Agreed Upon Procedures Report. Within forty five (45) days of the end of each calendar month beginning with the calendar month ending July 31, 2013 through and including the calendar month ending August 31, 2013, and within forty five (45) days of the end of each calendar quarter of the Servicer, beginning with the quarter ending September 30, 2013, the Servicer shall cause PricewaterhouseCoopers LLP (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (or any replacement therefor approved by the Administrative Agent, the “Verification Agent”) to furnish, at the Servicer’s or the Subservicer’s expense, a report to the Servicer and the Administrative Agent with respect to the prior calendar quarter, (i) to the effect that the Verification Agent has applied certain procedures, to be determined at the discretion of the Administrative Agent after consultation with the Servicer and shall be incorporated as Exhibit D hereto after the Closing Date, including re-performance of certain accounting procedures performed by the Servicer and the Subservicer pursuant to Designated Servicing Agreements and examination of certain documents and records related to the disbursement and reimbursement of Advances and accrual and payment of Deferred Servicing Fees under the related Designated Servicing Agreements and this Indenture and that, on the basis of such agreed-upon procedures, the Verification Agent confirms that the servicing (including the allocation of collections) has been conducted in compliance with the terms and conditions set forth in Article IV, except for such exceptions as it believes to be immaterial and such other exceptions as shall be set forth in such statement, and (ii) detailing the following items for such calendar quarter:
(A) For a sample of Designated Servicing Agreements for at least three dates during the applicable quarter, a reconciliation of the expected total principal and interest payments in respect of the Mortgage Loans to the amounts on deposit in the related Custodial Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Custodial Accounts;
(C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) dates per calendar quarter;
(D) “Flow of funds” testing for all of P&I Advances, Escrow Advances, Corporate Advances and Deferred Servicing Fees relating to the tracking of funds from clearing account receipt through to deposit into the Co...
Agreed Upon Procedures Report. Not later than 120 days (or such greater number of days consented to in writing by the Administrative Agent) following the close of each fiscal year of the Servicer (the reasonable out-of-pocket costs and expenses thereof to be reimbursed jointly and severally by the Sellers and the Servicer), a report of an accounting firm or consulting firm reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Group Agent and setting forth the results of such firm’s performance of agreed upon procedures with respect to the performance of Servicer for the prior fiscal year. The scope of the above agreed upon procedures report or other reports shall be as reasonably requested by the Administrative Agent or any Group Agent.
Agreed Upon Procedures Report. Not later than thirty (30) days following Administrative Agent’s delivery to Seller of a written request therefor (at the sole cost and expense of Seller), a report of an accounting firm or consulting firm reasonably acceptable to Administrative Agent, addressed to Administrative Agent and each Purchaser Agent and setting forth the results of such firm’s performance of agreed upon procedures with respect to the performance of Master Servicer for the prior fiscal year or twelve (12) calendar month period, as requested by Administrative Agent. The scope of the above agreed upon procedures report shall be as reasonably requested by Administrative Agent. Notwithstanding the foregoing, so long as no Unmatured Event of Termination or Event of Termination has occurred, Seller shall not be required to deliver the foregoing agreed upon procedures report more than once in any twelve (12) calendar month period. In addition, Seller shall cooperate with Master Servicer and the designated accountants or consultants for each annual agreed upon procedures report required pursuant to this Section 7.2(e) and Section 7.5(f).
Agreed Upon Procedures Report. Not later than thirty (30) days following Administrative Agent’s delivery to the Master Servicer of a written request therefor (at the sole cost and expense of Master Servicer), a report of an accounting firm or consulting firm reasonably acceptable to Administrative Agent, addressed to Administrative Agent and each Purchaser Agent and setting forth the results of such firm’s performance of agreed upon procedures with respect to the performance of Master Servicer for the prior fiscal year or twelve (12) calendar month period, as requested by Administrative Agent. The scope of the above agreed upon procedures report shall be as reasonably requested by Administrative Agent. Notwithstanding the foregoing, so long as no Unmatured Event of Termination or Event of Termination has occurred, Master Servicer shall not be required to deliver the foregoing agreed upon procedures report more than once in any twelve (12) calendar month period.
