172009, 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 (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s 's servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material and (z5) on the basis of such internal auditor’s proceduresexaminations and comparisons, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report will also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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(c5.5(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 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.
Appears in 1 contract
Samples: Indenture (Bluegreen Corp)
Annual Accountants’ Reports. On or before each April 30 of each year commencing in 20172006, the Servicer (unless the Indenture Trustee is 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 Agency and the Initial Purchaser), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto and or such Monthly Servicer Reports, or, of any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material, (z5) on the basis of such internal auditor’s proceduresexaminations and comparison, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report will also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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(c5.5(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 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.
Appears in 1 contract
Samples: Indenture (Silverleaf Resorts Inc)
Annual Accountants’ Reports. On or before each April 30 Within 120 days of each the Servicer’s fiscal year end commencing in 2017with the end of the 2016 fiscal year, the Servicer shall shall:
(i) cause a firm of independent public accountants or other diligence firm approved by the Administrative Agent to furnish a certificate or statement (and the Servicer shall provide a copy of such certificate or statement to the IssuerBorrower, the Owner TrusteeCollateral Agent, the Indenture Trustee, the Rating Agencies Paying Agent and the Initial PurchaserAdministrative Agent), to the effect that such firm has performed certain procedures with respect to the Servicer’s servicing controls and procedures for the previous calendar fiscal 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 a firm of independent public accountants or other diligence firm approved by the Administrative Agent to furnish a certificate or statement to the IssuerBorrower, the Indenture Trustee Collateral Agent, the Paying Agent and the Initial PurchaserAdministrative Agent, to the effect that such internal auditors have firm has (xA) read this IndentureAgreement, (yB) have has 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 (zC) on the basis of such internal auditorfirm’s procedures, certifies that except for such exceptions as such internal auditors firm shall believe immaterial and such other exceptions as shall be set forth in such statement, (A1) the information set forth in such Monthly Servicer Reports was correct; and (B2) the servicing and reporting requirements have been conducted in compliance with this IndentureAgreement; and Diamond - Collateral and Servicing Agreement #39303843
(iii) cause a firm of independent public accountants or other diligence firm approved by the Administrative Agent to furnish a certificate or statement to the Borrower, the Collateral Agent, the Paying Agent and the Administrative Agent, to the effect that such firm has, using a sample of Timeshare Loans, confirmed that (A) charge-offs have been made in accordance with the policies of the Servicer and in accordance with the Transaction Documents, (B) current outstanding Loan Balances are accurate, (C) remittances to the Trust Accounts are timely and accurate, (D) any automated clearing house debits have been made properly, and (E) the data from the Monthly Servicer Reports agree with data in the Servicer’s systems. In the event such independent public accountants require the Indenture Trustee Collateral Agent and Paying Agent 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 Collateral Agent and Paying Agent in writing to so agree; it being understood and agreed that the Indenture Trustee Collateral Agent and Paying Agent will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee has Collateral Agent and Paying Agent have 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.
Appears in 1 contract
Samples: Collateral and Servicing Agreement (Diamond Resorts International, Inc.)
Annual Accountants’ Reports. On or before each April June 30 of each year commencing in 20172012, the Servicer shall shall, at its own expense, (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 Agency and the Initial Purchaser), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material and (z5) on the basis of such internal auditor’s proceduresexaminations and comparisons, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report will also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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(c5.5(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 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.
