Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee and each Rating Agency, on or before June 30 (90 days after the end of the Servicer's fiscal year) of each year, beginning on June 30, 2000, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March 31 to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report for four months with respect to the twelve months ended the immediately preceding March 31 and for each Monthly Report the Independent Accountant will agree all amounts in the Monthly Report to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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 2 contracts
Samples: Transfer and Servicing Agreement (Orix Credit Alliance Receivables Trust 2000 B), Transfer and Servicing Agreement (Orix Credit Alliance Receivables Trust 2000-A)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before June 30 March 31 (90 ninety (90) days after the end of the Servicer's ’s fiscal year) of each year, beginning on June 30March 31, 20002003, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve (12) months ended the immediately preceding March 31 December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with the Independent Accountant's ’s audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the provisions of this Section subsection 9.04(a)) and the Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report for four months with respect to the twelve (12) months ended the immediately preceding March December 31 and and, for each Monthly Report Report, the Independent Accountant will agree all amounts in the Monthly Report to the Servicer's ’s computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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 2 contracts
Samples: Transfer and Servicing Agreement (American Capital Strategies LTD), Transfer and Servicing Agreement (American Capital Strategies LTD)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its AffiliatesAffiliates (but, for the avoidance of doubt, such accountants need not provide any audit or other services to the Servicer or its Affiliates in order to qualify to provide the report described herein), to deliver to the Indenture Trustee, the Owner Trustee Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before June 30 March 31 (90 days after the end of the Servicer's ’s fiscal year) of each year, beginning on June 30March 31, 20002008, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March 31 to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and the Owner Trustee, whereby the Independent Accountant will obtain the Monthly Quarterly Report for four months two Collection Periods with respect to the twelve 12 months ended the immediately preceding March December 31 and and, for each Monthly Report Quarterly Report, the Independent Accountant will agree all certain amounts in the Monthly Quarterly Report to the Servicer's ’s computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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 2 contracts
Samples: Transfer and Servicing Agreement (American Capital Strategies LTD), Transfer and Servicing Agreement (American Capital Strategies LTD)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Issuer and each Rating Agency, on or before June 30 August 31 (90 days after the end of the Servicer's fiscal year) of each year, beginning on June 30August 31, 20002002, a report addressed to the Board of Directors of the Servicer, Servicer and the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March May 31 to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report for four months with respect to the twelve months ended the immediately preceding March May 31 and for each Monthly Report the Independent Accountant will agree all amounts in the Monthly Report to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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 2 contracts
Samples: Transfer and Servicing Agreement (Greatamerica Leasing Receivables 2001-1 LLC), Transfer and Servicing Agreement (Greatamerica Leasing Receivables 2002-1 LLC)
Annual Report of Accountants. (a) The initial Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Servicer and the Trustee, the Owner Trustee and each Rating Agencyupon signature of an acknowledgment letter, on or before June 30 (90 days after the end of the Servicer's fiscal year) March 31st of each year, beginning on June 30March 31, 20002019, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee Servicer and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March 31 to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the ServicerServicer and the Trustee. As a part of such review, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Report for four months with respect to two (2) Collection Periods during the twelve 12 months ended the immediately preceding March December 31 and and, for each such Monthly Report Report, the Independent Accountant Accountants will agree all reconcile certain amounts in the Monthly Report to the Servicer's ’s computer, accounting and other reports, which . The Independent Accountants will include in such report any unreconciled amounts which were in such records that are not in agreementagreement with the amounts in the Quarterly Reports. In the event such firm of the Independent Accountants requires require the Indenture Trustee to agree to the procedures performed by such firm of the Independent Accountants, Accountants 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 will not make 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. Without limiting the generality of the foregoing, the Trustee shall have no responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of the Independent Accountants by the Servicer or the terms of any agreed upon procedures in respect of such engagement; provided, however that the Trustee shall be authorized, at the direction of the Servicer, to execute any acknowledgement or other agreement with the Independent Accountants required for the Trustee to receive any of the reports or instructions provided for herein, which acknowledgement or agreement may include, among other things, (i) acknowledgement that the Servicer has agreed that the procedures to be performed by the Independent Accountants are sufficient for the purposes of this Section 9.05, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Accountants and acknowledgement of other limitations of liability in favor of the Independent Accountants and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Accountants (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Independent Accountants that the Trustee reasonably determines adversely affects it. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. If the Backup Servicer becomes the Successor Servicer it shall be entitled to reimbursement (as Administrative Expenses) for its expenses incurred in connection with this Section 9.05.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Hercules Capital, Inc.)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, each Hedge Counterparty, the Backup Servicer and each Rating Agency, on or before June 30 (90 days after the end of the Servicer's fiscal year) March 31 of each year, beginning on June 30March 31, 20002005, a report addressed to the Board of Directors Managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (ia) with respect to the twelve 12-months ended the immediately preceding March 31 December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (iib) in connection with the Independent Accountant's Accountants’ audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (c) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (iiid) the Independent Accountant has Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to and the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Report for four 4-months with respect to the twelve 12 months ended the immediately preceding March December 31 and and, for each Monthly Report Report, the Independent Accountant Accountants will agree all amounts in the Monthly Report to the Servicer's ’s computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
