Common use of Agreed Upon Procedures Report Clause in Contracts

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 Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements; (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data reasonably requested by the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent or the Indenture Trustee to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the Administrator, at the Administrator’s own expense, upon receipt by the Administrator of written notification of, and request for, such amount from the Verification Agent.

Agreed Upon Procedures Report. Within forty five (45) days of the end of each calendar month beginning with the calendar month ending July October 31, 2013 through and up to and including the calendar month ending August 31November 30, 2013, and within forty five (45) days of the end of each calendar quarter of the Servicer, beginning with the quarter ending September 30December 31, 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 Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements; (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 43, and as specified in clauses clause (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture Supplement, Supplement including any Collateral Value exclusions provided for therein, respectively, have been met and whether the thresholds with respect to the Servicing Agreements listed on Schedule 4 and as specified in the definition of “Facility Eligible Servicing Agreement” have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data reasonably requested by the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent or the Indenture Trustee to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the Administrator, at the Administrator’s own expense, upon receipt by the Administrator of written notification of, and request for, such amount from the Verification Agent.

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) 100 days of the end of each calendar quarter of the ServicerServicer and each Subservicer, beginning with the quarter ending September 30in December, 20132011, the Servicer and the Subservicer, respectively, shall cause PricewaterhouseCoopers LLP a firm of nationally recognized independent public accountants (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 quarterquarter to the Indenture Trustee and each Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, to be determined at the discretion of the Administrative Agent after consultation agreed upon with the Servicer Depositor, the Receivables Seller, the Servicer, the Subservicer and shall be incorporated substantially as set forth in Exhibit D hereto after the Closing Datehereto, 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 is of the opinion that the servicing (including the allocation of collectionsCollections) 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 Dedicated Collection Accounts; (B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Custodial Dedicated Collection Accounts; (C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) dates Funding Dates per calendar quarter; (D) “Flow of funds” testing for all of both P&I Advances (including Servicing Fee Advances), Escrow Advances, Advances and Corporate Advances and Deferred Servicing Fees relating to the tracking of funds from clearing account receipt through to deposit into the Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements;; and (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data reasonably requested by the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent or the Indenture Trustee to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the AdministratorServicer, at the AdministratorServicer’s own expense, upon receipt by the Administrator Servicer of written notification of, and request for, such amount from the Verification Agent.

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) 100 days of the end of each calendar quarter of the ServicerServicer and each Subservicer, beginning with the quarter ending September 30in December, 20132011, the Servicer and the Subservicer, respectively, shall cause PricewaterhouseCoopers LLP a firm of nationally recognized independent public accountants (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 quarterquarter to the Indenture Trustee and the Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, to be determined at the discretion of the Administrative Agent after consultation agreed upon with the Servicer Depositor, the Receivables Seller, the Servicer, the Subservicer and shall be incorporated substantially as set forth in Exhibit D hereto after the Closing Datehereto, 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 is of the opinion that the servicing (including the allocation of collectionsCollections) 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 Dedicated Collection Accounts; (B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Custodial Dedicated Collection Accounts; (C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) dates Funding Dates per calendar quarter; (D) “Flow of funds” testing for all of both P&I Advances, Escrow Advances, Corporate Advances and Deferred Servicing Fees Xxxxxx Advances relating to the tracking of funds from clearing account receipt through to deposit into the Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements;; and (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data reasonably requested by the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent or the Indenture Trustee to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.54.5(a)(ii) and Section 4.5(a)(xv)(B), such excess shall be payable by the AdministratorServicer, at the AdministratorServicer’s own expense, upon receipt by the Administrator Servicer of written notification of, and request for, such amount from the Verification Agent.

Agreed Upon Procedures Report. Within forty five (45) 45 days of the end of each calendar month 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) 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 month or calendar quarter, as applicable, (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 statementIndenture, and (ii) detailing the following items for such calendar month or quarter, as applicable: (A) For a sample of Designated Servicing Agreements for at least three dates during the applicable month or quarter, as applicable, 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 Funding Dates per calendar month or quarter, as applicable; (D) “Flow of funds” testing for all of P&I Advances, Escrow Xxxxxx Advances, Corporate Advances and Deferred Servicing Fees relating to the tracking of funds from clearing account receipt through to deposit into the Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements; (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (IG) Any other data reasonably requested by the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent or the Indenture Trustee to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s 's expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the AdministratorServicer, at the Administrator’s Servicer's own expense, upon receipt by the Administrator Servicer of written notification of, and request for, such amount from the Verification Agent.