Appears in 1 contract
Samples: Indenture (Bluegreen Corp)
Annual Accountants’ Reports. On or before each April 30 Within 120 days of each the Servicer’s fiscal year end commencing in 2017with the end of the 2011 fiscal year, the Servicer shall shall:
(i) cause a firm of independent public accountants or other diligence firm approved by the Administrative Agent 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 Trustee and the Initial PurchaserAdministrative Agent), to the effect that such firm has performed certain procedures with respect to the Servicer’s servicing controls and procedures for the previous calendar fiscal 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 a firm of independent public accountants or other diligence firm approved by the Administrative Agent to furnish a certificate or statement to the Issuer, the KL2 2787938.7 Indenture Trustee and the Initial PurchaserAdministrative Agent, to the effect that such internal auditors have firm has (xA) read this Indenture, (yB) have has 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 (zC) on the basis of such internal auditorfirm’s procedures, certifies that except for such exceptions as such internal auditors firm shall believe immaterial and such other exceptions as shall be set forth in such statement, (A1) the information set forth in such Monthly Servicer Reports was correct; and (B2) the servicing and reporting requirements have been conducted in compliance with this Indenture; and
(iii) cause a firm of independent public accountants or other diligence firm approved by the Administrative Agent to furnish a certificate or statement to the Issuer, the Indenture Trustee and the Administrative Agent, to the effect that such firm has, using a sample of Timeshare Loans, confirmed that (A) charge-offs have been made in accordance with the policies of the Servicer and in accordance with the Transaction Documents, (B) current outstanding Loan Balances are accurate, (C) remittances to the Trust Accounts are timely and accurate, (D) any automated clearing house debits have been made properly, and (E) the data from the Monthly Servicer Reports agree with data in the Servicer’s systems. 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 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.
Appears in 1 contract
Samples: Indenture (Diamond Resorts Corp)
Annual Accountants’ Reports. On or before each April 30 of each year commencing in 20172007, the Servicer (unless the Indenture Trustee is 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 Agency and the Initial Purchaser), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto and or such Monthly Servicer Reports, or if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material, (z5) on the basis of such internal auditor’s proceduresexaminations and comparison, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report will also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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(c5.5(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 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.
Appears in 1 contract
Samples: Indenture (Silverleaf Resorts Inc)
Annual Accountants’ Reports. On or before each April 30 of each year commencing in 20172012, the Servicer (unless the Indenture Trustee is 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 Trustee and the Initial PurchaserPlacement Agent), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s 's servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto and or such Monthly Servicer Reports, or if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material, (z5) on the basis of such internal auditor’s proceduresexaminations and comparison, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report will also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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(c5.5(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 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.
Appears in 1 contract
Samples: Indenture (Silverleaf Resorts Inc)
Annual Accountants’ Reports. On or before each April 30 of June 30of each year commencing in 20172012, 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 Seller and the Initial PurchaserBuyer), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material and (z5) on the basis of such internal auditor’s proceduresexaminations and comparisons, certifies such firm is of the opinion that the Servicer has, during the relevant period, serviced the Timeshare Loans in compliance with this Agreement and the other Transaction Documents in all material respects and that such documents and records have been maintained in accordance with this Agreement and the other Transaction Documents in all material respects, except in each case for (A) such exceptions as such internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report shall also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. In the event such independent public accountants require the Indenture Trustee Buyer 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(c7.5(c), the Servicer shall direct the Indenture Trustee Buyer in writing to so agree; it being understood and agreed that the Indenture Trustee will Buyer shall deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee Buyer 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.
Appears in 1 contract
Annual Accountants’ Reports. On or before each April 30 Within 120 days of each the Servicer’s fiscal year end commencing in 2017with the end of the 2014 fiscal year, the Servicer shall shall: KL2 2878899.10
(i) cause a firm of independent public accountants or other diligence firm approved by the Administrative Agent 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 Trustee and the Initial PurchaserAdministrative Agent), to the effect that such firm has performed certain procedures with respect to the Servicer’s servicing controls and procedures for the previous calendar fiscal 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 a firm of independent public accountants or other diligence firm approved by the Administrative Agent to furnish a certificate or statement to the Issuer, the Indenture Trustee and the Initial PurchaserAdministrative Agent, to the effect that such internal auditors have firm has (xA) read this Indenture, (yB) have has 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 (zC) on the basis of such internal auditorfirm’s procedures, certifies that except for such exceptions as such internal auditors firm shall believe immaterial and such other exceptions as shall be set forth in such statement, (A1) the information set forth in such Monthly Servicer Reports was correct; and (B2) the servicing and reporting requirements have been conducted in compliance with this Indenture; and
(iii) cause a firm of independent public accountants or other diligence firm approved by the Administrative Agent to furnish a certificate or statement to the Issuer, the Indenture Trustee and the Administrative Agent, to the effect that such firm has, using a sample of Timeshare Loans, confirmed that (A) charge-offs have been made in accordance with the policies of the Servicer and in accordance with the Transaction Documents, (B) current outstanding Loan Balances are accurate, (C) remittances to the Trust Accounts are timely and accurate, (D) any automated clearing house debits have been made properly, and (E) the data from the Monthly Servicer Reports agree with data in the Servicer’s systems. 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 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.
