Exhibit
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Donlen Corporation 3000 Lakeside Drive Bannockburn, IL 60015 | |
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Independent Accountants’ Report
on Applying Agreed-Upon Procedures
We have performed the procedures described below, which were agreed to by Donlen Corporation (the “Company”) and RBC Capital Markets, LLC, Mizuho Securities USA LLC, Barclays Capital Inc. and Wells Fargo Securities, LLC (collectively, the “Other Specified Parties” and, together with the Company, the “Specified Parties”), related to their evaluation of certain information with respect to a portfolio of vehicle leases in connection with the proposed offering of Hertz Fleet Lease Funding LP, Series 2019-1 Asset Backed Notes.
The information provided to us, including the information set forth in the Statistical Lease File and Disposal Data File (each as defined herein), is the responsibility of the Company. The sufficiency of these procedures is solely the responsibility of the Specified Parties of this report. Consequently, we make no representations regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.
Agreed-Upon Procedures
Vehicle Lease Review Procedures:
On April 10, 2019, representatives of the Company provided us with a computer-generated vehicle lease data file and related record layout containing data, as represented to us by the Company, as of the close of business March 31, 2019, with respect to 118,049 vehicle leases (the “Statistical Lease File”). At the Company’s instruction, we randomly selected 150 vehicle leases with (i) a depreciation value greater than zero (as indicated on the Statistical Lease File) and (ii) an “in service date” and no “out of service date” indicated on the Statistical Lease File (the “Sample Leases”). At your instruction, we performed certain comparisons and recomputations for each of the Sample Leases relating to the vehicle lease characteristics (the “Lease Characteristics”) set forth on the Statistical Lease File and indicated below.
Lease Characteristics
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1. Lease start date (in-service date) 2. Depreciation rate 3. Monthly administration fee percentage* 4. Customer name 5. Base instrument rate name** 6. Lender code 7. Donlen vehicle number (“DVN”) 8. Depreciation value (book value) 9. Applicable billing method 10. Vehicle make | 11. Vehicle model code 12. Vehicle type 13. Current month interest rate 14. Capitalized cost 15. Parent Company 16. Contractual adder/margin 17. Current base rate index** 18. Vehicle registration state* 19. Parent company rating (Moody’s)***
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* For Sample Leases identified as a “titled asset” by representatives of the Company only.
** For floating rate leases only
*** For Sample Leases identified as “investment grade” by representatives of the Company only.
We compared Lease Characteristics 1. through 3. to the corresponding information set forth on or derived from the “Master Lease Agreement” or “Administrative Agreement” (collectively, the “Master Lease Agreement”).
We compared Lease Characteristics 4. through 13. to the corresponding information set forth on or derived from the Company’s asset management system (the “Asset Management System”).
We compared Lease Characteristics 14. through 16. to the corresponding information set forth on the Master Lease Agreement or the Asset Management System.
We compared Lease Characteristics 17. to the corresponding information set forth on the “Current Interest Rate Schedule.”
We compared Lease Characteristic 18. to the Certificate of Title, Vehicle Registration, Vehicle Registration Inquiry Report or Online Registration Title Approval (collectively, the “Title Certificate”).
With respect to Lease Characteristic 19., we accessed the “Moody’s Corporation Website” (https://www.moodys.com) on April 23, 2019 and compared Characteristic 19. to the corresponding information set forth on Moody’s Corporation Website.
For purposes of our procedures and at your instruction:
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• | with respect to Lease Characteristic 13., differences of 0.01% or less are deemed to be “in agreement.” |
In addition to the procedures described above, we performed the following additional procedures (the “Additional Vehicle Lease Procedures”):
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• | for each Sample Lease identified as a “titled asset” by representatives of the Company, we observed that the Title Certificate identified (i) the title owner as “Donlen Trust” and (ii) for Sample Leases with a depreciation value (as set forth on the Asset Management System) greater than $1,000, the lien holder as “BNYMTC,” “BNYMT,” “BNY Mellon Trust Co” or “Bank of New York Mellon Trust Co, except as described in Appendix A and Appendix C;” |
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• | with respect to each of the Sample Leases, we observed that the Master Lease Agreement had a signature and that the signatory indicated on the Master Lease Agreement was identified as either the President or Chief Financial Officer; |
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• | for each Sample Lease that has been identified as containing an “active” lessee by representatives of the Company, we obtained from representatives of the Company an initial credit limit approval document or addendum to the credit limit approval document (collectively, the “Credit File Document”) and, for each Credit File Document that indicates (i) a “full credit review,” we observed either (a) a signature and that the signatory indicated on the Credit File Document was identified as either the President or Chief Financial Officer or (b) an indication of credit committee approval and (ii) a “limited credit review,” we observed either (a) a signature and that the signatory indicated on the Credit File Document was identified as the Credit Manager or (b) an indication of credit committee approval; and |
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• | with respect to each of the Sample Leases, we obtained a copy of the Certificate of Insurance Coverage or any addendum to such certificate (collectively, the “Certificate of Insurance Coverage”) from representatives of the Company and observed that (i) “Donlen Trust” and/or the Company is identified as the Certificate Holder and/or Additional Insurer or that the lessee has agreed by written contract to provide “additional insured status” to Donlen Trust (as determined by the Certificate of Insurance Coverage and Master Lease Agreement) and (ii) the insurance coverage (as set forth on the Certificate of Insurance Coverage) did not expire prior to March 31, 2019. |
Vehicle Disposal Review Procedures:
On April 11, 2019, representatives of the Company provided us with a computer generated vehicle lease data file and related record layout containing data, as represented to us by the Company, with respect to 18,983 leased vehicles owned by Donlen Trust, which were disposed between January 1, 2018 and December 31, 2018 (the “Disposal Data File”). We randomly selected 50 leases from the Disposal Data File (the “Sample Disposals”).