Appears in 1 contract
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, each Hedge Counterparty, the Backup Servicer and each Rating Agency, on or before June 30 March 31 (90 ninety (90) days after the end of the Servicer's fiscal year) of each year, beginning on June 30March 31, 20002003, a report addressed to the Board of Directors Managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve (12) months ended the immediately preceding March 31 December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with the Independent Accountant's Accountants' audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the liquidity factor for each Healthcare Accounts Receivable Loan has been reviewed, has been properly reported by the Servicer and there are no Liquidity Factor Reduction Events other than those reported by the Servicer, (iv) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (v) the Independent Accountant has Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to and the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Report for four months with respect to the twelve (12) months ended the immediately preceding March December 31 and and, for each Monthly Report Report, the Independent Accountant Accountants will agree all amounts in the Monthly Report to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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. The Independent Accountants' report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
Appears in 1 contract
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before June 30 March 31 (90 ninety (90) days after the end of the Servicer's fiscal year) of each year, beginning on June 30March 31, 20002004, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve (12) months ended the immediately preceding March 31 December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with the Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the provisions of this Section subsection 9.04(a)) and the Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report for four months with respect to the twelve (12) months ended the immediately preceding March December 31 and and, for each Monthly Report Report, the Independent Accountant will agree all amounts in the Monthly Report to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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: Transfer and Servicing Agreement (American Capital Strategies LTD)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent AccountantsINDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustees and each Rating Agency, on or before June 30 March 31 (or 90 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on June 30March 31, 2000, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that 2001 (i) with respect to the twelve months ended the immediately preceding March December 31 (or other applicable date), a report addressed to the Board of Directors of the Servicer and to the Trustees, to the effect that such Independent Accountants have audited firm (A) has reviewed certain documents and records relating to the financial statements servicing of the Contracts in the Contracts Pool, and (B) based on such review, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm's report, and (ii) a report with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) to the effect that such accountants have applied certain agreed-upon procedures to certain documents and records relating to the servicing of Contracts under this Agreement, compared the information contained in the Servicer, 's certificates delivered during the period covered by such report with such documents and records and that as part of that audit, nothing no matters came to the attention of such Independent Accountant accountants that causes caused them to believe that the Servicer such servicing was not conducted in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, statement. A copy of such report (iithe "ACCOUNTANT'S REPORT") may be obtained by any Securityholder by a request in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related writing to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject Trustee, in the case of a Noteholder, or to the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report for four months with respect to the twelve months ended the immediately preceding March 31 and for each Monthly Report the Independent Accountant will agree all amounts in the Monthly Report case of a Certificateholder, addressed to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were not in agreementits respective Corporate Trust Office. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will has not make 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 Report of Accountants. (a) The initial Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the initial Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee and each the Rating Agency, on or before June 30 (90 days after the end of the Servicer's fiscal year) January 31st of each year, beginning on June 30January 31, 20002019, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March 31 to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the initial Servicer. As a part of such review, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Report for four months with respect to two Collection Periods during the twelve 12 months ended the immediately preceding March December 31 and and, for each such Monthly Report Report, the Independent Accountant Accountants will agree all reconcile certain amounts in the Monthly Report to the initial Servicer's ’s computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of the Independent Accountants requires require the Indenture Trustee to agree to the procedures performed by such firm of the Independent Accountants, the initial 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 initial Servicer, and the Indenture Trustee will not make 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. The Trustee shall not have any responsibility to any party to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of independent public accountants by the Servicer, and the Trustee shall be authorized, upon receipt of written direction from the Issuer or initial Servicer directing the Trustee in writing to execute any acknowledgment or other agreement with the independent public accountants required for the Trustee to receive any of the reports or instructions provided for herein, which acknowledgment or agreement may include, among other things, (i) acknowledgement that the Servicer has agreed that the procedures to be performed by the independent public accountants are sufficient for the Issuer’s purposes, (ii) acknowledgment that the Trustee has agreed that the procedures to be performed by the independent public accountants are sufficient for the Trustee’s purposes and that the Trustee’s purposes are limited solely to receipt of the report, (iii) releases by the Trustee (on behalf of itself and the Noteholders) of claims against the independent public accountants and acknowledgement of other limitations of liability in favor of the independent public accountants, and (iv) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of independent public accountants to other parties (including to the Noteholders).