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) 45 days of the end of each calendar quarter of the Servicer, beginning with the calendar quarter ending September 30, 2013in June 2023, 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”) 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 month or prior calendar quarter, as applicable, to the Administrative Agent and each Note Rating Agency (if applicable), (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 C hereto after the Closing Date, including re-performance of certain accounting procedures performed by the Servicer and the Subservicer pursuant to Designated Servicing Agreements Contracts and examination of certain documents and records related to the disbursement and reimbursement of Advances and accrual and payment of Deferred Servicing Fees with respect to the Designated Pools under the related Designated Servicing Agreements Contracts and this Indenture and that, on the basis of such agreed-upon procedures, the Verification Agent confirms is of the opinion that the servicing (including the allocation of collectionsCollections) 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 quarter 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 Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements; (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and (H) A comparison of the amounts and percentages items set forth in four the Letter of Engagement, to be executed between the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data reasonably requested by Verification Agent, the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicerand PennyMac Loan Services, LLC. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A Upon the written request of any Noteholder, the Indenture Trustee shall request a copy of such report will be sent by from the Verification Agent or and, solely upon receipt thereof, the Indenture Trustee shall make such report available to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee by posting such report to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresits website. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the AdministratorServicer, at the AdministratorServicer’s own expense, upon receipt by the Administrator Servicer of written notification of, and request for, such amount from the Verification Agent.

Agreed Upon Procedures Report. Within forty five one hundred (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 (45100) days of the end of each calendar quarter of the ServicerServicer and each Subservicer, beginning with the quarter ending September 30in March, 2013, the Servicer and the Subservicer, respectively, shall cause PricewaterhouseCoopers LLP a firm of nationally recognized independent public accountants (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 quarterquarter to the Indenture Trustee, the Administrative Agent and each Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, to be determined at the discretion of the Administrative Agent after consultation agreed upon with the Servicer Depositor, the Receivables Seller, the Servicer, the Subservicer and shall be incorporated substantially as set forth in Exhibit D hereto after the Closing Datehereto, 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 69 Indenture and that, on the basis of such agreed-upon procedures, the Verification Agent confirms is of the opinion that the servicing (including the allocation of collectionsCollections) 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 Dedicated Collection Accounts; (B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Custodial Dedicated Collection Accounts; (C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) dates Funding Dates per calendar quarter; (D) “Flow of funds” testing for all of both P&I Advances (including Xxxxxxxxx Xxx Advances), Escrow Advances, Xxxxxx Advances and Corporate Advances and Deferred Servicing Fees relating to the tracking of funds from clearing account receipt through to deposit into the Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements;; and (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data reasonably requested by the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent or the Indenture Trustee to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the AdministratorServicer, at the AdministratorServicer’s own expense, upon receipt by the Administrator Servicer of written notification of, and request for, such amount from the Verification Agent.

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) 100 days of the end of each calendar quarter of the ServicerServicer and each Subservicer, beginning with the quarter ending September 30in December, 20132011, the Servicer and the Subservicer, respectively, shall cause PricewaterhouseCoopers LLP a firm of nationally recognized independent public accountants (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 quarterquarter to the Indenture Trustee and the Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, to be determined at the discretion of the Administrative Agent after consultation agreed upon with the Servicer Depositor, the Receivables Seller, the Servicer, the Subservicer and shall be incorporated substantially as set forth in Exhibit D hereto after the Closing Datehereto, 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 is of the opinion that the servicing (including the allocation of collectionsCollections) 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 Dedicated Collection Accounts; (B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Custodial Dedicated Collection Accounts; (C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) dates Funding Dates per calendar quarter; (D) “Flow of funds” testing for all of both P&I Advances, Escrow Advances, Corporate Advances and Deferred Servicing Fees Exxxxx Advances relating to the tracking of funds from clearing account receipt through to deposit into the Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements;; and (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data reasonably requested by the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent or the Indenture Trustee to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.54.5(a)(ii) and Section 4.5(a)(xv)(B), such excess shall be payable by the AdministratorServicer, at the AdministratorServicer’s own expense, upon receipt by the Administrator Servicer of written notification of, and request for, such amount from the Verification Agent.

