Agreed Upon Procedures Report. Within 100 days of the end of each calendar quarter of the Servicer and each Subservicer, beginning with the quarter ending in December, 2011, the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (the “Verification Agent”) to furnish, at the Servicer’s or the Subservicer’s expense, a report with respect to the prior calendar quarter to the Indenture Trustee and the Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, agreed upon with the Depositor, the Receivables Seller, the Servicer, the Subservicer and substantially as set forth in Exhibit D hereto, 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 under the related Designated Servicing Agreements and this Indenture and that, on the basis of such agreed-upon procedures, the Verification Agent 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 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 Dedicated Collection Accounts; (B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Dedicated Collection Accounts; (C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) Funding Dates per calendar quarter; (D) “Flow of funds” testing for both P&I Advances and ▇▇▇▇▇▇ 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. 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 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(a)(ii) and Section 4.5(a)(xv)(B), such excess shall be payable by the Servicer, at the Servicer’s own expense, upon receipt by the Servicer of written notification of, and request for, such amount from the Verification Agent.
Appears in 2 contracts
Sources: Indenture (Home Loan Servicing Solutions, Ltd.), Indenture (Home Loan Servicing Solutions, Ltd.)
Agreed Upon Procedures Report. Within 100 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 and each SubservicerServicer, beginning with the quarter ending in DecemberSeptember 30, 20112013, the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants 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 to the Indenture Trustee and the Note Rating Agencyquarter, (i) to the effect that the Verification Agent has applied certain procedures, agreed upon to be determined at the discretion of the Administrative Agent after consultation with the Depositor, the Receivables Seller, the Servicer, the Subservicer Servicer and substantially shall be incorporated as set forth in Exhibit D heretohereto 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 is of the opinion confirms 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 Dedicated Collection Custodial Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Dedicated Collection Custodial Accounts;
(C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) Funding Dates dates per calendar quarter;
(D) “Flow of funds” testing for both all of P&I Advances, Escrow Advances, Corporate Advances and ▇▇▇▇▇▇ Advances 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(a)(ii) and Section 4.5(a)(xv)(B)4.5, such excess shall be payable by the ServicerAdministrator, at the ServicerAdministrator’s own expense, upon receipt by the Servicer Administrator of written notification of, and request for, such amount from the Verification Agent.
Appears in 2 contracts
Sources: Indenture (Nationstar Mortgage Holdings Inc.), Indenture (New Residential Investment Corp.)
Agreed Upon Procedures Report. Within 100 forty five (45) days of the end of each calendar month beginning with the calendar month ending October 31, 2013 and up to and including the calendar month ending November 30, 2013, and within forty five (45) days of the end of each calendar quarter of the Servicer and each SubservicerServicer, beginning with the quarter ending in DecemberDecember 31, 20112013, the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants 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 to the Indenture Trustee and the Note Rating Agencyquarter, (i) to the effect that the Verification Agent has applied certain procedures, agreed upon to be determined at the discretion of the Administrative Agent after consultation with the Depositor, the Receivables Seller, the Servicer, the Subservicer Servicer and substantially shall be incorporated as set forth in Exhibit D heretohereto 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 is of the opinion confirms 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 Dedicated Collection Custodial Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Dedicated Collection Custodial Accounts;
(C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) Funding Dates dates per calendar quarter;
(D) “Flow of funds” testing for both all of P&I Advances, Escrow Advances, Corporate Advances and ▇▇▇▇▇▇ Advances 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 3, and as specified in clause (ix) of the definition of “Facility Eligible Receivable” and in any related Indenture 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(a)(ii) and Section 4.5(a)(xv)(B)4.5, such excess shall be payable by the ServicerAdministrator, at the ServicerAdministrator’s own expense, upon receipt by the Servicer Administrator of written notification of, and request for, such amount from the Verification Agent.
Appears in 2 contracts
Sources: Indenture (Nationstar Mortgage Holdings Inc.), Indenture (New Residential Investment Corp.)