Appears in 1 contract
Samples: Sale and Servicing Agreement (Horizon Technology Finance Corp)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, each Hedge Counterparty, the Backup Servicer and each Rating Agency, on or before June 30 (90 days after the end of the Servicer's fiscal year) March 31 of each year, beginning on June 30March 31, 20002005, a report addressed to the Board of Directors Managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (ia) with respect to the twelve 12-months ended the immediately preceding March 31 December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (iib) in connection with the Independent Accountant's Accountants’ audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (c) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (iiid) the Independent Accountant has Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to and the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Report for four 4-months with respect to the twelve 12-months ended the immediately preceding March December 31 and and, for each Monthly Report Report, the Independent Accountant Accountants will agree all amounts in the Monthly Report to the Servicer's ’s computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make any independent inquiry or 109 investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
Appears in 1 contract
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustees and each Rating Agency, on or before June 30 January 31 (90 or 120 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on June 30January 31, 2000, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that 2000 (i) with respect to the twelve months ended the immediately preceding March December 31 (or other applicable date), a report addressed to the Board of Directors of the Servicer and to the Trustees, to the effect that such Independent Accountants have audited firm (A) has reviewed certain documents and records relating to the financial statements servicing of the Contracts in the Contract Pool, and (B) based on such review, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm's report, and (ii) a report with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) to the effect that such accountants have applied certain agreed-upon procedures to certain documents and records relating to the servicing of Contracts under this Agreement, compared the information contained in the Servicer, 's certificates delivered during the period covered by such report with such documents and records and that as part of that audit, nothing no matters came to the attention of such Independent Accountant accountants that causes caused them to believe that the Servicer such servicing was not conducted in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, statement. A copy of such report (ii) in connection with Independent the "Accountant's audit of the Servicer, there were no exceptions or errors Report") may be obtained by any Securityholder by a request in records related writing to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject Trustee, in the case of a Noteholder, or to the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report for four months with respect to the twelve months ended the immediately preceding March 31 and for each Monthly Report the Independent Accountant will agree all amounts in the Monthly Report case of a Certificateholder, addressed to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were not in agreementits respective Corporate Trust Office. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will has not make 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: Sale and Servicing Agreement (Fidelity Leasing Inc)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee and each Rating Agency, on or before June 30 (90 days after the end of the Servicer's fiscal year) of each year, beginning on June 30, 2000, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March 31 to the effect that such Independent independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report for four months with respect to the twelve months ended the immediately preceding March 31 and for each Monthly Report the Independent Accountant will agree all amounts in the Monthly Report to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will has not make 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: Transfer and Servicing Agreement (Orix Credit Alliance Receivables Trust 1999-A)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the 77 83 Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Issuer and each Rating Agency, on or before June 30 August 1 (90 days after the end of the Servicer's fiscal year) of each year, beginning on June 30August 1, 20002001, a report addressed to the Board of Directors of the Servicer, Servicer and the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March 31 to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report for four months with respect to the twelve months ended the immediately preceding March May 31 and for each Monthly Report the Independent Accountant will agree all amounts in the Monthly Report to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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: Transfer and Servicing Agreement (Greatamerica Leasing Receivables 2000-1 LLC)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its AffiliatesAffiliates (but, for the avoidance of doubt, such accountants need not provide any audit or other services to the Servicer or its Affiliates in order to qualify to provide the report described herein), to deliver to the Indenture Trustee, the Owner Trustee Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before June 30 March 31 (90 ninety (90) days after the end of the Servicer's ’s fiscal year) of each year, beginning on June 30March 31, 20002005, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March 31 to the effect that if such Independent Accountants have audited the financial statements of the Servicer, that with respect to the twelve (12) months ended the immediately preceding December 31, such Independent Accountants have audited the financial statements of the Servicer, and as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) that in connection with the Independent Accountant's ’s audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) that the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the provisions of this Section subsection 9.04(a)) and the Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report for four months with respect to the twelve (12) months ended the immediately preceding March December 31 and and, for each Monthly Report Report, the Independent Accountant will agree all amounts in the Monthly Report to the Servicer's ’s computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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: Transfer and Servicing Agreement (American Capital Strategies LTD)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, the Backup Servicer and each Rating Agency, on or before June 30 (90 days after the end of the Servicer's fiscal year) March 31, of each year, beginning on June 30March 31, 20002008, a report addressed to the Board of Directors Managers of the Servicer, the Indenture Trustee and the Owner Trustee 121 indicating that (ia) with respect to the twelve 12-months ended the immediately preceding March 31 December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (iib) in connection with the Independent Accountant's Accountants’ audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (c) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (iiid) the Independent Accountant has Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to and the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Report for four months with respect to the twelve 12 months ended the immediately preceding March December 31 and and, for each Monthly Report Report, the Independent Accountant Accountants will agree all amounts in the Monthly Report to the Servicer's ’s computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
Appears in 1 contract
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before June 30 March 31 (90 ninety (90) days after the end of the Servicer's fiscal year) of each year, beginning on June 30March 31, 20002003, a report addressed to the Board of Directors Managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve (12) months ended the immediately preceding March 31 December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with the Independent Accountant's Accountants' audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the liquidity factor for each Healthcare Accounts Receivable Loan has been reviewed, has been properly reported by the Servicer and there are no Liquidity Factor Reduction Events other than those reported by the Servicer, (iv) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (v) the Independent Accountant has Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to and the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Report for four months with respect to the twelve (12) months ended the immediately preceding March December 31 and and, for each Monthly Report Report, the Independent Accountant Accountants will agree all amounts in the Monthly Report to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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. The Independent Accountants' report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