Agreed Upon Procedures Report. Within forty forty-five (45) days of the end of each calendar month month, beginning with the calendar month ending July 31, 2013 through and including the calendar month ending August December 31, 2013, and within forty 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 month or 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 is of the opinion 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 month or quarter, as applicable: (A) For a sample of Designated Servicing Agreements for at least three dates during the applicable month or quarter, as applicable, 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 Funding Dates per calendar month or quarter, as applicable; (D) “Flow of funds” testing for all of P&I Advances, Escrow Xxxxxx Advances, Corporate Advances and Deferred Servicing Fees relating to the tracking of funds from clearing account receipt through to deposit into the Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements; (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (IG) Any other data reasonably requested by the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent or the Indenture Trustee to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s 's expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the AdministratorServicer, at the Administrator’s Servicer's own expense, upon receipt by the Administrator Servicer of written notification of, and request for, such amount from the Verification Agent.

Agreed Upon Procedures Report. Within forty five sixty (4560) days of the end of each calendar month quarter, 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, 20132015, the PMC and each NRZ Servicer shall cause PricewaterhouseCoopers LLP the professional services firm, approved by the Administrative Agent, to perform certain agreed upon procedures (who may or may not also render other services to the ServicerPMC, the NRZ Servicers, any 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 SubservicerAdministrator’s expense, a report to the applicable Servicer and the Administrative Agent with respect to the prior calendar quarter, (i) to the effect that the Verification Agent has applied performed certain agreed upon procedures, to be determined at the discretion of the Administrative Agent after consultation with the Servicer applicable Servicer, and shall be incorporated as Exhibit D hereto after the Closing Date, including re-performance of which shall include performing agreed upon procedures with respect to certain accounting procedures performed by the applicable Servicer and the applicable Subservicer pursuant to Designated Servicing Agreements and examination certain comparisons 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 that such agreed-upon procedures, procedures are being performed by the Verification Agent confirms with respect to the Administrative Agent’s evaluation 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 the applicable Servicer and the Administrative Agent believe to be immaterial and such other exceptions as shall be exceptions, each set forth in such statementthe Verification Agent’s report, and (ii) detailing the following items for such calendar month or quarter, as applicable: (A) For a sample of Designated Servicing Agreements for at least three dates during the applicable quarter, a reconciliation comparison 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 Recomputations related to daily receipt clearing reconciliation clearings (three (3) days at a minimum) with respect to a sample of Custodial Accounts; (C) A reconciliation of Recomputations related to the monthly disbursement clearing account with respect to at least two (2) dates per calendar quarter; (D) Recomputations related to the “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 Collection and Funding Account (three (3) days minimum); (E) A reconciliation comparison of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the applicable Servicer for a sample of the Designated Servicing Agreements; (F) Analysis Recomputations of recoverable Advances and Receivables and aging of these items; (G) Analysis Recalculation of whether the level of compliance with the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, 3 and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” Schedule 4 and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and; (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data procedures reasonably requested by the Administrative Agent and agreed to by the Verification Agent. For purposes of this section, items performed by the a Subservicer on behalf of the a Servicer will be deemed to have been verified as to the applicable Servicer if such verification procedures have been performed with respect to the applicable Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent Agent, or the Indenture Trustee upon consent from the Verification Agent, to each Noteholder upon receipt of a written request of the Noteholder. The Verification Agent may condition the delivery of such report to such Noteholder on such Noteholder’s execution and delivery of agreements acceptable to the Verification Agent. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the Administrator, at the Administrator’s own expense, upon receipt by the Administrator of written notification of, and request for, such amount from the Verification Agent. Exhibit D hereto may be modified from time to time pursuant to a written agreement among the Administrator, PMC, each NRZ Servicer, each Administrative Agent and the Verification Agent.

Agreed Upon Procedures Report. Within forty 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, 2013month, the Servicer shall cause PricewaterhouseCoopers LLP AMC Servicing Solutions LLC or such other professional services firm designated by the Administrator and the Administrative Agent (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 with respect to the Servicer and such calendar month, to Administrator, the Administrative Agent with respect to the prior calendar quarterand each Noteholder, (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 C 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 with respect to the Designated Pools under the related Designated Servicing Agreements and this Indenture and that, on the basis of such agreed-agreed upon procedures, the Verification Agent confirms is confirming that the servicing (including the allocation of collectionsCollections) 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:month (or such other items as may be listed in Exhibit C from time to time): (A) For a sample of Designated Servicing Agreements for at least three dates Pools during the applicable quartercalendar month, 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[Reserved]; (C) A reconciliation of the monthly disbursement clearing account with respect to at least the two (2) dates per most recent calendar quartermonths; (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 Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements; (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data reasonably requested by the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent or the Indenture Trustee to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the Administrator, at the Administrator’s own expense, upon receipt by the Administrator of written notification of, and request for, such amount from the Verification Agent.