Agreed Upon Procedures Report. Within 100 days of the end of each calendar quarter of the Servicer and each Subservicer, beginning with the quarter ending in December, 2011, the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (the “Verification Agent”) to furnish, at the Servicer’s or the Subservicer’s expense, a report with respect to the prior calendar quarter to the Indenture Trustee and the each Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, agreed upon with the Depositor, the Receivables Seller, the Servicer, the Subservicer and substantially as set forth in Exhibit D hereto, 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 under the related Designated Servicing Agreements and this Indenture and that, on the basis of such agreed-upon procedures, the Verification Agent 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 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 Dedicated Collection Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Dedicated Collection Accounts;
(C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) Funding Dates per calendar quarter;
(D) “Flow of funds” testing for both P&I Advances (including Servicing Fee Advances), Escrow Advances and ▇▇▇▇▇▇ Corporate 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. 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 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(a)(ii) and Section 4.5(a)(xv)(B)4.5, such excess shall be payable by the Servicer, at the Servicer’s own expense, upon receipt by the Servicer of written notification of, and request for, such amount from the Verification Agent.
Appears in 2 contracts
Sources: Indenture (Home Loan Servicing Solutions, Ltd.), Indenture (Home Loan Servicing Solutions, Ltd.)
Agreed Upon Procedures Report. Within 100 sixty (60) days of the end of each calendar quarter of the Servicer and each Subservicerquarter, beginning with the calendar quarter ending in DecemberSeptember 30, 20112015, the OLS and each NRZ Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants 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 to the Indenture Trustee and the Note Rating Agencyquarter, (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 applicable Servicer, and shall be incorporated as Exhibit D hereto after the Closing Date, which shall include performing agreed upon procedures with the Depositor, the Receivables Seller, the Servicer, the Subservicer and substantially as set forth in Exhibit D hereto, including re-performance of 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 is of with respect to the opinion Administrative Agent’s evaluation 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 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 Dedicated Collection Custodial Accounts;
(B) Daily Recomputations related to daily receipt clearing reconciliation clearings (three (3) days at a minimum) with respect to a sample of Dedicated Collection Custodial Accounts;
(C) A reconciliation of Recomputations related to the monthly disbursement clearing account with respect to at least two (2) Funding Dates dates per calendar quarter;
(D) Recomputations related to the “Flow of funds” testing for both all of P&I Advances and Advances, ▇▇▇▇▇▇ 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; and;
(F) Analysis Recomputations of recoverable Advances and Receivables and aging of these items;
(G) Recalculation of the level of compliance with the thresholds with respect to the Designated Servicing Agreements listed on Schedule 3 and Schedule 4 and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein;
(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 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, 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(a)(ii) and Section 4.5(a)(xv)(B)4.5, such excess shall be payable by the ServicerAdministrator, at the ServicerAdministrator’s own expense, upon receipt by the Servicer 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.
Appears in 1 contract
Agreed Upon Procedures Report. Within 100 Initially, no later than sixty (60) days following the Closing Date, and thereafter within sixty (60) days of the end of each calendar quarter of the Servicer and each Subservicerquarter, beginning with the calendar quarter ending in DecemberDecember 31, 20112020, the Servicer shall cause SitusAMC or such other professional services firm designated by the Administrator and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants Administrative Agent (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (the “Verification Agent”) to furnish, at the Servicer’s or the Subservicer’s expense, furnish a report with respect to the prior calendar quarter month or prior calendar quarter, as applicable, to the Indenture Trustee Trustee, the Administrator and the Note Rating Agency, Administrative Agent (i) to the effect that the Verification Agent has applied certain procedures, agreed upon to be determined at the reasonable discretion of the Administrative Agent after consultation with the Depositor, the Receivables Seller, the Servicer, the Subservicer Servicer and substantially shall be incorporated as set forth in Exhibit D heretohereto 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 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 is of the opinion confirming 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: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 Dedicated Collection Custodial Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Dedicated Collection Custodial Accounts;
(C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) Funding Dates per calendar quarter;
(D) “Flow of funds” testing for both P&I Advances and ▇▇▇▇▇▇ 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. 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 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(a)(ii) and Section 4.5(a)(xv)(B), such excess shall be payable by the Servicer, at the Servicer’s own expense, upon receipt by the Servicer of written notification of, and request for, such amount from the Verification Agent.