Appears in 1 contract
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its AffiliatesAffiliates (but, for the avoidance of doubt, such accountants need not provide any audit or other services to the Servicer or its Affiliates in order to qualify to provide the report described herein), to deliver to the Indenture Trustee, the Owner Trustee Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before June 30 March 31 (90 days after the end of the Servicer's ’s fiscal year) of each year, beginning on June 30March 31, 20002007, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March 31 to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and the Owner Trustee, whereby the Independent Accountant will obtain the Monthly Quarterly Report for four months two Collection Periods with respect to the twelve 12 months ended the immediately preceding March December 31 and and, for each Monthly Report Quarterly Report, the Independent Accountant will agree all certain amounts in the Monthly Quarterly Report to the Servicer's ’s computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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: Transfer and Servicing Agreement (American Capital Strategies LTD)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, each Hedge Counterparty, the Backup Servicer and each Rating Agency, on or before June 30 (90 days after the end of the Servicer's fiscal year) March 31 of each year, beginning on June 30March 31, 20002005, a report addressed to the Board of Directors Managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (ia) with respect to the twelve (12) months ended the immediately preceding March 31 December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (iib) in connection with the Independent Accountant's Accountants' audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (c) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (iiid) the Independent Accountant has Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to and the provisions of this Section 9.04(a)) and 103 Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Report for four months with respect to the twelve (12) months ended the immediately preceding March December 31 and and, for each Monthly Report Report, the Independent Accountant Accountants will agree all amounts in the Monthly Report to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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. The Independent Accountants' report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
Appears in 1 contract
Annual Report of Accountants. (a) The initial Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Servicer and the Trustee, the Owner Trustee and each Rating Agency, on or before June 30 (90 days after the end of the Servicer's fiscal year) March 31st of each year, beginning on June 30March 31, 20002020, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee Servicer and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March 31 to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the ServicerServicer and the Trustee. As a part of such review, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Report for four months with respect to two (2) Collection Periods during the twelve 12 months ended the immediately preceding March December 31 and and, for each such Monthly Report Report, the Independent Accountant Accountants will agree all reconcile certain amounts in the Monthly Report to the Servicer's ’s computer, accounting and other reports, which . The Independent Accountants will include in such report any unreconciled amounts which were in such records that are not in agreementagreement with the amounts in the Quarterly Reports. In the event such firm of the Independent Accountants requires require the Indenture Trustee to agree to the procedures performed by such firm of the Independent Accountants, 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 will not make 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. Without limiting the generality of the foregoing, the Trustee shall have no responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of the Independent Accountants by the Servicer or the terms of any agreed upon procedures in respect of such engagement; provided, however that the Trustee shall be authorized, at direction of the Servicer, to execute any acknowledgement or other agreement with the Independent Accountants required for the Trustee to receive any of the reports or instructions provided for herein, which acknowledgement or agreement may include, among other things, (i) acknowledgement that the Servicer has agreed that the procedures to be performed by the Independent Accountants are sufficient for the purposes of this Section 9.05, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Accountants and acknowledgement of other limitations of liability in favor of the Independent Accountants, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Accountants (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Independent Accountants that the Trustee reasonably determines adversely affects it. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. If the Backup Servicer becomes the Successor Servicer it shall be entitled to reimbursement (as Administrative Expenses) for its expenses incurred in connection with this Section 9.05.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Horizon Technology Finance Corp)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public chartered accountants (the "Independent AccountantsINDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustees and each Rating Agency, on or before June 30 March 31 (or 90 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on June 30March 31, 20001998 with respect to the twelve months ended the immediately preceding December 31 (or other applicable date), a report addressed to the Board of Directors of the Servicer, the Indenture Trustee Servicer and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March 31 Trustees, to the effect that such Independent Accountants have audited have, at the financial statements request of the Servicer, that as part reviewed certain documents and records relating to the servicing of that auditthe Contracts in the Contracts Pool (including but not limited to the Monthly Reports for such year), nothing and based on such review, which was performed in accordance with generally accepted standards for review engagements and which consisted primarity of inquiry, analytical procedures and discussion related to information supplied to such Independent Accountants, no matters came to the attention of such Independent Accountant Accountants that causes caused them to believe that the Servicer (i) such servicing was not conducted in compliance with any Section Five of the terms, covenants, provisions this Agreement or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except Monthly Reports for such exceptions as year were not prepared in accordance with Section 9.01. A copy of such Independent Accountants shall believe report (the "REVIEW ENGAGEMENT REPORT") may be obtained by any Securityholder by a request in writing to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject Trustee, in the case of a Noteholder, or to the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report for four months with respect to the twelve months ended the immediately preceding March 31 and for each Monthly Report the Independent Accountant will agree all amounts in the Monthly Report case of a Certificateholder, addressed to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were not in agreementits respective Corporate Trust Office. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will has not make 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: Sale and Servicing Agreement (Newcourt Receivables Corp Ii)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, the Backup Servicer and each Rating Agency, on or before June 30 (90 days after the end of the Servicer's fiscal year) April 1 of each year, beginning on June 30April 1, 20002006, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March 31 to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to and the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Quarterly Report for four months with respect to two Due Periods during the twelve 12 months ended the immediately preceding March December 31 and (or, with respect to the period ended December 31, 2005, during the five months after the Closing Date) and, for each Monthly Report Quarterly Report, the Independent Accountant Accountants will agree all certain amounts in the Monthly Quarterly Report to the Servicer's ’s computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
Appears in 1 contract
Samples: Sale and Servicing Agreement (NewStar Financial, Inc.)