Agreed Upon Procedures Report. Within forty five Initially, no later than sixty (4560) days following the Closing Date, and thereafter within sixty (60) days of the end of each calendar month quarter, beginning with the calendar month quarter ending July December 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, 20132020, the Servicer shall cause PricewaterhouseCoopers LLP SitusAMC or such other professional services firm designated by the Administrator and the Administrative Agent (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, furnish a report to the Servicer and the Administrative Agent with respect to the prior calendar month or prior calendar quarter, as applicable, to the Indenture Trustee, the Administrator and the Administrative Agent (i) to the effect that the Verification Agent has applied certain procedures, to be determined at the reasonable 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 each Subservicer pursuant to Designated Servicing Agreements Contracts and examination of certain documents and records related to the disbursement and reimbursement of Advances and accrual and payment of Deferred Servicing Fees with respect to the Designated Pools under the related Designated Servicing Agreements Contracts and this Indenture and that, on the basis of such agreed-agreed upon procedures, the Verification Agent confirms is confirming that the servicing (including the allocation of collectionsCollections) 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:quarter (or such other items as may be listed in Exhibit D from time to time): (A) For a sample of Designated Servicing Agreements Pools for at least three dates during the applicable calendar 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 Funding 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 Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements; (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data reasonably requested by the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent or the Indenture Trustee to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the Administrator, at the Administrator’s own expense, upon receipt by the Administrator of written notification of, and request for, such amount from the Verification Agent.

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) 100 days of the end of each calendar quarter of the ServicerServicer and each Subservicer, beginning with the quarter ending in [September 30, 20132011], the Servicer and the Subservicer, respectively, shall cause PricewaterhouseCoopers LLP a firm of nationally recognized independent public accountants (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 quarterquarter to the Indenture Trustee and the Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, to be determined at the discretion of the Administrative Agent after consultation agreed upon with the Servicer Depositor, the Receivables Seller, the Servicer, the Subservicer and shall be incorporated substantially as set forth in Exhibit D hereto after the Closing Datehereto, 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 is of the opinion that the servicing (including the allocation of collectionsCollections) 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 Dedicated Collection Accounts; (B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Custodial Dedicated Collection Accounts; (C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) dates Funding Dates per calendar quarter; (D) “Flow of funds” testing for all of both P&I Advances, Escrow Advances, Corporate Advances and Deferred Servicing Fees Xxxxxx Advances relating to the tracking of funds from clearing account receipt through to deposit into the Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements;; and (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data reasonably requested by the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent or the Indenture Trustee to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.54.5(a)(ii) and Section 4.5(a)(xv)(B), such excess shall be payable by the AdministratorServicer, at the AdministratorServicer’s own expense, upon receipt by the Administrator Servicer of written notification of, and request for, such amount from the Verification Agent.

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) 100 days of the end of each calendar quarter of the ServicerServicer and each Subservicer, beginning with the quarter ending September 30in December, 20132011, the Servicer and the Subservicer, respectively, shall cause PricewaterhouseCoopers LLP a firm of nationally recognized independent public accountants (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 quarterquarter to the Indenture Trustee and each Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, to be determined at the discretion of the Administrative Agent after consultation agreed upon with the Servicer Depositor, the Receivables Seller, the Servicer, the Subservicer and shall be incorporated substantially as set forth in Exhibit D hereto after the Closing Datehereto, 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 is of the opinion that the servicing (including the allocation of collectionsCollections) 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 Dedicated Collection Accounts; (B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Custodial Dedicated Collection Accounts; (C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) dates Funding 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 Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements; (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data reasonably requested by the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent or the Indenture Trustee to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the Administrator, at the Administrator’s own expense, upon receipt by the Administrator of written notification of, and request for, such amount from the Verification Agent.