Appears in 1 contract
Sources: Indenture (loanDepot, Inc.)
Agreed Upon Procedures Report. Within 100 days of the end of each calendar quarter of the Servicer and each Subservicer, beginning with the quarter ending in DecemberMarch, 20112013, the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (the “Verification Agent”) to furnish, at the Servicer’s or the Subservicer’s expense, a report with respect to the prior calendar quarter to the Indenture Trustee Trustee, the Administrative Agent and the each Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, agreed upon with the Depositor, the Receivables Seller, the Servicer, the Subservicer and substantially as set forth in Exhibit D hereto, 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 under the related Designated Servicing Agreements and this Indenture and that, on the basis of such agreed-upon procedures, the Verification Agent 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 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 Dedicated Collection Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Dedicated Collection Accounts;
(C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) Funding Dates per calendar quarter;
(D) “Flow of funds” testing for both P&I Advances (including Servicing Fee Advances), Escrow Advances and ▇▇▇▇▇▇ Corporate 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. 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 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(a)(ii) and Section 4.5(a)(xv)(B)4.5, such excess shall be payable by the Servicer, at the Servicer’s own expense, upon receipt by the Servicer of written notification of, and request for, such amount from the Verification Agent.
Appears in 1 contract
Agreed Upon Procedures Report. Within 100 forty five (45) days of the end of each calendar month beginning with the calendar month ending October 31, 2013 and up to and including the calendar month ending November 30, 2013, and within forty five (45) days of the end of each calendar quarter of the Servicer and each SubservicerServicer, beginning with the quarter ending in DecemberDecember 31, 20112013, the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants 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 with respect to the prior calendar quarter month or calendar quarter, as applicable, to the Indenture Trustee and the each Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, agreed upon to be determined at the discretion of the Administrative Agent after consultation with the Depositor, the Receivables Seller, the Servicer, the Subservicer Servicer and substantially shall be incorporated as set forth in Exhibit D heretohereto 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 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 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 Dedicated Collection Custodial Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Dedicated Collection Custodial Accounts;
(C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) Funding Dates per calendar month or quarter, as applicable;
(D) “Flow of funds” testing for both all of P&I Advances and Advances, ▇▇▇▇▇▇ 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; and;
(F) Analysis of recoverable Advances and Receivables and aging of these items. For purposes ;
(G) Analysis of this section, items performed by whether 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 thresholds with respect to the SubservicerDesignated Servicing Agreements listed on Schedule 3, 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 clause (viii) of the definition of “Facility Eligible Servicing Agreement” have been met; and
(H) Any other data reasonably requested by the Administrative Agent. 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(a)(ii) and Section 4.5(a)(xv)(B)4.5, such excess shall be payable by the Servicer, at the Servicer’s own expense, upon receipt by the Servicer of written notification of, and request for, such amount from the Verification Agent.
Appears in 1 contract
Agreed Upon Procedures Report. Within 100 45 days of the end of each calendar month beginning in June 2013 and up to and including August 2013, and within 45 days of the end of each calendar quarter of the Servicer and each SubservicerServicer, beginning with the quarter ending in December, 2011September 2013, the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants PricewaterhouseCoopers LLP (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (the “Verification Agent”) to furnish, at the Servicer’s or the Subservicer’s expense, a report with respect to the prior calendar quarter month or calendar quarter, as applicable, to the Indenture Trustee and the each Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, agreed upon to be determined at the discretion of the Administrative Agent after consultation with the Depositor, the Receivables Seller, the Servicer, the Subservicer Servicer and substantially shall be incorporated as set forth in Exhibit D heretohereto 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 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 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 Dedicated Collection Custodial Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Dedicated Collection Custodial Accounts;
(C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) Funding Dates per calendar quarter;
(D) “Flow of funds” testing for both all of P&I Advances, Escrow Advances, Corporate Advances and ▇▇▇▇▇▇ Advances 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. For purposes of this section, items performed ; and
(G) Any other data reasonably requested 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 SubservicerAdministrative Agent. 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 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(a)(ii) and Section 4.5(a)(xv)(B)4.5, such excess shall be payable by the Servicer, at the Servicer’s own expense, upon receipt by the Servicer of written notification of, and request for, such amount from the Verification Agent.