Annual Report of Accountants. (a) The initial Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Servicer and the Trustee, the Owner Trustee and each Rating Agencyupon signature of an acknowledgment letter, on or before June 30 (90 days after the end of the Servicer's fiscal year) March 31st of each year, beginning on June 30March 31, 20002014, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee Servicer and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March 31 to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the ServicerServicer and the Trustee. As a part of such review, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Report for four months with respect to two (2) Collection Periods during the twelve 12 months ended the immediately preceding March December 31 and and, for each such Monthly Report Report, the Independent Accountant Accountants will agree all reconcile certain amounts in the Monthly Report to the Servicer's ’s computer, accounting and other reports, which . The Independent Accountants will include in such report any unreconciled amounts which were in such records that are not in agreementagreement with the amounts in the Quarterly Reports. The Servicer shall cause the annual report of Independent Accountants to be furnished to the Rating Agency; provided, however, that in the event that the Independent Accountants are unable to deliver a copy of such report to the Rating Agency, the Servicer shall, at its option (a) engage an alternate firm of independent certified public accountants (the “Alternate Accountants”) or a consulting firm with direct experience providing the required services (the “Consultants”) to prepare a report addressed to the Servicer and the Trustee for further delivery to the Rating Agency indicating that such Alternate Accountants or Consultants, as applicable, have performed the foregoing review pursuant to certain procedures as agreed by the Servicer and the Trustee or (b) file with the Securities and Exchange Commission on Form 8-K on or before March 31st of each year, beginning on March 31, 2014, (i) copies of Monthly Reports with respect to each Collection Period during the 12 months ended the immediately preceding December 31 and (ii) copies of Abbreviated Quarterly Reports with respect to each calendar quarter during the 12 months ended the immediately preceding December 31. In the event such firm of the Independent Accountants, Alternate Accountants requires or Consultants require the Indenture Trustee to agree to the procedures performed by such firm of the Independent Accountants, Alternate Accountants or Consultants, as applicable, 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 will not make 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. Without limiting the generality of the foregoing, the Trustee shall have no responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of the Independent Accountants by the Servicer or the terms of any agreed upon procedures in respect of such engagement; provided, however that the Trustee shall be authorized, at direction of the Servicer, to execute any acknowledgement or other agreement with the Independent Accountants, Alternate Accountants or Consultants required for the Trustee to receive any of the reports or instructions provided for herein, which acknowledgement or agreement may include, among other things, (i) acknowledgement that the Servicer has agreed that the procedures to be performed by the Independent Accountants, Alternate Accountants or Consultants are sufficient for the purposes of this Section 9.05, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Accountants, Alternate Accountants or Consultants and acknowledgement of other limitations of liability in favor of the Independent Accountants, Alternate Accountants or Consultants, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Accountants, Alternate Accountants or Consultants (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Independent Accountants, Alternate Accountants or Consultants that the Trustee reasonably determines adversely affects it. The Independent Accountants’ or Alternate Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. If the Backup Servicer becomes the Successor Servicer it shall be entitled to reimbursement (as Administrative Expenses) for its expenses incurred in connection with this Section 9.05.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Hercules Technology Growth Capital Inc)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustees and each Rating Agency, on or before June 30 March 31 (or 90 days after the end of the Servicer's fiscal year, if other than December 31) of each year, beginning on June 30March 31, 2000, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that 2000 (i) with respect to the twelve months ended the immediately preceding March December 31 (or other applicable date), a report addressed to the Board of Directors of the Servicer and to the Trustees, to the effect that such Independent Accountants have audited firm (A) has reviewed certain documents and records relating to the financial statements servicing of the Contracts in the Contracts Pool, and (B) based on such review, such firm is of the opinion that the Monthly Reports for such year were prepared in compliance with this Agreement, except for such exceptions as it believes to be immaterial and such other exceptions as will be set forth in such firm's report, and (ii) a report with respect to the twelve months ended the immediately preceding December 31 (or other applicable date) to the effect that such accountants have applied certain agreed-upon procedures to certain documents and records relating to the servicing of Contracts under this Agreement, compared the information contained in the Servicer, 's certificates delivered during the period covered by such report with such documents and records and that as part of that audit, nothing no matters came to the attention of such Independent Accountant accountants that causes caused them to believe that the Servicer such servicing was not conducted in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, statement. A copy of such report (ii) in connection with Independent the "Accountant's audit of the Servicer, there were no exceptions or errors Report") may be obtained by any Securityholder by a request in records related writing to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject Trustee, in the case of a Noteholder, or to the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report for four months with respect to the twelve months ended the immediately preceding March 31 and for each Monthly Report the Independent Accountant will agree all amounts in the Monthly Report case of a Certificateholder, addressed to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were not in agreementits respective Corporate Trust Office. