Common use of Verification Agent Clause in Contracts

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 paid on an estimated basis, monthly in advance, and such expenses to be paid as incurred) except that, at the direction of the Supplemental Servicer, any fees or expenses of the Verification Agent remaining unpaid more than ten Business Days after submission shall be paid from Funds Available for Servicing Payments after payment of the Supplemental Servicing Fee pursuant to Section 2.04(b) hereof, which payment shall reduce the Servicing Fee and other servicing compensation on a dollar-for-dollar basis. The failure to pay the fees and expenses of the Verification Agent promptly by the Servicer shall give rise to a breach of the Advance Conditions.

Verification Agent. The Supplemental Servicer shall will appoint as Verification Agent a nationally-recognized firm of independent accountants reasonably acceptable to the Certificate InsurersSupplemental Servicer, the Trustee and the Servicer to serve as the verification agent (the "Verification Agent")Certificate Insurer. The Supplemental Servicer hereby appoints KPMG LLP as the initial Verification Agent. The Not later than the third Business Day prior to each date on which a Servicer shall deliver the proposed Supplemental Delinquency Advance Notice to the Verification Agent at least Disbursement Advice is due as set forth in Section 5.05 hereof and not later than one Business Day prior to each date on which a Servicer Classification Advice (Servicer Disbursement Advice and Servicer Classification Advice, collectively "Advice") is due as set forth in Section 5.05 hereof, the issuance of a Supplemental Delinquency Advance Notice, which notice Servicer will deliver to the Verification Agent and the Verification Agent will review such Advice and the Verification Agent shall review and verify that the calculations of the amounts set forth therein are correcttherein. In the event the Verification Agent disagrees with any amounts set for forth in the Supplemental Delinquency Advance Noticean Advice, it shall immediately (but in no event more than 4 hours after receipt) notify the Supplemental Servicer and the Servicer Certificate Insurer of its findings. Any such disagreement must be resolved by as between the Servicer and the Verification Agent and the Servicer by 11:00 am New York a.m. Los Angeles time on the day on which such Supplemental Delinquency Advance Notice Advice is duedue pursuant to Section 5.05 hereof. 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, submit as final, such amended Supplemental Delinquency Advance Notice as report (if applicable) to the Trustee, the Limited Servicer, the Supplemental Advance NoticeServicer, the Rating Agencies and the Certificate Insurer. The findings of the Verification Agent in any Supplemental Delinquency Advance Notice Advice 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 payable by the Servicer (with such fees to be paid on an estimated basis, monthly in advanceServicer, and such expenses to will not be paid as incurred) except that, at the direction obligations of the Supplemental Servicer, any fees or expenses of Trust. In the Verification Agent remaining unpaid more than ten Business Days after submission shall be paid from Funds Available for Servicing Payments after payment of the Supplemental Servicing Fee pursuant to Section 2.04(b) hereof, which payment shall reduce the Servicing Fee and other servicing compensation on a dollar-for-dollar basis. The failure to pay event the fees and expenses of the Verification Agent are not promptly paid by the Servicer Servicer, the Verification Agent shall give rise be permitted to a breach of the Advance Conditionsbe paid from Unrestricted Late Collections as set forth in Article 7 hereof.