Appears in 1 contract
Agreed Upon Procedures Report. Within 100 sixty (60) days of the end of each calendar quarter of the Servicer and each Subservicerquarter, beginning with the calendar quarter ending in DecemberSeptember 30, 20112015, the Servicer OLS and the Subservicer, respectively, NRM shall cause a firm of nationally recognized independent public accountants 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 to the Indenture Trustee and the Note Rating Agencyquarter, (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 applicable Servicer, and shall be incorporated as Exhibit D hereto after the Closing Date, which shall include performing agreed upon procedures with the Depositor, the Receivables Seller, the Servicer, the Subservicer and substantially as set forth in Exhibit D hereto, including re-performance of 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 is of with respect to the opinion Administrative Agent’s evaluation 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 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 Dedicated Collection Custodial Accounts;
(B) Daily Recomputations related to daily receipt clearing reconciliation clearings (three (3) days at a minimum) with respect to a sample of Dedicated Collection Custodial Accounts;
(C) A reconciliation of Recomputations related to the monthly disbursement clearing account with respect to at least two (2) Funding Dates dates per calendar quarter;
(D) Recomputations related to the “Flow of funds” testing for both all of P&I Advances and Advances, ▇▇▇▇▇▇ 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; and;
(F) Analysis Recomputations of recoverable Advances and Receivables and aging of these items;
(G) Recalculation of the level of compliance with the thresholds with respect to the Designated Servicing Agreements listed on Schedule 3 and Schedule 4 and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein;
(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 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, 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(a)(ii) and Section 4.5(a)(xv)(B)4.5, such excess shall be payable by the ServicerAdministrator, at the ServicerAdministrator’s own expense, upon receipt by the Servicer 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.
Appears in 1 contract
Agreed Upon Procedures Report. Within 100 days of the end of each calendar quarter of the Servicer and each Subservicer, beginning with the quarter ending in December, 2011, the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (the “Verification Agent”) to furnish, at the Servicer’s or the Subservicer’s expense, a report with respect to the prior calendar quarter to the Indenture Trustee and the each Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, agreed upon with the Depositor, the Receivables Seller, the Servicer, the Subservicer and substantially as set forth in Exhibit D hereto, 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 under the related Designated Servicing Agreements and this Indenture and that, on the basis of such agreed-upon procedures, the Verification Agent 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 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 Dedicated Collection Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Dedicated Collection Accounts;
(C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) Funding Dates per calendar quarter;
(D) “Flow of funds” testing for both P&I Advances and (including ▇▇▇▇▇▇▇▇▇ ▇▇▇ Advances), ▇▇▇▇▇▇ Advances and Corporate 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. 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 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(a)(ii) and Section 4.5(a)(xv)(B)4.5, such excess shall be payable by the Servicer, at the Servicer’s own expense, upon receipt by the Servicer of written notification of, and request for, such amount from the Verification Agent.
Appears in 1 contract
Agreed Upon Procedures Report. Within 100 45 days of the end of each calendar quarter of the Servicer and each SubservicerServicer, beginning with the quarter ending in December, 2011June 2012, the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants American Mortgage Consultants, Inc. (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (the “Verification Agent”) to furnish, at the Servicer’s or the Subservicer’s expense, a report with respect to the prior calendar quarter month or calendar quarter, as applicable, to the Indenture Trustee and the each Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, agreed upon to be determined at the discretion of the Administrative Agreement after consultation with the Depositor, the Receivables Seller, the Servicer, the Subservicer Servicer and substantially shall be incorporated as set forth in Exhibit D heretohereto 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 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 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 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 Dedicated Collection Custodial Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Dedicated Collection Custodial Accounts;
(C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) Funding Dates per calendar quarter;
(D) “Flow of funds” testing for both P&I Advances and ▇▇▇▇▇▇ 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. 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 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(a)(ii) and Section 4.5(a)(xv)(B), such excess shall be payable by the Servicer, at the Servicer’s own expense, upon receipt by the Servicer of written notification of, and request for, such amount from the Verification Agent.