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will has not make 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: Sale and Servicing Agreement (Heller Funding Corp Ii)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Issuer and each Rating Agency, on or before June 30 August 1 (90 days after the end of the Servicer's fiscal year) of each year, beginning on June 30August 1, 20002001, a report addressed to the Board of Directors of the Servicer, Servicer and the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March 31 to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report for four months with respect to the twelve months ended the immediately preceding March May 31 and for each Monthly Report the Independent Accountant will agree all amounts in the Monthly Report to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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: Transfer and Servicing Agreement (Greatamerica Leasing Receivables 2000-1 LLC)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, each Hedge Counterparty, the Backup Servicer and each Rating Agency, on or before June 30 (90 days after the end of the Servicer's fiscal year) March 31 of each year, beginning on June 30March 31, 20002006, a report addressed to the Board of Directors Managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (ia) with respect to the twelve 12-months ended the immediately preceding March 31 December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant Accountants that causes them to believe that the Servicer was not 113 in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (iib) in connection with the Independent Accountant's Accountants’ audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (c) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (iiid) the Independent Accountant has Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to and the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Report for four 4-months with respect to the twelve 12 months ended the immediately preceding March December 31 and and, for each Monthly Report Report, the Independent Accountant Accountants will agree all amounts in the Monthly Report to the Servicer's ’s computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
Appears in 1 contract
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent Accountants"), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, each Hedge Counterparty, the Backup Servicer and each Rating Agency, on or before June 30 March 31 (90 ninety (90) days after the end of the Servicer's fiscal year) of each year, beginning on June 30March 31, 20002004, a report addressed to the Board of Directors Managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (ia) with respect to the twelve (12) months ended the immediately preceding March 31 December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (iib) in connection with the Independent Accountant's Accountants' audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (c) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (iiid) the Independent Accountant has Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to and the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Report for four months with respect to the twelve (12) months ended the immediately preceding March December 31 and and, for each Monthly Report Report, the Independent Accountant Accountants will agree all amounts in the Monthly Report to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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. The Independent Accountants' report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
Appears in 1 contract
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, each Hedge Counterparty, the Backup Servicer and each Rating Agency, on or before June 30 (90 days after the end of the Servicer's fiscal year) March 31 of each year, beginning on June 30March 31, 20002007, a report addressed to the Board board of Directors managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (ia) with respect to the twelve 12-months ended the immediately preceding March 31 December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (iib) in connection with the Independent Accountant's Accountants’ audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (c) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (iiid) the Independent Accountant has Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to and the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Report for four months with respect to the twelve 12 months ended the immediately preceding March December 31 and and, for each Monthly Report Report, the Independent Accountant Accountants will agree all amounts in the Monthly Report to the Servicer's ’s computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
Appears in 1 contract
Annual Report of Accountants. (a) The initial Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Servicer and the Trustee, the Owner Trustee and each Rating Agencyupon signature of an acknowledgment letter, on or before June 30 (90 days after the end of the Servicer's fiscal year) March 31st of each year, beginning on June 30March 31, 20002014, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee Servicer and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March 31 to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the ServicerServicer and the Trustee. As a part of such review, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Report for four months with respect to two (2) Collection Periods during the twelve 12 months ended the immediately preceding March December 31 and and, for each such Monthly Report Report, the Independent Accountant Accountants will agree all reconcile certain amounts in the Monthly Report to the Servicer's ’s computer, accounting and other reports, which . The Independent Accountants will include in such report any unreconciled amounts which were in such records that are not in agreementagreement with the amounts in the Quarterly Reports. In the event such firm of the Independent Accountants requires require the Indenture Trustee to agree to the procedures performed by such firm of the Independent Accountants, Accountants 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 will not make 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. Without limiting the generality of the foregoing, the Trustee shall have no responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of the Independent Accountants by the Servicer or the terms of any agreed upon procedures in respect of such engagement; provided, however that the Trustee shall be authorized, at direction of the Servicer, to execute any acknowledgement or other agreement with the Independent Accountants required for the Trustee to receive any of the reports or instructions provided for herein, which acknowledgement or agreement may include, among other things, (i) acknowledgement that the Servicer has agreed that the procedures to be performed by the Independent Accountants are sufficient for the purposes of this Section 9.05, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Accountants and acknowledgement of other limitations of liability in favor of the Independent Accountants and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Accountants (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Independent Accountants that the Trustee reasonably determines adversely affects it. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. If the Backup Servicer becomes the Successor Servicer it shall be entitled to reimbursement (as Administrative Expenses) for its expenses incurred in connection with this Section 9.05.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Hercules Technology Growth Capital Inc)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "Independent AccountantsINDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, the Backup Servicer, and each Rating Agency, on or before June 30 March 31, 2002 (90 days after the end of the Servicer's fiscal year) of each year, beginning on June 30March 31, 20002002, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March December 31 to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and the Owner Trustee, whereby the Independent Accountant will obtain the Monthly Report for four months with respect to the twelve months ended the immediately preceding March December 31 and for each Monthly Report the Independent Accountant will agree all amounts in the Monthly Report to the Servicer's computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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: Acas Transfer Agreement (American Capital Strategies LTD)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Trustee, the Owner Trustee Trustee, each Hedge Counterparty, the Backup Servicer and each Rating Agency, on or before June 30 (90 days after the end of the Servicer's