Appears in 1 contract
Annual Accountants’ Reports. On or before each April June 30 of each year commencing in 20172024, 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 Trustee and the Initial Purchaser), Funding Agents) to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material, and (z5) on the basis of such internal auditor’s proceduresexaminations and comparisons, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, 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 (Aprior to the delivery of any report) 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 independent public accountants in any of the reports required to be prepared pursuant to this Section 5.05(c5.5(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 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.
Appears in 1 contract
Annual Accountants’ Reports. On or before each April 30 of each year commencing in 20172012, the Servicer (unless the Indenture Trustee is 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 Agency and the Initial Purchaser), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s 's servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto and or such Monthly Servicer Reports, or if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material, (z5) on the basis of such internal auditor’s proceduresexaminations and comparison, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report will also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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(c5.5(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 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.
Appears in 1 contract
Samples: Indenture (Silverleaf Resorts Inc)
Annual Accountants’ Reports. On or before each April 30 of each year commencing in 20172016, 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 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.. KL2 2868730.8
Appears in 1 contract
Annual Accountants’ Reports. On or before each April 30 of each year commencing in 20172009, the Servicer (unless the Indenture Trustee is 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 Agency and the Initial Purchaser), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto and or such Monthly Servicer Reports, or if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material, (z5) on the basis of such internal auditor’s proceduresexaminations and comparison, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report will also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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(c5.5(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 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.
Appears in 1 contract
Samples: Indenture (Silverleaf Resorts Inc)
Annual Accountants’ Reports. On or before each April 30 Within 120 days of each the Servicer’s fiscal year end commencing in 2017with the end of the 2010 fiscal year, the Servicer shall shall:
(i) cause a firm of independent public accountants or other diligence firm approved by the Agent 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 Trustee and the Initial PurchaserAgent), to the effect that such firm has performed certain procedures with respect to the Servicer’s servicing controls and procedures for the previous calendar fiscal 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 a firm of independent public accountants or other diligence firm approved by the Agent to furnish a certificate or statement to the Issuer, the Indenture Trustee and the Initial PurchaserAgent, to the effect that such internal auditors have firm has (xA) read this Indenture, (yB) have has 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 (zC) on the basis of such internal auditorfirm’s procedures, certifies that except for such exceptions as such internal auditors firm shall believe immaterial and such other exceptions as shall be set forth in such statement, (A1) the information set forth in such Monthly Servicer Reports was correct; and (B2) the servicing and reporting requirements have been conducted in compliance with this Indenture; and
(iii) cause a firm of independent public accountants or other diligence firm approved by the Agent to furnish a certificate or statement to the Issuer, the Indenture Trustee and the Agent, to the effect that such firm has, using a sample of Timeshare Loans, confirmed that (A) charge-offs have been made in accordance with the policies of the Servicer and in accordance with the Transaction Documents, (B) current outstanding Loan Balances are accurate, (C) remittances to the Trust Accounts are timely and accurate, (D) any automated clearing house debits have been made properly, and (E) the data from the Monthly Servicer Reports agree with data in the Servicer’s systems. 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 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.