Agreed Upon Procedures Report. Within forty five (45) days of the end of each calendar month beginning with the calendar month ending July October 31, 2013 through and up to and including the calendar month ending August 31November 30, 2013, and within forty five (45) days of the end of each calendar quarter of the Servicer, beginning with the quarter ending September 30December 31, 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 month or calendar quarter, as applicable, to the Indenture Trustee and each Note Rating Agency, (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 statementIndenture, and (ii) detailing the following items for such calendar month or quarter, as applicable: (A) For a sample of Designated Servicing Agreements for at least three dates during the applicable month or quarter, as applicable, 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 Funding Dates per calendar month or quarter, as applicable; (D) “Flow of funds” testing for all of P&I Advances, Escrow Xxxxxx Advances, Corporate Advances and Deferred Servicing Fees relating to the tracking of funds from clearing account receipt through to deposit into the Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements; (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 43, and as specified in clauses (ix) and (xi) of the definition of “Facility Eligible Receivable,” respectively, have been met and whether the thresholds with respect to the Servicing Agreements listed on Schedule 5 and as specified in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, clause (viii) of the definition of “Facility Eligible Servicing Agreement” have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data reasonably requested by the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent or the Indenture Trustee to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the AdministratorServicer, at the AdministratorServicer’s own expense, upon receipt by the Administrator Servicer of written notification of, and request for, such amount from the Verification Agent.

Agreed Upon Procedures Report. Within forty five sixty (4560) days of the end of each calendar month quarter, 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, 20132015, the Servicer shall cause PricewaterhouseCoopers LLP the professional services firm, approved by the Administrative Agent, to perform certain agreed upon procedures (who may or may not 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 performed certain agreed upon 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 which shall include performing agreed upon procedures with respect to certain accounting procedures performed by the Servicer and the Subservicer pursuant to Designated Servicing Agreements and examination certain comparisons 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 that such agreed-upon procedures, procedures are being performed by the Verification Agent confirms with respect to the Administrative Agent’s evaluation 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 the Servicer and the Administrative Agent believe to be immaterial and such other exceptions as shall be exceptions, each set forth in such statementthe Verification Agent’s report, and (ii) detailing the following items for such calendar month or quarter, as applicable: (A) For a sample of Designated Servicing Agreements for at least three dates during the applicable quarter, a reconciliation comparison 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 Recomputations related to daily receipt clearing reconciliation clearings (three (3) days at a minimum) with respect to a sample of Custodial Accounts; (C) A reconciliation of Recomputations related to the monthly disbursement clearing account with respect to at least two (2) dates per calendar quarter; (D) Recomputations related to the “Flow of funds” testing for all of P&I Advances, Escrow Xxxxxx Advances, Corporate Advances and Deferred Servicing Fees relating to the tracking of funds from clearing account receipt through to deposit into the Collection and Funding Account (three (3) days minimum); (E) A reconciliation comparison of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements; (F) Analysis Recomputations of recoverable Advances and Receivables and aging of these items; (G) Analysis Recalculation of whether the level of compliance with the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, 3 and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” Schedule 4 and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and; (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data procedures reasonably requested by the Administrative Agent and agreed to by the Verification Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent Agent, or the Indenture Trustee upon consent from the Verification Agent, to each Noteholder upon receipt of a written request of the Noteholder. The Verification Agent may condition the delivery of such report to such Noteholder on such Noteholder's execution and delivery of agreements acceptable to the Verification Agent. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the Administrator, at the Administrator’s own expense, upon receipt by the Administrator of written notification of, and request for, such amount from the Verification Agent. Exhibit D hereto may be modified from time to time pursuant to a written agreement among the Administrator, the Servicer, each Administrative Agent and the Verification Agent.

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) 100 days of the end of each calendar quarter of the ServicerServicer and each Subservicer, beginning with the quarter ending September 30in March, 2013, the Servicer and the Subservicer, respectively, shall cause PricewaterhouseCoopers LLP a firm of nationally recognized independent public accountants (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 quarterquarter to the Indenture Trustee, the Administrative Agent and each Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, to be determined at the discretion of the Administrative Agent after consultation agreed upon with the Servicer Depositor, the Receivables Seller, the Servicer, the Subservicer and shall be incorporated substantially as set forth in Exhibit D hereto after the Closing Datehereto, 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 is of the opinion that the servicing (including the allocation of collectionsCollections) 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 Dedicated Collection Accounts; (B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Custodial Dedicated Collection Accounts; (C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) dates Funding Dates per calendar quarter; (D) “Flow of funds” testing for all of both P&I Advances (including Servicing Fee Advances), Escrow Advances, Advances and Corporate Advances and Deferred Servicing Fees relating to the tracking of funds from clearing account receipt through to deposit into the Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements;; and (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data reasonably requested by the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent or the Indenture Trustee to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the AdministratorServicer, at the AdministratorServicer’s own expense, upon receipt by the Administrator Servicer of written notification of, and request for, such amount from the Verification Agent.