Appears in 1 contract
Agreed Upon Procedures Report. Within 100 one hundred (100) days of the end of each calendar quarter of the Servicer and each Subservicer, beginning with the quarter ending in DecemberMarch, 20112013, the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (the “Verification Agent”) to furnish, at the Servicer’s or the Subservicer’s expense, a report with respect to the prior calendar quarter to the Indenture Trustee Trustee, the Administrative Agent and the each Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, agreed upon with the Depositor, the Receivables Seller, the Servicer, the Subservicer and substantially as set forth in Exhibit D hereto, 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 under the related Designated Servicing Agreements and this 69 Indenture and that, on the basis of such agreed-upon procedures, the Verification Agent 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 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 Dedicated Collection Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Dedicated Collection Accounts;
(C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) Funding Dates per calendar quarter;
(D) “Flow of funds” testing for both P&I Advances and (including ▇▇▇▇▇▇▇▇▇ ▇▇▇ Advances), ▇▇▇▇▇▇ Advances and Corporate 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. 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 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(a)(ii) and Section 4.5(a)(xv)(B)4.5, such excess shall be payable by the Servicer, at the Servicer’s own expense, upon receipt by the Servicer of written notification of, and request for, such amount from the Verification Agent.
Appears in 1 contract
Agreed Upon Procedures Report. Within 100 forty five (45) days of the end of each calendar quarter of the Servicer and each SubservicerServicer, beginning with the quarter ending in DecemberMarch 31, 20112014, the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants 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 to the Indenture Trustee and the Note Rating Agencyquarter, (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, which may include performing agreed upon procedures with the Depositor, the Receivables Seller, the Servicer, the Subservicer and substantially as set forth in Exhibit D hereto, including re-performance of 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 is of with respect to the opinion Administrative Agent’s evaluation 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 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 Dedicated Collection Custodial Accounts;
(B) Daily Recomputations related to daily receipt clearing reconciliation clearings (three (3) days at a minimum) with respect to a sample of Dedicated Collection Custodial Accounts;
(C) A reconciliation of Recomputations related to the monthly disbursement clearing account with respect to at least two (2) Funding Dates dates per calendar quarter;
(D) Recomputations related to the “Flow of funds” testing for both all of P&I Advances, Escrow Advances, Corporate Advances and ▇▇▇▇▇▇ Advances 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; and;
(F) Analysis Recomputations of recoverable Advances and Receivables and aging of these items;
(G) Recalculation of the level of compliance with the thresholds with respect to the Designated Servicing Agreements listed on Schedule 4 and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein; 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 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, 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(a)(ii) and Section 4.5(a)(xv)(B)4.5, such excess shall be payable by the ServicerAdministrator, at the ServicerAdministrator’s own expense, upon receipt by the Servicer 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.
Appears in 1 contract
Agreed Upon Procedures Report. Within 100 sixty (60) days of the end of each calendar quarter of the Servicer and each Subservicerquarter, beginning with the calendar quarter ending in DecemberSeptember 30, 20112015, the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants 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 to the Indenture Trustee and the Note Rating Agencyquarter, (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, which shall include performing agreed upon procedures with the Depositor, the Receivables Seller, the Servicer, the Subservicer and substantially as set forth in Exhibit D hereto, including re-performance of 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 is of with respect to the opinion Administrative Agent’s evaluation 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 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 Dedicated Collection Custodial Accounts;
(B) Daily Recomputations related to daily receipt clearing reconciliation clearings (three (3) days at a minimum) with respect to a sample of Dedicated Collection Custodial Accounts;
(C) A reconciliation of Recomputations related to the monthly disbursement clearing account with respect to at least two (2) Funding Dates dates per calendar quarter;
(D) Recomputations related to the “Flow of funds” testing for both all of P&I Advances and Advances, ▇▇▇▇▇▇ 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; and;
(F) Analysis Recomputations of recoverable Advances and Receivables and aging of these items;
(G) Recalculation of the level of compliance with the thresholds with respect to the Designated Servicing Agreements listed on Schedule 3 and Schedule 4 and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein;
(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 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, 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(a)(ii) and Section 4.5(a)(xv)(B)4.5, such excess shall be payable by the ServicerAdministrator, at the ServicerAdministrator’s own expense, upon receipt by the Servicer 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.