Appears in 1 contract
Annual Accountants’ Reports. On or before each April 30 Within 120 days of each the Servicer’s fiscal year end commencing in 2017with the end of the 2013 fiscal year, the Servicer shall shall:
(i) cause a firm of independent public accountants or other diligence firm approved by the Majority Noteholders 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 Trustee and the Initial PurchaserNoteholders), to the effect that such firm has performed certain procedures with respect to the Servicer’s servicing controls and procedures for the previous calendar fiscal 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 a firm of independent public accountants or other diligence firm approved by the Majority Noteholders to furnish a certificate or statement to the Issuer, the Indenture Trustee and the Initial PurchaserNoteholders, to the effect that such internal auditors have firm has (xA) read this Indenture, (yB) have has 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 (zC) on the basis of such internal auditorfirm’s procedures, certifies that except for such exceptions as such internal auditors firm shall believe immaterial and such other exceptions as shall be set forth in such statement, (A1) the information set forth in such Monthly Servicer Reports was correct; and (B2) the servicing and reporting requirements have been conducted in compliance with this Indenture; and
(iii) cause a firm of independent public accountants or other diligence firm approved by the Majority Noteholders to furnish a certificate or statement to the Issuer, the Indenture Trustee and the Noteholders, to the effect that such firm has, using a sample of Timeshare Loans, confirmed that (A) charge-offs have been made in accordance with the 32 policies of the Servicer and in accordance with the Transaction Documents, (B) current outstanding Loan Balances are accurate, (C) remittances to the Trust Accounts are timely and accurate, (D) any automated clearing house debits have been made properly, and (E) the data from the Monthly Servicer Reports agree with data in the Servicer’s systems. 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 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.
Appears in 1 contract
Annual Accountants’ Reports. On or before each April 30 Within 120 days of each the Servicer’s fiscal year end commencing in 2017with the end of the 2014 fiscal year, the Servicer shall shall:
(i) cause a firm of independent public accountants or other diligence firm approved by the Administrative Agent 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 Trustee and the Initial PurchaserAdministrative Agent), to the effect that such firm has performed certain procedures with respect to the Servicer’s servicing controls and procedures for the previous calendar fiscal 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 a firm of independent public accountants or other diligence firm approved by the Administrative Agent to furnish a certificate or statement to the Issuer, the Indenture Trustee and the Initial PurchaserAdministrative Agent, to the effect that such internal auditors have firm has (xA) read this Indenture, (yB) have has 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 (zC) on the basis of such internal auditorfirm’s procedures, certifies that except for such exceptions as such internal auditors firm shall believe immaterial and such other exceptions as shall be set forth in such statement, (A1) the information set forth in such Monthly Servicer Reports was correct; and (B2) the servicing and reporting requirements have been conducted in compliance with this Indenture; and
(iii) cause a firm of independent public accountants or other diligence firm approved by the Administrative Agent to furnish a certificate or statement to the Issuer, the Indenture Trustee and the Administrative Agent, to the effect that such firm has, using a sample of Timeshare Loans, confirmed that (A) charge-offs have been made in accordance with the policies of the Servicer and in accordance with the Transaction Documents, (B) current outstanding Loan Balances are accurate, (C) remittances to the Trust Accounts are timely and accurate, (D) any automated clearing house debits have been made properly, and (E) the data from the Monthly Servicer Reports agree with data in the Servicer’s systems. 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 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.
Appears in 1 contract
Annual Accountants’ Reports. On or before each April 30 of each year commencing in 20172012, the Servicer (unless the Indenture Trustee is 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 Trustee and the Initial PurchaserPlacement Agent), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto and or such Monthly Servicer Reports, or if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material, (z5) on the basis of such internal auditor’s proceduresexaminations and comparison, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report will also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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(c5.5(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 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.
Appears in 1 contract
Samples: Indenture (Silverleaf Resorts Inc)
Annual Accountants’ Reports. On or before each April 30 of each year commencing in 20172011, the Servicer (unless the Indenture Trustee is 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 Agency and the Initial Purchaser), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto and or such Monthly Servicer Reports, or if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material, (z5) on the basis of such internal auditor’s proceduresexaminations and comparison, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report will also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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(c5.5(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 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.