Agreed Upon Procedures Report. Within forty five (45) 45 days of the end of each calendar month beginning with the calendar month ending July 31, in June 2013 through and up to and including the calendar month ending August 31, 2013, and within forty five (45) 45 days of the end of each calendar quarter of the Servicer, beginning with the quarter ending in 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 month or calendar quarter, as applicable, to the Indenture Trustee and each Note Rating Agency, (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 is of the opinion that the servicing (including the allocation of collectionsCollections) 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 Funding 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 Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements; (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (IG) Any other data reasonably requested by the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent or the Indenture Trustee to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the AdministratorServicer, at the AdministratorServicer’s own expense, upon receipt by the Administrator Servicer of written notification of, and request for, such amount from the Verification Agent.

Agreed Upon Procedures Report. Within forty five sixty (4560) days of the end of each calendar month quarter, 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, 20132015, the Servicer OLS and NRM shall cause PricewaterhouseCoopers LLP the professional services firm, approved by the Administrative Agent, to perform certain agreed upon procedures (who may or may not also render other services to the ServicerOLS, NRM, 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 SubservicerAdministrator’s expense, a report to the applicable Servicer and the Administrative Agent with respect to the prior calendar quarter, (i) to the effect that the Verification Agent has applied performed certain agreed upon procedures, to be determined at the discretion of the Administrative Agent after consultation with the Servicer applicable Servicer, and shall be incorporated as Exhibit D hereto after the Closing Date, including re-performance of which shall include performing agreed upon procedures with respect to certain accounting procedures performed by the applicable Servicer and the Subservicer pursuant to Designated Servicing Agreements and examination certain comparisons 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 that such agreed-upon procedures, procedures are being performed by the Verification Agent confirms with respect to the Administrative Agent’s evaluation 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 the applicable Servicer and the Administrative Agent believe to be immaterial and such other exceptions as shall be exceptions, each set forth in such statementthe Verification Agent’s report, and (ii) detailing the following items for such calendar month or quarter, as applicable: (A) For a sample of Designated Servicing Agreements for at least three dates during the applicable quarter, a reconciliation comparison 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 Recomputations related to daily receipt clearing reconciliation clearings (three (3) days at a minimum) with respect to a sample of Custodial Accounts; (C) A reconciliation of Recomputations related to the monthly disbursement clearing account with respect to at least two (2) dates per calendar quarter; (D) Recomputations related to the “Flow of funds” testing for all of P&I Advances, Escrow Xxxxxx Advances, Corporate Advances and Deferred Servicing Fees relating to the tracking of funds from clearing account receipt through to deposit into the Collection and Funding Account (three (3) days minimum); (E) A reconciliation comparison of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the applicable Servicer for a sample of the Designated Servicing Agreements; (F) Analysis Recomputations of recoverable Advances and Receivables and aging of these items; (G) Analysis Recalculation of whether the level of compliance with the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, 3 and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” Schedule 4 and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and; (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data procedures reasonably requested by the Administrative Agent and agreed to by the Verification Agent. For purposes of this section, items performed by the Subservicer on behalf of the applicable Servicer will be deemed to have been verified as to the applicable Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent Agent, or the Indenture Trustee upon consent from the Verification Agent, to each Noteholder upon receipt of a written request of the Noteholder. The Verification Agent may condition the delivery of such report to such Noteholder on such Noteholder's execution and delivery of agreements acceptable to the Verification Agent. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the Administrator, at the Administrator’s own expense, upon receipt by the Administrator of written notification of, and request for, such amount from the Verification Agent. Exhibit D hereto may be modified from time to time pursuant to a written agreement among the Administrator, OLS, NRM, each Administrative Agent and the Verification Agent.

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) 100 days of the end of each calendar quarter of the ServicerServicer and each Subservicer, beginning with the quarter ending September 30in December, 20132011, the Servicer and the Subservicer, respectively, shall cause PricewaterhouseCoopers LLP a firm of nationally recognized independent public accountants (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 quarterquarter to the Indenture Trustee and each Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, to be determined at the discretion of the Administrative Agent after consultation agreed upon with the Servicer Depositor, the Receivables Seller, the Servicer, the Subservicer and shall be incorporated substantially as set forth in Exhibit D hereto after the Closing Datehereto, 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 is of the opinion that the servicing (including the allocation of collectionsCollections) 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 Dedicated Collection Accounts; (B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Custodial Dedicated Collection Accounts; (C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) dates Funding Dates per calendar quarter; (D) “Flow of funds” testing for all of both P&I Advances (including Xxxxxxxxx Xxx Advances), Escrow Advances, Xxxxxx Advances and Corporate Advances and Deferred Servicing Fees relating to the tracking of funds from clearing account receipt through to deposit into the Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements;; and (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data reasonably requested by the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent or the Indenture Trustee to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the AdministratorServicer, at the AdministratorServicer’s own expense, upon receipt by the Administrator Servicer of written notification of, and request for, such amount from the Verification Agent.