Appears in 1 contract
Agreed Upon Procedures Report. Within 100 forty-five (45) days of the end of each calendar quarter of the Servicer and each Subservicer, beginning with the quarter ending in December, 2011month, the Servicer shall cause AMC Servicing Solutions LLC or such other professional services firm designated by the Administrator and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants Administrative Agent (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (the “Verification Agent”) to furnish, at the Servicer’s or the Subservicer’s expense, a report with respect to such calendar month, to Administrator, the prior calendar quarter to the Indenture Trustee Administrative Agent and the Note Rating Agencyeach Noteholder, (i) to the effect that the Verification Agent has applied certain procedures, agreed upon to be determined at the discretion of the Administrative Agent after consultation with the Depositor, Servicer and shall be incorporated as Exhibit C hereto after the Receivables Seller, the Servicer, the Subservicer and substantially as set forth in Exhibit D heretoClosing 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 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 is of the opinion confirming 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: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 Dedicated Collection Custodial Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Dedicated Collection Accounts[Reserved];
(C) A reconciliation of the monthly disbursement clearing account with respect to at least the two (2) Funding Dates per most recent calendar quartermonths;
(D) “Flow of funds” testing for both P&I Advances and ▇▇▇▇▇▇ 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. 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 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(a)(ii) and Section 4.5(a)(xv)(B), such excess shall be payable by the Servicer, at the Servicer’s own expense, upon receipt by the Servicer of written notification of, and request for, such amount from the Verification Agent.
Appears in 1 contract
Sources: Indenture (DITECH HOLDING Corp)
Agreed Upon Procedures Report. Within 100 one hundred (100) days of the end of each calendar quarter of the Servicer and each Subservicer, beginning with the quarter ending in DecemberMarch, 20112013, the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (the “Verification Agent”) to furnish, at the Servicer’s or the Subservicer’s expense, a report with respect to the prior calendar quarter to the Indenture Trustee Trustee, the Administrative Agent and the each Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, agreed upon with the Depositor, the Receivables Seller, the Servicer, the Subservicer and substantially as set forth in Exhibit D hereto, 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 under the related Designated Servicing Agreements and this Indenture and that, on the basis of such agreed-upon procedures, the Verification Agent 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 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 Dedicated Collection Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Dedicated Collection Accounts;
(C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) Funding Dates per calendar quarter;
(D) “Flow of funds” testing for both P&I Advances (including Servicing Fee Advances), Escrow Advances and ▇▇▇▇▇▇ Corporate 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. 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 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(a)(ii) and Section 4.5(a)(xv)(B)4.5, such excess shall be payable by the Servicer, at the Servicer’s own expense, upon receipt by the Servicer of written notification of, and request for, such amount from the Verification Agent.
Appears in 1 contract
Agreed Upon Procedures Report. Within 100 forty-five (45) days of the end of each month, beginning with the calendar month ending July 31, 2013 through and including the month ending December 31, 2013, and within forty-five (45) days of the end of each calendar quarter of the Servicer and each SubservicerServicer, beginning with the quarter ending in DecemberSeptember 30, 20112013, the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants PricewaterhouseCoopers LLP (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (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 to the Indenture Trustee and the Note Rating Agencymonth or quarter, (i) to the effect that the Verification Agent has applied certain procedures, agreed upon to be determined at the discretion of the Administrative Agent after consultation with the Depositor, the Receivables Seller, the Servicer, the Subservicer Servicer and substantially shall be incorporated as set forth in Exhibit D heretohereto 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 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 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 Dedicated Collection Custodial Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Dedicated Collection Custodial Accounts;
(C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) Funding Dates per calendar month or quarter, as applicable;
(D) “Flow of funds” testing for both all of P&I Advances and Advances, ▇▇▇▇▇▇ 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; and;
(F) Analysis of recoverable Advances and Receivables and aging of these items. For purposes of this section, items performed ; and
(G) Any other data reasonably requested 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 SubservicerAdministrative Agent. 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(a)(ii) and Section 4.5(a)(xv)(B)4.5, such excess shall be payable by the Servicer, at the Servicer’s 's own expense, upon receipt by the Servicer of written notification of, and request for, such amount from the Verification Agent.