Appears in 1 contract
Samples: Indenture (Silverleaf Resorts Inc)
Annual Accountants’ Reports. On or before each April June 30 of each year commencing in 20172012, 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 Seller and the Initial PurchaserBuyer), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material and (z5) on the basis of such internal auditor’s proceduresexaminations and comparisons, certifies such firm is of the opinion that the Servicer has, during the relevant period, serviced the Timeshare Loans in compliance with this Agreement and the other Transaction Documents in all material respects and that such documents and records have been maintained in accordance with this Agreement and the other Transaction Documents in all material respects, except in each case for (A) such exceptions as such internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report shall also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. In the event such independent public accountants require the Indenture Trustee Buyer 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(c7.5(c), the Servicer shall direct the Indenture Trustee Buyer in writing to so agree; it being understood and agreed that the Indenture Trustee will Buyer shall deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee Buyer 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.
Appears in 1 contract
Annual Accountants’ Reports. On or before each April June 30 of each year commencing in 20172008, 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 (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s 's servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material and (z5) on the basis of such internal auditor’s proceduresexaminations and comparisons, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report will also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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(c5.5(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 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.
Appears in 1 contract
Samples: Indenture (Bluegreen Corp)
Annual Accountants’ Reports. On or before each April June 30 of each year commencing in 20172015, the Servicer shall shall, at its own expense, (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 each Rating Agencies Agency and the Initial PurchaserPurchasers), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material and (z5) on the basis of such internal auditor’s proceduresexaminations and comparisons, certifies 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 41 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report will also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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(c5.5(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 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.
Appears in 1 contract
Samples: Indenture (BFC Financial Corp)
Annual Accountants’ Reports. On or before each April June 30 of each year commencing in 20172024, the Servicer shall (i) shall, at its own expense, 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 each Rating Agencies Agency and the Initial PurchaserPurchasers), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared by the American Institute of Certified Public AccountantsServicer 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, nothing has come (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 42 KL2 3337076.6 To the extent the Indenture Trustee is required to agree to the attention of procedures in order to receive the accountants’ report, such firm indicating agreement may include, among other things, (1) an acknowledgement 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 agreed 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 the firm in any are sufficient for the purposes of the reports required Indenture and that such procedures are sufficient for the Indenture Trustee’s purposes which are specifically limited to be prepared pursuant to this Section 5.05(c)receipt of the accountants’ report, the Servicer shall direct (2) releases by the Indenture Trustee (on behalf of itself and the Noteholders) of claims against the firm and acknowledgement of other limitations of liability in writing favor of the firm, and (3) restrictions or prohibitions on the disclosure of the accountants’ report or other information or documents provided to so agree; it being understood and agreed by such firm to any party, including the Noteholders. Notwithstanding the foregoing, in no event shall the Indenture Trustee be required to execute any agreement in respect of the accountants’ report that the Indenture Trustee will deliver such letter of agreement determines adversely affects it in conclusive reliance upon the direction of the Servicer, 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 proceduresits individual capacity.
Appears in 1 contract
Annual Accountants’ Reports. On or before each April 30 of each year commencing in 20172009, 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 Trustee and the Initial Purchaser), Agent) to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material, and (z5) on the basis of such internal auditor’s proceduresexaminations and comparisons, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, 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 Agent shall agree (Aprior to the delivery of any report) 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 independent public accountants in any of the reports required to be prepared pursuant to this Section 5.05(c5.5(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 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.
Appears in 1 contract
Annual Accountants’ Reports. On or before each April 30 of each year commencing in 20172010, 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 Trustee and the Initial Purchaser), Agent) to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material, and (z5) on the basis of such internal auditor’s proceduresexaminations and comparisons, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, 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 Agent shall agree (Aprior to the delivery of any report) 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 independent public accountants in any of the reports required to be prepared pursuant to this Section 5.05(c5.5(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 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.