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) 45 days of the end of each calendar quarter of the Servicer, beginning with the quarter ending September 30, 2013in June 2012, the Servicer shall cause PricewaterhouseCoopers LLP American Mortgage Consultants, Inc. (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 month or calendar quarter, as applicable, to the Indenture Trustee and each Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, to be determined at the discretion of the Administrative Agent Agreement 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 with respect to the Designated Pools under the related Designated Servicing Agreements and this Indenture and that, on the basis of such agreed-upon procedures, the Verification Agent confirms is of the opinion that the servicing (including the allocation of collectionsCollections) 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 month or calendar quarter, as applicable: (A) For a sample of Designated Servicing Agreements Pools 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 Funding 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 Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements; (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data reasonably requested by the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent or the Indenture Trustee to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the Administrator, at the Administrator’s own expense, upon receipt by the Administrator of written notification of, and request for, such amount from the Verification Agent.

Agreed Upon Procedures Report. Within forty five one hundred (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 (45100) days of the end of each calendar quarter of the ServicerServicer and each Subservicer, beginning with the quarter ending September 30in March, 2013, the Servicer and the Subservicer, respectively, shall cause PricewaterhouseCoopers LLP a firm of nationally recognized independent public accountants (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 quarterquarter to the Indenture Trustee, the Administrative Agent and each Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, to be determined at the discretion of the Administrative Agent after consultation agreed upon with the Servicer Depositor, the Receivables Seller, the Servicer, the Subservicer and shall be incorporated substantially as set forth in Exhibit D hereto after the Closing Datehereto, 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 is of the opinion that the servicing (including the allocation of collectionsCollections) 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 Dedicated Collection Accounts; (B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Custodial Dedicated Collection Accounts; (C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) dates Funding Dates per calendar quarter; (D) “Flow of funds” testing for all of both P&I Advances (including Servicing Fee Advances), Escrow Advances, Advances and Corporate Advances and Deferred Servicing Fees relating to the tracking of funds from clearing account receipt through to deposit into the Collection and Funding Account (three (3) days minimum); (E) A reconciliation of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements;; and (F) Analysis of recoverable Advances and Receivables and aging of these items; (G) Analysis of whether the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data reasonably requested by the Administrative Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent or the Indenture Trustee to each Noteholder upon receipt of a written request of the Noteholder. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the AdministratorServicer, at the AdministratorServicer’s own expense, upon receipt by the Administrator Servicer of written notification of, and request for, such amount from the Verification Agent.

Agreed Upon Procedures Report. Within forty five sixty (4560) days of the end of each calendar month quarter, 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, 20132015, the OLS and each NRZ Servicer shall cause PricewaterhouseCoopers LLP the professional services firm, approved by the Administrative Agent, to perform certain agreed upon procedures (who may or may not also render other services to OLS, the ServicerNRZ Servicers, 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 SubservicerAdministrator’s expense, a report to the applicable Servicer and the Administrative Agent with respect to the prior calendar quarter, (i) to the effect that the Verification Agent has applied performed certain agreed upon procedures, to be determined at the discretion of the Administrative Agent after consultation with the Servicer applicable Servicer, and shall be incorporated as Exhibit D hereto after the Closing Date, including re-performance of which shall include performing agreed upon procedures with respect to certain accounting procedures performed by the applicable Servicer and the Subservicer pursuant to Designated Servicing Agreements and examination certain comparisons 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 that such agreed-upon procedures, procedures are being performed by the Verification Agent confirms with respect to the Administrative Agent’s evaluation 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 the applicable Servicer and the Administrative Agent believe to be immaterial and such other exceptions as shall be exceptions, each set forth in such statementthe Verification Agent’s report, and (ii) detailing the following items for such calendar month or quarter, as applicable: (A) For a sample of Designated Servicing Agreements for at least three dates during the applicable quarter, a reconciliation comparison 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 Recomputations related to daily receipt clearing reconciliation clearings (three (3) days at a minimum) with respect to a sample of Custodial Accounts; (C) A reconciliation of Recomputations related to the monthly disbursement clearing account with respect to at least two (2) dates per calendar quarter; (D) Recomputations related to the “Flow of funds” testing for all of P&I Advances, Escrow Xxxxxx Advances, Corporate Advances and Deferred Servicing Fees relating to the tracking of funds from clearing account receipt through to deposit into the Collection and Funding Account (three (3) days minimum); (E) A reconciliation comparison of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the applicable Servicer for a sample of the Designated Servicing Agreements; (F) Analysis Recomputations of recoverable Advances and Receivables and aging of these items; (G) Analysis Recalculation of whether the level of compliance with the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, 3 and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” Schedule 4 and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and; (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data procedures reasonably requested by the Administrative Agent and agreed to by the Verification Agent. For purposes of this section, items performed by the Subservicer on behalf of the applicable Servicer will be deemed to have been verified as to the applicable Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent Agent, or the Indenture Trustee upon consent from the Verification Agent, to each Noteholder upon receipt of a written request of the Noteholder. The Verification Agent may condition the delivery of such report to such Noteholder on such Noteholder's execution and delivery of agreements acceptable to the Verification Agent. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the Administrator, at the Administrator’s own expense, upon receipt by the Administrator of written notification of, and request for, such amount from the Verification Agent. Exhibit D hereto may be modified from time to time pursuant to a written agreement among the Administrator, OLS, each NRZ Servicer, each Administrative Agent and the Verification Agent.