fiscal year) March 31 of each year, beginning on June 30March 31, 20002007, a report addressed to the Board of Directors Managers of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (ia) with respect to the twelve 12- months ended the immediately preceding March 31 December 31, to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant Accountants that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the this Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (iib) in connection with the Independent Accountant's Accountants’ audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans Loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and 113 such other exceptions as shall be set forth in such report, (c) the payment testing for Asset Based Revolvers has been reviewed and such testing is in compliance with the terms of the related Required Loan Documents and (iiid) the Independent Accountant has Accountants have performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to and the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Report for four 4-months with respect to the twelve 12 months ended the immediately preceding March December 31 and and, for each Monthly Report Report, the Independent Accountant Accountants will agree all amounts in the Monthly Report to the Servicer's ’s computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
Appears in 1 contract
Annual Report of Accountants. (a) The initial Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its Affiliates, to deliver to the Indenture Servicer and the Trustee, the Owner Trustee and each Rating Agencyupon signature of an acknowledgment letter, on or before June 30 (90 days after the end of the Servicer's fiscal year) March 31st of each year, beginning on June 30March 31, 20002014, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee Servicer and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March 31 to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the ServicerServicer and the Trustee. As a part of such review, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Report for four months with respect to two (2) Collection Periods during the twelve 12 months ended the immediately preceding March December 31 and and, for each such Monthly Report Report, the Independent Accountant Accountants will agree all reconcile certain amounts in the Monthly Report to the Servicer's ’s computer, accounting and other reports, which . The Independent Accountants will include in such report any unreconciled amounts which were in such records that are not in agreementagreement with the amounts in the Quarterly Reports. In the event such firm of the Independent Accountants requires require the Indenture Trustee to agree to the procedures performed by such firm of the Independent Accountants, 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 will not make 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. On or about April 30th of each year, beginning on April 30, 2014, the Servicer will deliver to the Rating Agency an attestation that the foregoing review by the Independent Accountants has been completed without exceptions or, if exceptions have been identified in such review, the Servicer shall include a statement setting forth its proposed actions to correct such exceptions in a timely manner. Without limiting the generality of the foregoing, the Trustee shall have no responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of the Independent Accountants by the Servicer or the terms of any agreed upon procedures in respect of such engagement; provided, however that the Trustee shall be authorized, at direction of the Servicer, to execute any acknowledgement or other agreement with the Independent Accountants required for the Trustee to receive any of the reports or instructions provided for herein, which acknowledgement or agreement may include, among other things, (i) acknowledgement that the Servicer has agreed that the procedures to be performed by the Independent Accountants are sufficient for the purposes of this Section 9.05, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Accountants and acknowledgement of other limitations of liability in favor of the Independent Accountants, and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Accountants (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Independent Accountants that the Trustee reasonably determines adversely affects it. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. If the Backup Servicer becomes the Successor Servicer it shall be entitled to reimbursement (as Administrative Expenses) for its expenses incurred in connection with this Section 9.05.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Horizon Technology Finance Corp)
Annual Report of Accountants. (a) The initial Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its Affiliates, to deliver furnish to the Indenture Servicer and the Trustee, the Owner Trustee and each Rating Agencyupon signature of an acknowledgment letter, on or before June 30 one hundred twenty (90 120) days after following the end of each fiscal year beginning with the Servicer's fiscal year) of each yearcalendar year ending December 31, beginning on June 30, 20002022, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee Servicer and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March 31 to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the ServicerServicer and the Trustee. As a part of such review, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Report for four months with respect to two (2) Collection Periods during the twelve 12 months ended the immediately preceding March December 31 and and, for each such Monthly Report Report, the Independent Accountant Accountants will agree all reconcile certain amounts in the Monthly Report to the Servicer's ’s computer, accounting and other reports, which . The Independent Accountants will include in such report any unreconciled amounts which were in such records that are not in agreementagreement with the amounts in the Quarterly Reports. In the event such firm of the Independent Accountants requires require the Indenture Trustee to agree to the procedures performed by such firm of the Independent Accountants, Accountants the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee BUSINESS.29147459.4 will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee will not make 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. Without limiting the generality of the foregoing, the Trustee shall have no responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of the Independent Accountants by the Servicer or the terms of any agreed upon procedures in respect of such engagement; provided, however that the Trustee shall be authorized, at the direction of the Servicer, to execute any acknowledgement or other agreement with the Independent Accountants required for the Trustee to receive any of the reports or instructions provided for herein, which acknowledgement or agreement may include, among other things, (i) acknowledgement that the Servicer has agreed that the procedures to be performed by the Independent Accountants are sufficient for the purposes of this Section 9.05, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Accountants and acknowledgement of other limitations of liability in favor of the Independent Accountants and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Accountants (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Independent Accountants that the Trustee reasonably determines adversely affects it. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. If the Backup Servicer becomes the Successor Servicer it shall be entitled to reimbursement (as Administrative Expenses) for its expenses incurred in connection with this Section 9.05.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Hercules Capital, Inc.)