For each of the Sample Disposals, we compared the “vehicle gain (or loss) invoiced to customer” (the “Disposal Characteristic”) set forth on the Disposal Data File to the “vehicle gain (or loss) invoiced to customer” set forth on the “Final Settlement Report.”
Further, at the instruction of the Company, differences of $50.00 or less are noted to be “in-agreement.”
The vehicle lease and disposal documents described above, including any information obtained from the indicated systems, and any other related documents used in support of the Lease Characteristics and Disposal Characteristic were provided to us by representatives of the Company and are collectively referred to hereinafter as the “Source Documents.” We were not requested to perform, and we did not perform, any procedures with respect to the preparation or verification of any of the information set forth on the Source Documents and we make no representations concerning the accuracy or completeness of any of the information contained therein. In certain instances, our procedures were performed using data imaged facsimiles or photocopies of the Source Documents. In addition, we make no representations as to whether the Source Documents are comprehensive or valid instruments or reflect the current prevailing terms with respect to the corresponding Sample Leases and Sample Disposals.
Agreed-Upon Procedures’ Findings
The results of the foregoing procedures indicated that the Lease Characteristics and Disposal Characteristic set forth on the Statistical Lease File and Disposal Data File, respectively, were found to be in agreement with the above mentioned Source Documents, except as indicated in Appendix A. Supplemental information is contained in Appendix B and Appendix C.
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We make no representations as to the (i) actual characteristics or existence of the underlying documents or data comprising the vehicle leases underlying any of the data files or the conformity of their characteristics with those assumed for purposes of the procedures described herein, (ii) existence or ownership of the vehicle leases or (iii) reasonableness of any of the aforementioned assumptions, information or methodologies.
It should be understood that we make no representations as to questions of legal interpretation or as to the sufficiency for your purposes of the procedures enumerated in the preceding paragraphs. Also, such procedures would not necessarily reveal any material misstatement of the information referred to above. We have no responsibility to update this report for events and circumstances that occur subsequent to the date of this report.
This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to conduct, and did not conduct, an (i) audit conducted in accordance with generally accepted auditing standards or (ii) examination or a review conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, the objective of which would be the expression of an opinion or conclusion, respectively, on the accompanying information. Accordingly, we do not express such an opinion or conclusion, or any other form of assurance, including reasonable assurance. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.
None of the engagement, procedures or report was intended to address, nor did they address, the (i) conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) value of collateral securing such assets or (iii) compliance of the originator of the assets with federal, state, and local laws and regulations.
None of the engagement, procedures or report were intended to satisfy, nor did they satisfy, any criteria for due diligence published by a nationally recognized statistical rating organization.
This report is intended solely for the information and use of the Specified Parties identified above and is not intended to be and should not be used by anyone other than these Specified Parties.
Yours truly,
/s/ Deloitte & Touche LLP
May 7, 2019
Appendix A to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated May 7, 2019.
In applying our agreed-upon procedures as outlined above, we observed the following:
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Exception Description Number |
Exception Description |
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1 | One difference in vehicle registration state. |
2 | Two differences in parent company rating. |
3 | Four instances in which we were not provided with the Title Certificate. |
The information above reflects the procedures performed and is subject to the conditions set forth in the agreed-upon procedures report to which this appendix is attached.
Appendix B to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated May 7, 2019.
Supplemental Information Related to the Findings Set Forth on Appendix B
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Exception Description Number |
Sample Lease Number |
Lease Characteristic |
Lease Characteristic set forth on the Statistical Lease File |
Lease Characteristic set forth on the Source Documents |
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1 | 783527 | Vehicle registration state | WY | OK |
2 | 699495 | Parent company rating | Baa3 | Baa2 |
2 | 779810 | Parent company rating | Baa2 | Ba2 |
The information above reflects the procedures performed and is subject to the conditions set forth in the agreed-upon procedures report to which this appendix is attached.
Appendix C to Independent Accountants’ Report on Applying Agreed-Upon Procedures issued by Deloitte & Touche LLP dated May 7, 2019.
Supplemental Information Related to the Findings Set Forth on Appendix A
In applying our agreed-upon procedures as outlined above, we were not provided the Title Certificate for the following Sample Leases:
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Exception Description Number | Sample Lease Number | Items not verified |
3 | A11417 | Vehicle registration state, the title owner and the lien holder
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3 | A18830 | Vehicle registration state, the title owner and the lien holder
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3 | A38048 | Vehicle registration state, the title owner and the lien holder
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3 | A38093 | Vehicle registration state, the title owner and the lien holder
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The information above reflects the procedures performed and is subject to the conditions set forth in the agreed-upon procedures report to which this appendix is attached.