Appears in 1 contract
Agreed Upon Procedures Report. Within 100 45 days of the end of each calendar month, beginning with the calendar month ending July 31, 2013 through and including the month ending August 31, 2013, and within 45 days of the end of each calendar quarter of the Servicer and each SubservicerServicer, beginning with the quarter ending in DecemberSeptember 30, 20112013, the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants PricewaterhouseCoopers LLP (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (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 to the Indenture Trustee and the Note Rating Agencymonth or calendar quarter, as applicable, (i) to the effect that the Verification Agent has applied certain procedures, agreed upon to be determined at the discretion of the Administrative Agent after consultation with the Depositor, the Receivables Seller, the Servicer, the Subservicer Servicer and substantially shall be incorporated as set forth in Exhibit D heretohereto 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 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 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 Dedicated Collection Custodial Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Dedicated Collection Custodial Accounts;
(C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) Funding Dates per calendar month or quarter, as applicable;
(D) “Flow of funds” testing for both all of P&I Advances and Advances, ▇▇▇▇▇▇ 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; and;
(F) Analysis of recoverable Advances and Receivables and aging of these items. For purposes of this section, items performed ; and
(G) Any other data reasonably requested 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 SubservicerAdministrative Agent. 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(a)(ii) and Section 4.5(a)(xv)(B)4.5, such excess shall be payable by the Servicer, at the Servicer’s 's own expense, upon receipt by the Servicer of written notification of, and request for, such amount from the Verification Agent.
Appears in 1 contract
Agreed Upon Procedures Report. Within 100 sixty (60) days of the end of each calendar quarter of the Servicer and each Subservicerquarter, beginning with the calendar quarter ending in DecemberSeptember 30, 20112015, the PMC and each NRZ Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants 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 to the Indenture Trustee and the Note Rating Agencyquarter, (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 applicable Servicer, and shall be incorporated as Exhibit D hereto after the Closing Date, which shall include performing agreed upon procedures with the Depositor, the Receivables Seller, the Servicer, the Subservicer and substantially as set forth in Exhibit D hereto, including re-performance of 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 is of with respect to the opinion Administrative Agent’s evaluation 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 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 Dedicated Collection Custodial Accounts;
(B) Daily Recomputations related to daily receipt clearing reconciliation clearings (three (3) days at a minimum) with respect to a sample of Dedicated Collection Custodial Accounts;
(C) A reconciliation of Recomputations related to the monthly disbursement clearing account with respect to at least two (2) Funding Dates dates per calendar quarter;
(D) Recomputations related to the “Flow of funds” testing for both all of P&I Advances, Escrow Advances, Corporate Advances and ▇▇▇▇▇▇ Advances 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; and;
(F) Analysis Recomputations of recoverable Advances and Receivables and aging of these items;
(G) Recalculation of the level of compliance with the thresholds with respect to the Designated Servicing Agreements listed on Schedule 3 and Schedule 4 and in any related Indenture Supplement, including any Collateral Value exclusions provided for therein;
(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 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, 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(a)(ii) and Section 4.5(a)(xv)(B)4.5, such excess shall be payable by the ServicerAdministrator, at the ServicerAdministrator’s own expense, upon receipt by the Servicer 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.
Appears in 1 contract
Agreed Upon Procedures Report. Within 100 45 days of the end of each calendar quarter of the Servicer and each SubservicerServicer, beginning with the calendar quarter ending in December, 2011June 2023, the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (the “Verification Agent”) Agent to furnish, at the Servicer’s or the Subservicer’s expense, a report with respect to the prior calendar quarter month or prior calendar quarter, as applicable, to the Indenture Trustee Administrative Agent and the each Note Rating AgencyAgency (if applicable), (i) to the effect that the Verification Agent has applied certain procedures, agreed upon to be determined at the discretion of the Administrative Agent after consultation with the Depositor, Servicer and shall be incorporated as Exhibit C hereto after the Receivables Seller, the Servicer, the Subservicer and substantially as set forth in Exhibit D heretoClosing 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 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 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 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 items set forth in the related Dedicated Collection Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect Letter of Engagement, to a sample of Dedicated Collection Accounts;
(C) A reconciliation of be executed between the monthly disbursement clearing account with respect to at least two (2) Funding Dates per calendar quarter;
(D) “Flow of funds” testing for both P&I Advances and ▇▇▇▇▇▇ Advances relating to Verification Agent, 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 Administrative Agent, the Servicer for a sample of the Designated Servicing Agreements; and
(F) Analysis of recoverable Advances and Receivables and aging of these items. For purposes of this sectionPennyMac Loan Services, 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 SubservicerLLC. 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 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(a)(ii) and Section 4.5(a)(xv)(B)4.5, such excess shall be payable by the Servicer, at the Servicer’s own expense, upon receipt by the Servicer of written notification of, and request for, such amount from the Verification Agent.