Annual Report of Accountants. (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its AffiliatesAffiliates (but, for the avoidance of doubt, such accountants need not provide any audit or other services to the Servicer or its Affiliates in order to qualify to provide the report described herein), to deliver to the Indenture Trustee, the Owner Trustee Trustee, each Swap Counterparty, the Backup Servicer and each Rating Agency, on or before June 30 March 31 (90 days after the end of the Servicer's ’s fiscal year) of each year, beginning on June 30March 31, 20002006, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March 31 to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the Servicer, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and the Owner Trustee, whereby the Independent Accountant will obtain the Monthly Quarterly Report for four months two Collection Periods with respect to the twelve 12 months ended the immediately preceding March December 31 and and, for each Monthly Report Quarterly Report, the Independent Accountant will agree all certain amounts in the Monthly Quarterly Report to the Servicer's ’s computer, accounting and other reports, which will include in such report any amounts which were not in agreement. In the event such firm of Independent Accountants requires the Indenture Trustee to agree to the procedures performed by such firm of Independent Accountants, 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 will not make 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: Transfer and Servicing Agreement (American Capital Strategies LTD)
Annual Report of Accountants. (a) The initial Servicer shall cause a firm of nationally recognized independent certified public accountants (the "“Independent Accountants"”), who may also render other services to the Servicer or its Affiliates, to deliver furnish to the Indenture Servicer and the Trustee, the Owner Trustee and each Rating Agencyupon signature of an acknowledgment letter, on or before June 30 one hundred twenty (90 120) days after following the end of each fiscal year beginning with the Servicer's fiscal year) of each yearcalendar year ending December 31, beginning on June 30, 20002019, a report addressed to the Board of Directors of the Servicer, the Indenture Trustee Servicer and the Owner Trustee indicating that (i) with respect to the twelve months ended the immediately preceding March 31 to the effect that such Independent Accountants have audited the financial statements of the Servicer, that as part of that audit, nothing came to the attention of such Independent Accountant that causes them to believe that the Servicer was not in compliance with any of the terms, covenants, provisions or conditions of the relevant sections of the Agreement, insofar as they relate to accounting matters, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, (ii) in connection with Independent Accountant's audit of the Servicer, there were no exceptions or errors in records related to equipment leases and loans serviced by the Servicer, except for such exceptions as such Independent Accountants shall believe to be immaterial and such other exceptions as shall be set forth in such report, and (iii) the Independent Accountant has performed certain procedures as agreed by the ServicerServicer and the Trustee. As a part of such review, the Indenture Trustee (subject to the provisions of this Section 9.04(a)) and Owner Trustee, whereby the Independent Accountant Accountants will obtain the Monthly Report for four months with respect to two (2) Collection Periods during the twelve 12 months ended the immediately preceding March December 31 and and, for each such Monthly Report Report, the Independent Accountant Accountants will agree all reconcile certain amounts in the Monthly Report to the Servicer's ’s computer, accounting and other reports, which . The Independent Accountants will include in such report any unreconciled amounts which were in such records that are not in agreementagreement with the amounts in the Quarterly Reports. In the event such firm of the Independent Accountants requires require the Indenture Trustee to agree to the procedures performed by such firm of the Independent Accountants, Accountants 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 will not make 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. Without limiting the generality of the foregoing, the Trustee shall have no responsibility to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any engagement of the Independent Accountants by the Servicer or the terms of any agreed upon procedures in respect of such engagement; provided, however that the Trustee shall be authorized, at the direction of the Servicer, to execute any acknowledgement or other agreement with the Independent Accountants required for the Trustee to receive any of the reports or instructions provided for herein, which acknowledgement or agreement may include, among other things, (i) acknowledgement that the Servicer has agreed that the procedures to be performed by the Independent Accountants are sufficient for the purposes of this Section 9.05, (ii) releases by the Trustee (on behalf of itself and the Holders) of claims against the Independent Accountants and acknowledgement of other limitations of liability in favor of the Independent Accountants and (iii) restrictions or prohibitions on the disclosure of information or documents provided to it by such firm of Independent Accountants (including to the Holders). Notwithstanding the foregoing, in no event shall the Trustee be required to execute any agreement in respect of the Independent Accountants that the Trustee reasonably determines adversely affects it. The Independent Accountants’ report shall also indicate that the firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. If the Backup Servicer becomes the Successor Servicer it shall be entitled to reimbursement (as Administrative Expenses) for its expenses incurred in connection with this Section 9.05.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Hercules Capital, Inc.)