Appears in 1 contract
Samples: Indenture (Bluegreen Corp)
Annual Accountants’ Reports. On or before each April June 30 of each year commencing in 20172023, the Servicer shall (i) shall, at its own expense, 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 each Rating Agencies Agency and the Initial PurchaserPurchasers), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material and (z5) on the basis of such internal auditor’s proceduresexaminations and comparisons, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report will also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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), 43 To the Servicer shall direct extent the Indenture Trustee is required to agree to the procedures in writing order to so agree; receive the accountants’ report, such agreement may include, among other things, (1) an acknowledgement that the Servicer has agreed that the procedures to be performed by the firm are sufficient for the purposes of the Indenture and that such procedures are sufficient for the Indenture Trustee’s purposes which are specifically limited to receipt of the accountants’ report, (2) releases by the Indenture Trustee (on behalf of itself and the Noteholders) of claims against the firm and acknowledgement of other limitations of liability in favor of the firm, and (3) restrictions or prohibitions on the disclosure of the accountants’ report or other information or documents provided to it being understood and agreed by such firm to any party, including the Noteholders. Notwithstanding the foregoing, in no event shall the Indenture Trustee be required to execute any agreement in respect of the accountants’ report that the Indenture Trustee will deliver such letter of agreement determines adversely affects it in conclusive reliance upon the direction of the Servicer, 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 proceduresits individual capacity.
Appears in 1 contract
Annual Accountants’ Reports. On or before each April 30 of each year commencing in 20172011, 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 Trustee and the Initial Purchaser), Agent) to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material, and (z5) on the basis of such internal auditor’s proceduresexaminations and comparisons, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, 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 Agent shall agree (Aprior to the delivery of any report) 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 independent public accountants in any of the reports required to be prepared pursuant to this Section 5.05(c5.5(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 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.
Appears in 1 contract
Samples: Third Amended and Restated Indenture (Bluegreen Corp)
Annual Accountants’ Reports. On or before each April June 30 of each year commencing in 20172018, the Servicer shall (i) shall, at its own expense, 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 each Rating Agencies Agency and the Initial PurchaserPurchasers), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material and (z5) on the basis of such internal auditor’s proceduresexaminations and comparisons, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report will also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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(c5.5(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 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. To the extent the Indenture Trustee is required to agree to the procedures in order to receive the accountants’ report, such agreement may include, among other things, (1) an acknowledgement that the Servicer has agreed that the procedures to be performed by the firm are sufficient for the purposes of the Indenture and that such procedures are sufficient for the Indenture Trustee’s purposes which are specifically limited to receipt of the accountants’ report, (2) releases by the Indenture Trustee (on behalf of itself and the Noteholders) of claims against the firm and acknowledgement of other limitations of liability in favor of the firm, and (3) restrictions or prohibitions on the disclosure of the accountants’ report or other information or 43 documents provided to it by such firm to any party, including the Noteholders. Notwithstanding the foregoing, in no event shall the Indenture Trustee be required to execute any agreement in respect of the accountants’ report that the Indenture Trustee determines adversely affects it in its individual capacity.
Appears in 1 contract
Samples: Indenture (BBX Capital Corp)
Annual Accountants’ Reports. On or before each April June 30 of each year commencing in 20172011, the Servicer shall (i) at its own expense 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 Trustee and the Initial PurchaserPlacement Agent), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material and (z5) on the basis of such internal auditor’s proceduresexaminations and comparisons, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report will also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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(c5.5(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 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.
Appears in 1 contract
Samples: Indenture (Bluegreen Corp)
Annual Accountants’ Reports. On or before each April June 30 of each year commencing in 20172015, the Servicer shall shall, at its own expense, (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 each Rating Agencies Agency and the Initial PurchaserPurchasers), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s 41 servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material and (z5) on the basis of such internal auditor’s proceduresexaminations and comparisons, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report will also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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(c5.5(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 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.
