AUP Letter definition

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AUP Letter has the meaning set forth in Section 3.2.3 (Upside Sharing Amount Certification).

AUP Letter means an agreed-upon procedures letter provided by a nationally recognized accounting firm or other independent provider reasonably selected by the Administrative Agent (and, if no Event of Default has occurred and is continuing, approved by the Borrower), setting forth the results of a compliance engagement conducted within the scope reasonably specified by the Administrative Agent with respect to the Servicer, Borrower, and the Collateral. “Authorized Officer” means, with respect to the Borrower or other GreenSky Group Member, the president, the chief executive officer, the chief financial officer, the secretary or the treasurer of the Borrower or other GreenSky Group Member, as applicable, or any other officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants or delivery of financial information, the president, the chief executive officer, the chief financial officer, the treasurer or the controller of GreenSky, or any other officer having substantially the same authority and responsibility, and in all cases such person shall be listed on an incumbency certificate delivered to the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent. “Available Funds” means, with respect to any Settlement Date, all Collections and any other amounts deposited in the Collection Account during the Collection Period for the month preceding such Settlement Date and available on such Settlement Date minus all such Collections that the Borrower has elected to retain in the Collection Account to be included in the calculation of the Class A Borrowing Base or Class B Borrowing Base. “Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date. [*****] “Backup Servicer” means Systems and Services Technologies, Inc. (“SST”), in its capacity as backup servicer pursuant to the Backup Servicing Agreement, and each successor backup servicer.

Examples of AUP Letter in a sentence

The Administrative Agent shall receive an AUP Letter within six months after the Closing Date and at least annually thereafter, in each case, in form and substance reasonably satisfactory to the Administrative Agent, and the Borrower shall, and shall cause the Seller and the Servicer to, authorize and cooperate fully and on a timely basis with the initial and annual compliance engagement conducted in connection therewith.
We will provide separately an executed Form ABS Due Diligence-15E, Certification of Provider of Third-Party Due Diligence Services for Asset-Backed Securities (“Form ABS Due Diligence-15E”), using the form made available by the US Securities and Exchange Commission (“SEC”), to which this Pool AUP Letter will be appended.
Each Agent and each Lender has completed, to its satisfaction, its due diligence review and audits of the Borrower and the Servicer and their respective management, controlling stockholders, systems, underwriting, servicing and collection operations, static pool performance and loan files (subject to the requirements with respect to the delivery of the initial AUP Letter on or prior to six months from the Closing Date as set forth in Section 6.01(t)).
This is accomplished by including such information, which will include this Pool AUP Letter, in Form ABS-15G, Asset-Backed Securitizer Report Pursuant to Section 15G of the Securities Exchange Act of 1934 (“Form ABS 15G”), which is required to be furnished by the Issuer or underwriter to the SEC through the Electronic Data Gathering, Analysis, and Retrieval (“▇▇▇▇▇”) system.
The agreed upon procedures performed by KPMG on which this Pool AUP Letter reports amount to “third party due diligence services” as defined in the SEC Release.
Each Agent and each Lender has completed, to its satisfaction, its due diligence review and audits of the Borrower and the Servicer and their respective management, controlling stockholders, systems, underwriting, servicing and collection operations, static pool performance and loan files (subject to the requirements with respect to the delivery of the initial AUP Letter on or prior to six months from the Closing Date as set forth in Section 6.01(o)).
Each Agent and each Lender has completed, to its satisfaction, its due diligence review and audits of the Borrower and the Servicer and their respective management, controlling stockholders, systems, underwriting, servicing and collection operations, static pool performance and loan files (subject to the requirements with respect to the delivery of the initial AUP Letter on or prior to six months form the Closing Date as set forth in Section 6.01(t)).
This Pool AUP Letter is not issued in accordance with the professional standards of the American Institute of Certified Public Accountants or the US Public Company Accounting Oversight Board.
This Pool AUP Letter alone is not to be relied on in the United States and we accept no responsibility for any use that you may make of this Pool AUP Letter alone in the United States.
This Pool AUP Letter may only be relied upon in respect of the matters to which it refers and as of its date.

More Definitions of AUP Letter

AUP Letter means that certain letter of understanding, entered into within 90 days of the Closing Date or such later date as specified by the Agent, among the Servicer, the Agent and an independent public accounting firm, setting forth certain agreed-upon procedures to be followed by such firm with respect to its comparison of certain calculations relating to the Servicer, the Borrower and the Seller, as set forth in Section 3.09 of the Servicing Agreement.