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 30March 31, 20132014, the Servicer shall cause PricewaterhouseCoopers LLP the professional services firm, approved by the Administrative Agent, to perform certain agreed upon procedures (who may or may not 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 performed certain agreed upon 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 which may include performing agreed upon procedures with respect to certain accounting procedures performed by the Servicer and the Subservicer pursuant to Designated Servicing Agreements and examination certain comparisons 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 that such agreed-upon procedures, procedures are being performed by the Verification Agent confirms with respect to the Administrative Agent’s evaluation 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 the Servicer and the Administrative Agent believe to be immaterial and such other exceptions as shall be exceptions, each set forth in such statementthe Verification Agent’s report, 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 comparison 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 Recomputations related to daily receipt clearing reconciliation clearings (three (3) days at a minimum) with respect to a sample of Custodial Accounts; (C) A reconciliation of Recomputations related to the monthly disbursement clearing account with respect to at least two (2) dates per calendar quarter; (D) Recomputations related to the “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 Collection and Funding Account (three (3) days minimum); (E) A reconciliation comparison of the servicing system Escrow Advance balance (including all suspense and advance balances) to the balances on deposit in the escrow accounts maintained by the Servicer for a sample of the Designated Servicing Agreements; (F) Analysis Recomputations of recoverable Advances and Receivables and aging of these items; (G) Analysis Recalculation of whether the level of compliance with the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4, and as specified in clauses (ix) of the definition of “Facility Eligible Receivable” 4 and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein, have been met; and (H) A comparison of the amounts and percentages set forth in four of the Determination Date Reports forwarded by the Administrator or the Sub-Administrator on behalf of the Administrator pursuant to Section 3.2(a) during the period covered by such report with the computer reports (which may include personal computer generated reports that summarize data from the computer reports generated by the Administrator or the Sub-Administrator which are used to prepare the Determination Date Reports) which were the source of such amounts and percentages and that on the basis of such comparison; and (I) Any other data procedures reasonably requested by the Administrative Agent and agreed to by the Verification Agent. For purposes of this section, items performed by the Subservicer on behalf of the Servicer will be deemed to have been verified as to the Servicer if such verification procedures have been performed with respect to the Subservicer. In addition, each report shall set forth the agreed upon procedures performed and the results of such procedures. A copy of such report will be sent by the Verification Agent Agent, or the Indenture Trustee upon consent from the Verification Agent, to each Noteholder upon receipt of a written request of the Noteholder. The Verification Agent may condition the delivery of such report to such Noteholder on such Noteholder’s execution and delivery of agreements acceptable to the Verification Agent. In the event the Verification Agent requires the Indenture Trustee to agree to the procedures performed by the Verification Agent, 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 makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Furthermore, in the event that the Verification Agent’s expense in producing a report as required hereunder exceeds the amount reimbursable to it pursuant to Section 4.5, such excess shall be payable by the Administrator, at the Administrator’s own expense, upon receipt by the Administrator of written notification of, and request for, such amount from the Verification Agent. Exhibit D hereto may be modified from time to time pursuant to a written agreement among the Administrator, the Servicer and each Administrative Agent.