Appears in 1 contract
Agreed Upon Procedures Report. Within 100 days of the end of each calendar quarter of the Servicer and each Subservicer, beginning with the quarter ending in December, 2011, the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (the “Verification Agent”) to furnish, at the Servicer’s or the Subservicer’s expense, a report with respect to the prior calendar quarter to the Indenture Trustee and the each Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, agreed upon with the Depositor, the Receivables Seller, the Servicer, the Subservicer and substantially as set forth in Exhibit D hereto, 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 under the related Designated Servicing Agreements and this Indenture and that, on the basis of such agreed-upon procedures, the Verification Agent 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 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 Dedicated Collection Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Dedicated Collection Accounts;
(C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) Funding Dates per calendar quarter;
(D) “Flow of funds” testing for both P&I Advances and ▇▇▇▇▇▇ 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. 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 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(a)(ii) and Section 4.5(a)(xv)(B), such excess shall be payable by the Servicer, at the Servicer’s own expense, upon receipt by the Servicer of written notification of, and request for, such amount from the Verification Agent.
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Agreed Upon Procedures Report. Within 100 days of the end of each calendar quarter of the Servicer and each Subservicer, beginning with the quarter ending in December, 2011, the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (the “Verification Agent”) to furnish, at the Servicer’s or the Subservicer’s expense, a report with respect to the prior calendar quarter to the Indenture Trustee and the Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, agreed upon with the Depositor, the Receivables Seller, the Servicer, the Subservicer and substantially as set forth in Exhibit D hereto, 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 under the related Designated Servicing Agreements and this Indenture and that, on the basis of such agreed-upon procedures, the Verification Agent 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 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 Dedicated Collection Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Dedicated Collection Accounts;
(C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) Funding Dates per calendar quarter;
(D) “Flow of funds” testing for both P&I Advances and ▇E▇▇▇▇▇ 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. 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 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(a)(ii) and Section 4.5(a)(xv)(B), such excess shall be payable by the Servicer, at the Servicer’s own expense, upon receipt by the Servicer of written notification of, and request for, such amount from the Verification Agent.
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Agreed Upon Procedures Report. Within 100 days of the end of each calendar quarter of the Servicer and each Subservicer, beginning with the quarter ending in December, [September 2011], the Servicer and the Subservicer, respectively, shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (the “Verification Agent”) to furnish, at the Servicer’s or the Subservicer’s expense, a report with respect to the prior calendar quarter to the Indenture Trustee and the Note Rating Agency, (i) to the effect that the Verification Agent has applied certain procedures, agreed upon with the Depositor, the Receivables Seller, the Servicer, the Subservicer and substantially as set forth in Exhibit D hereto, 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 under the related Designated Servicing Agreements and this Indenture and that, on the basis of such agreed-upon procedures, the Verification Agent 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 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 Dedicated Collection Accounts;
(B) Daily receipt clearing reconciliation (three (3) days at a minimum) with respect to a sample of Dedicated Collection Accounts;
(C) A reconciliation of the monthly disbursement clearing account with respect to at least two (2) Funding Dates per calendar quarter;
(D) “Flow of funds” testing for both P&I Advances and ▇▇▇▇▇▇ 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. 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 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(a)(ii) and Section 4.5(a)(xv)(B), such excess shall be payable by the Servicer, at the Servicer’s own expense, upon receipt by the Servicer of written notification of, and request for, such amount from the Verification Agent.
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