Appears in 1 contract
Samples: Indenture (BBX Capital Corp)
Annual Accountants’ Reports. On or before each April 30 of each year commencing in 20172016, 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 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.
Appears in 1 contract
Annual Accountants’ Reports. On or before each April 30 Within 120 days of each the Servicer’s fiscal year end commencing in 2017with the end of the 2011 fiscal year, the Servicer shall shall:
(i) cause a firm of independent public accountants or other diligence firm approved by the Administrative Agent 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 Trustee and the Initial PurchaserAdministrative Agent), to the effect that such firm has performed certain procedures with respect to the Servicer’s servicing controls and procedures for the previous calendar fiscal 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 a firm of independent public accountants or other diligence firm approved by the Administrative Agent to furnish a certificate or statement to the Issuer, the Indenture Trustee and the Initial PurchaserAdministrative Agent, to the effect that such internal auditors have firm has (xA) read this Indenture, (yB) have has 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 (zC) on the basis of such internal auditorfirm’s procedures, certifies that except for such exceptions as such internal auditors firm shall believe immaterial and such other exceptions as shall be set forth in such statement, (A1) the information set forth in such Monthly Servicer Reports was correct; and (B2) the servicing and reporting requirements have been conducted in compliance with this Indenture; and
(iii) cause a firm of independent public accountants or other diligence firm approved by the Administrative Agent to furnish a certificate or statement to the Issuer, the Indenture Trustee and the Administrative Agent, to the effect that such firm has, using a sample of Timeshare Loans, confirmed that (A) charge-offs have been made in accordance with the policies of the Servicer and in accordance with the Transaction Documents, (B) current outstanding Loan Balances are accurate, (C) remittances to the Trust Accounts are timely and accurate, (D) any automated clearing house debits have been made properly, and (E) the data from the Monthly Servicer Reports agree with data in the Servicer’s systems. 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 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.
Appears in 1 contract
Samples: Indenture (Diamond Resorts Corp)
Annual Accountants’ Reports. On or before each April 30 of each year commencing in 20172012, 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 Trustee and the Initial Purchaser), Agent) to the effect that that(1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material, and (z5) on the basis of such internal auditor’s proceduresexaminations and comparisons, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, 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 Agent shall agree (Aprior to the delivery of any report) 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 independent public accountants in any of the reports required to be prepared pursuant to this Section 5.05(c5.5(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 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.
Appears in 1 contract
Samples: Indenture (Bluegreen Corp)
Annual Accountants’ Reports. On or before each April June 30 of each year commencing in 20172014, the Servicer shall shall, at its own expense, (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 Agency and the Initial Purchaser), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material and (z5) on the basis of such internal auditor’s proceduresexaminations and comparisons, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report will also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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(c5.5(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 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.
Appears in 1 contract
Samples: Indenture (Bluegreen Corp)
Annual Accountants’ Reports. On or before each April June 30 of each year commencing in 20172009, 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 Agency and the Initial Purchaser), to the effect that (1) such firm has performed certain procedures with respect to examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and thatthat such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, on (2) they have examined the basis of such firms’ procedures, conducted substantially in compliance with standards established most recent Monthly Servicer Report prepared 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 three other Monthly Servicer Reports delivered chosen at random by such firm and compared such Monthly Servicer Reports with the Servicer during the reporting period and certain specified information contained in such documents and records 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 the servicing of the such Timeshare Loans and the reporting requirements with respect thereto or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material and (z5) on the basis of such internal auditor’s proceduresexaminations and comparisons, certifies 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 internal auditors firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such statement, (A) written report. The report will also indicate that such firm is independent of the information set forth in such Monthly Servicer Reports was correct; and (B) within the servicing and reporting requirements have been conducted in compliance with this Indenturemeaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 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(c5.5(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 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.
Appears in 1 contract
Samples: Indenture (Bluegreen Corp)
