AUP Audit Sample Clauses

AUP Audit. The Issuer shall engage an accounting firm of nationally recognized standing reasonably acceptable to the Noteholders to perform an agreed upon procedures audit (an “AUP”) for purposes of confirming the calculations included in the Manager Reports for each Payment Date, an agreed upon sample of Manager Reports for each consecutive twelve (12) month period, with the first such period commencing on January 1, 2026, and ending on the Payment Date occurring in December 2026. The Issuer shall furnish to the Indenture Trustee (who shall make the same available to the Holders, subject to any restrictions imposed by such accounting firm) copies of such AUP within one hundred twenty (120) days after the end of each calendar year. In the event such accounting firm requires the Indenture Trustee to agree to the procedures to be performed by such firm in the report required to be prepared pursuant to this Section 7.02(iii) and to agree that it will not disclose the report to any Person (including the Noteholders), the Issuer 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 Issuer, and the Indenture Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Indenture Trustee shall not be liable for any claims, liabilities or expenses related to such accounting firm’s engagement or any report issued in connection with such engagement, and dissemination of any such report is subject to the consent of such accounting firm