Agreed Upon Procedures Report. With reasonable promptness after the receipt thereof by any Facility Party, a copy of any report produced by FTI Consulting, Inc. in connection with an Agreed-Upon Procedures Audit conducted pursuant to Section 6.10(b).
Agreed Upon Procedures Report. Not later than the last day of each fiscal year of the Initial Servicer (at the sole cost and expense of the Initial Servicer), a report of an accounting firm or consulting firm reasonably acceptable to the Administrative Agent and the Required Purchasers, addressed to the Administrative Agent and each Purchaser and setting forth the results of such firm’s performance of agreed upon procedures with respect to the performance of the Initial Servicer for the prior fiscal year. The scope of the above agreed upon procedures report or other reports shall be as reasonably requested by the Administrative Agent or any Purchaser.
Agreed Upon Procedures Report. Not later than three (3) months after the end of each fiscal year of the Servicer (at the sole cost and expense of the Servicer), a copy of an agreed upon procedures report of an accounting firm or consulting firm reasonably acceptable to the Collateral Agent and each Administrative Agent, addressed to the Collateral Agent, each Administrative Agent and each Purchaser Agent and setting forth the results of such firm’s performance of agreed upon procedures with respect to the performance of the Servicer for the prior fiscal year or twelve (12) month period, as requested by the Collateral Agent or any Administrative Agent. The scope of the above agreed upon procedures report shall be as reasonably requested by the Collateral Agent and each Administrative Agent. Notwithstanding the foregoing, so long as no Event of Termination, Collection Control Event or Non-Reinvestment Event has occurred and is continuing, the Servicer shall not be required to deliver the foregoing agreed upon procedures report more than once in twelve (12) month period.
Agreed Upon Procedures Report. Not later than 90 days (or such greater number of days consented to in writing by the Administrative Agent) following the close of each fiscal year of the Servicer (at the sole cost and expense of the Borrower), a report of an accounting firm or consulting firm reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Group Agent and setting forth the results of such firm’s performance of agreed upon procedures with respect to the performance of Servicer for the prior fiscal year. The scope of the above agreed upon procedures report or other reports shall be as reasonably requested by the Administrative Agent or any Group Agent.
Agreed Upon Procedures Report. Not later than three (3) months after the end of each fiscal year of the Servicer (at the sole cost and expense of the Servicer), a copy of an agreed upon procedures report of a consulting firm or accounting firm reasonably acceptable to the Collateral Agent and the Administrative Agent (who shall promptly send the same to the Group Agents), addressed to the Collateral Agent, the Administrative Agent, and each Group Agent and setting forth the results of such firm’s performance of agreed upon procedures with respect to the performance of the Servicer for the prior fiscal year or twelve (12) month period, as reasonably requested by the Collateral Agent, the Administrative Agent or any Group Agent. The scope of the above agreed upon procedures report shall be as reasonably requested by the Collateral Agent, the Administrative Agent and the Required Lenders. For the avoidance of doubt, Protiviti Inc. (or applicable Affiliates) shall be deemed to be a consulting firm for purposes of this subsection; provided, that whether or not such consulting firm is reasonably acceptable shall remain subject to the discretion and determination of the Collateral Agent and the Administrative Agent with respect to any future agreed upon procedures reports to be delivered pursuant to this subsection.
Agreed Upon Procedures Report. On or before March 31st of each calendar year, a report prepared and delivered by a firm of nationally recognized independent public accountants (who may also render other services to the Servicer or the Seller and may include without limitation Xxxxx Xxxxxxxx LLP), or any other accounting or auditing firm reasonably acceptable to the Agent, which report shall contain a report based on agreed-upon procedures, comparing amounts set forth in the Monthly Reports to supporting underlying documentation with the specific procedures and the adequacy thereof being agreed to by the Servicer and the Agent.
