Agreed Upon Procedures Report. Within 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, beginning with the quarter ending December 31, 2013, the Servicer shall cause PricewaterhouseCoopers LLP (who may also render other services to the Servicer, the Receivables Seller or the Depositor) (or any replacement therefor approved by the Administrative Agent, the “Verification Agent”) to furnish, at the Servicer’s or the Subservicer’s expense, a report to the Servicer and the Administrative Agent with respect to the prior calendar quarter, (i) to the effect that the Verification Agent has applied certain procedures, to be determined at the discretion of the Administrative Agent after consultation with the Servicer and shall be incorporated as Exhibit D hereto after the Closing Date, including re-performance of certain accounting procedures performed by the Servicer and the Subservicer pursuant to Designated Servicing Agreements and examination of certain documents and records related to the disbursement and reimbursement of Advances and accrual and payment of Deferred Servicing Fees under the related Designated Servicing Agreements and this Indenture and that, on the basis of such agreed-upon procedures, the Verification Agent confirms that the servicing (including the allocation of collections) has been conducted in compliance with the terms and conditions set forth in Article IV, except for such exceptions as it believes to be immaterial and such other exceptions as shall be set forth in such statement, and (ii) detailing the following items for such calendar quarter:
Agreed Upon Procedures Report. Within 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 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:
Agreed Upon Procedures Report. Not later than 120 days (or such greater number of days consented to in writing by the Administrative Agent) following the close of each fiscal year of the Servicer (the reasonable out-of-pocket costs and expenses thereof to be reimbursed jointly and severally by the Seller and the Servicer), a report of an accounting firm or consulting firm reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Group Agent and setting forth the results of such firm’s performance of agreed upon procedures with respect to the performance of Servicer for the prior fiscal year. The scope of the above agreed upon procedures report or other reports shall be as reasonably requested by the Administrative Agent or any Group Agent.
Agreed Upon Procedures Report. Not later than the last day of each fiscal year of the Initial Servicer (at the sole cost and expense of the Seller), a report of an accounting firm or consulting firm reasonably acceptable to the Administrative Agent and the Required Purchasers, addressed to the Purchaser Parties and setting forth the results of such firm’s performance of agreed upon procedures with respect to the performance of Initial Servicer for the prior fiscal year. The scope of the above agreed upon procedures report or other reports shall be as reasonably requested by the Administrative Agent, the LC Bank or any Purchaser.
Agreed Upon Procedures Report. Not later than thirty (30) days following Administrative Agent’s delivery to Seller of a written request therefor (at the sole cost and expense of Seller), a report of an accounting firm or consulting firm reasonably acceptable to Administrative Agent, addressed to Administrative Agent and each Purchaser Agent and setting forth the results of such firm’s performance of agreed upon procedures with respect to the performance of Master Servicer for the prior fiscal year or twelve (12) calendar month period, as requested by Administrative Agent. The scope of the above agreed upon procedures report shall be as reasonably requested by Administrative Agent. Notwithstanding the foregoing, so long as no Unmatured Event of Termination or Event of Termination has occurred, Seller shall not be required to deliver the foregoing agreed upon procedures report more than once in any twelve (12) calendar month period. In addition, Seller shall cooperate with Master Servicer and the designated accountants or consultants for each annual agreed upon procedures report required pursuant to this Section 7.2(e) and Section 7.5(f).
Agreed Upon Procedures Report. Not later than thirty (30) days following Administrative Agent’s delivery to the Master Servicer of a written request therefor (at the sole cost and expense of Master Servicer), a report of an accounting firm or consulting firm reasonably acceptable to Administrative Agent, addressed to Administrative Agent and each Purchaser Agent and setting forth the results of such firm’s performance of agreed upon procedures with respect to the performance of Master Servicer for the prior fiscal year or twelve (12) calendar month period, as requested by Administrative Agent. The scope of the above agreed upon procedures report shall be as reasonably requested by Administrative Agent. Notwithstanding the foregoing, so long as no Unmatured Event of Termination or Event of Termination has occurred, Master Servicer shall not be required to deliver the foregoing agreed upon procedures report more than once in any twelve (12) calendar month period.
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 March, 2013, 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, the Administrative Agent and 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:
Agreed Upon Procedures Report. Not later than three (3) months after the end of each fiscal year of the Servicer (at the sole cost and expense of the Servicer), a copy of an agreed upon procedures report of an accounting firm or consulting firm reasonably acceptable to the Collateral Agent and each Administrative Agent, addressed to the Collateral Agent, each Administrative Agent and each Purchaser Agent and setting forth the results of such firm’s performance of agreed upon procedures with respect to the performance of the Servicer for the prior fiscal year or twelve (12) month period, as requested by the Collateral Agent or any Administrative Agent. The scope of the above agreed upon procedures report shall be as reasonably requested by the Collateral Agent and each Administrative Agent. Notwithstanding the foregoing, so long as no Event of Termination, Collection Control Event or Non-Reinvestment Event has occurred and is continuing, the Servicer shall not be required to deliver the foregoing agreed upon procedures report more than once in twelve (12) month period.
Agreed Upon Procedures Report. Not later than 90 days (or such greater number of days consented to in writing by the Administrative Agent) following the close of each fiscal year of the Servicer (at the sole cost and expense of the Borrower), a report of an accounting firm or consulting firm reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Group Agent and setting forth the results of such firm’s performance of agreed upon procedures with respect to the performance of Servicer for the prior fiscal year. The scope of the above agreed upon procedures report or other reports shall be as reasonably requested by the Administrative Agent or any Group Agent.
Agreed Upon Procedures Report. Not later than the last day of each calendar year of the Servicer (at the sole cost and expense of the Servicer), a report of an accounting firm or consulting firm reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and setting forth the results of such firm’s performance of agreed upon procedures with respect to the performance of the Servicer for the prior calendar year. The scope of the above agreed upon procedures report or other reports shall be as reasonably requested by the Administrative Agent or any Group Agent.
