Verification Agent. The Supplemental Servicer shall appoint a nationally-recognized firm of independent accountants reasonably acceptable to the Certificate Insurers, the Trustee and the Servicer to serve as the verification agent (the "Verification Agent"). The Supplemental Servicer hereby appoints KPMG LLP as the initial Verification Agent. The Servicer shall deliver the proposed Supplemental Delinquency Advance Notice to the Verification Agent at least one Business Day prior to the issuance of a Supplemental Delinquency Advance Notice, which notice the Verification Agent shall review and verify that the calculations of the amounts set forth therein are correct. In the event the Verification Agent disagrees with any amounts set for in the Supplemental Delinquency Advance Notice, it shall immediately notify the Supplemental Servicer and the Servicer of its findings. Any disagreement must be resolved by the Verification Agent and the Servicer by 11:00 am New York time on the day on which such Supplemental Delinquency Advance Notice is due. In the event any such disagreement cannot be resolved by such time on such date, the findings of the Verification Agent shall be final and binding, and the Servicer shall submit, as final, such amended Supplemental Delinquency Advance Notice as the Supplemental Advance Notice. The findings of the Verification Agent in any Supplemental Delinquency Advance Notice shall be conclusive and shall be binding on all parties, absent manifest error. To the extent requested by the Supplemental Servicer, the Verification Agent shall also review Disbursement Notices given by the Servicer. In the event the Verification Agent disagrees with any amounts set forth in any Disbursement Notice(s), it shall immediately notify the Supplemental Servicer and the Servicer of its findings. All amounts subject to disagreement shall be deposited into the Principal and Interest Account for the related Trust (and the Servicer acknowledges and agrees that the Supplemental Servicer may issue a Disbursement Notice to the Clearing Bank so instructing the Clearing Bank) and shall not be disbursed from such Principal and Interest Account until the earlier of resolution or the next Monthly Remittance Date. In the event any such disagreement cannot otherwise be resolved prior to the next Monthly Remittance Date, the findings of the Verification Agent shall be final and binding. The fees and expenses of the Verification Agent will be paid by the Servicer (with such fees to be pa...
Verification Agent. The Seller shall have engaged the Verification Agent pursuant to the Verification Agent Letter.
Verification Agent. Each of the Seller and the Depositor shall cooperate with the Verification Agent and shall allow the Verification Agent access to its books, records, computer system and employees during ordinary business hours upon reasonable notice and, subject to the terms of the Verification Agent Letter, shall allow the Verification Agent to review all collections and to make copies of any books, records and documents requested by the Verification Agent, but solely to the extent such items and review relate to the Aggregate Receivables and the obligations of the Seller, the Servicer and the Depositor under the Transaction Documents and the Servicing Contracts for the Securitization Trusts.
Verification Agent. The Seller shall cooperate with the Verification Agent and shall allow the Verification Agent access to its books, records, computer system and employees during ordinary business hours upon reasonable notice and shall allow the Verification Agent to review all collections and to make copies of any books, records and documents requested by the Verification Agent in its sole discretion, in each case, on a daily basis, solely to the extent such items and review relate to the Aggregate Receivables.
Verification Agent. The Seller shall have agreed to pay the Verification Agent fees arising pursuant to the Verification Agent Letter. If any condition specified in this Section 3.01 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Company by notice to the Seller at any time at or prior to the Closing Date, and the Company shall incur no liability as a result of such termination.
Verification Agent. The Borrower shall appoint a verification agent (the “Verification Agent”) who will review, recalculate and confirm the calculations of any DSCR and Leverage Ratio calculations contained in each Manager Report and Compliance Certificate, Uniti – Bridge Loan and Security Agreement #97751373v29
Verification Agent. (a) The Trust Sponsor shall give the Verification Agent no less than five (5) Business Days' notice (a "Closing Date Notice") of each closing date of a proposed loan under a Credit Agreement (a "Loan Closing Date") and each such Closing Date Notice shall specify the Loan Closing Date and the amount of the respective loan requested for such Loan Closing Date.
Verification Agent. The Borrower shall appoint a verification agent (the “Verification Agent”) who will review, recalculate and confirm the calculations of any DSCR and Leverage Ratio calculations contained in each Manager Report and Compliance Certificate, as applicable, and any other calculations therein reasonably requested by the Requisite Lenders and as agreed to by the Verification Agent. The Borrower may appoint one or more additional verification agents with the consent of the Administrative Agent (acting at the direction of the Requisite Lenders). The term “Verification Agent” shall include any additional verification agent. The Borrower may not change the Verification Agent without the consent of the Requisite Lenders. The Borrower shall notify the Administrative Agent in writing of the name and address of any Verification Agent not a party to this Agreement. Wxxxxxxxxx is hereby initially appointed as the Verification Agent. The Verification Agent shall be entitled to all rights, protections, privileges and immunities afforded to the Account Bank hereunder.
Verification Agent. Buyer has appointed a nationally recognized independent accounting firm as Verification Agent under this Agreement (the "Verification Agent"). The Verification Agent shall perform the Agreed upon Procedures set out in Schedule C hereto (the "Agreed Upon Procedures"). Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us. Yours sincerely, [ ] By: Name: Title: Confirmed as of the date first above written: [ ] By: Name: Title: Schedule A Reference Pool LoanID UPB Percentage Reference Obligation Notional Amount Sch. A-1 Schedule B-1 Reference Obligation Eligibility Criteria Each Reference Obligation must meet the following eligibility criteria as of the Effective Date and each Replenishment Date with respect to such Reference Obligation:
Verification Agent. For so long as Lender, in its reasonable discretion, determines that Verification Agent's systems and controls are adequate to protect Lender, Midland Loan Services, L.P.; and thereafter or other such Person as Lender, in its discretion, engages from time to time, at Borrower's cost and expense, to exercise certain rights and perform certain duties and responsibilities of Lender hereunder, including but not limited to verifying Borrower's compliance with all of the terms, provisions, and conditions hereof and of the other Loan Documents.
