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:

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:

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:

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:

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:

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:

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:

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:

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:

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):

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: