Asset Representations Review. (a) Upon the occurrence of a Delinquency Trigger with respect to any Collection Period, the Servicer will promptly send to TMCC, the Administrator, the Indenture Trustee and each Noteholder (and to each applicable Clearing Agency for distribution to Note Owners in accordance with the rules of such Clearing Agency) a notice describing (i) the occurrence of the Delinquency Trigger, and including reasonably detailed calculations thereof, and (ii) the rights of the Noteholders and Note Owners regarding an Asset Representations Review (including a description of the method by which Noteholders and Note Owners may contact the Indenture Trustee in order to request a Noteholder vote in respect of an Asset Representations Review).
(b) If the Indenture Trustee notifies the Servicer pursuant to Section 12.02 of the Indenture that sufficient Noteholders have voted within the required time to initiate an Asset Representations Review of all ARR Receivables by the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement, then the Servicer shall:
(i) promptly notify the Asset Representations Reviewer and the Indenture Trustee of the number of ARR Receivables;
(ii) within sixty (60) days after receipt by the Servicer of such notice from the Indenture Trustee, render reasonable assistance, including granting access to copies of any underlying documents and Receivable Files and all other relevant documents, to the Asset Representations Reviewer to facilitate the performance of a review of all ARR Receivables, pursuant to Section 3.2(a) of the Asset Representations Review Agreement, in order to verify compliance with the representations and warranties made to the Issuer by the Seller and the Servicer; and
(iii) provide such other reasonable assistance to the Asset Representations Reviewer as it requests in order to facilitate its Asset Representations Review of the ARR Receivables pursuant to the Asset Representations Review Agreement. The Servicer may redact any materials provided to the Asset Representations Reviewer in order to remove any personally identifiable customer information. Except for the measure described in the immediately preceding sentence, the Servicer will use commercially reasonable efforts not to change the meaning of such materials or their usefulness to the Asset Representations Reviewer in connection with its review pursuant to Section 3.2(a) of the Asset Representations Review Agreement.
Asset Representations Review. The Seller shall (i) at all times while any Public Notes remain Outstanding, ensure that an Asset Representations Reviewer is appointed, (ii) provide the Asset Representations Reviewer with the Asset Representations Review Notice (to the extent a copy is received by the Seller) to the notices address set forth in the Asset Representations Review Agreement, and (iii) provide the Asset Representations Reviewer with reasonable access to the Seller’s offices and information databases upon the initiation of an Asset Representations Review as set forth in Section 7.6 of the Indenture.
Asset Representations Review. (a) The Seller shall (i) at all times while any Public Notes remain Outstanding, ensure that an Asset Representations Reviewer is appointed, (ii) cooperate with the Asset Representations Reviewer in creating procedures for a review of the representations and warranties set forth in Section 3.01, (iii) provide the Asset Representations Reviewer with the Asset Representations Review Notice and (iv) provide the Asset Representations Reviewer with reasonable access to the Seller’s offices and information databases upon the initiation of an Asset Representations Review as set forth in Section 5.17(d) of the Indenture.
(b) Upon receipt of a final report from the Asset Representations Reviewer, the Seller shall review the findings of the Asset Representations Reviewer and determine whether a breach of a representation or warranty set forth in Section 3.01 has occurred with respect to any Receivable tested by the Asset Representations Reviewer and whether a repurchase or substitution of such Receivable is required pursuant to Section 4.04(a). Upon the written request of a Noteholder or Note Owner, the Seller shall forward the final report from the Asset Representations Reviewer to such Noteholder or Note Owner.
Asset Representations Review. For each Reviewable Receivable, the Asset Representations Reviewer shall perform the Tests, as outlined in the AUPs and described in Attachment 1. The Asset Representations Reviewer shall complete the Asset Representations Review of each Reviewable Receivable within sixty (60) days of receiving the Required Documents. The Asset Representations Review period may be extended by up to an additional thirty (30) days if the Asset Representations Reviewer requests missing documents or clarifications, as described in Sections 2.3.3 and 2.3.4. The Asset Representations Review is not designed to determine any of the following: • Reason for delinquency; • Creditworthiness of the obligor, either at the time of the Asset Representations Review or at the origination date; • Overall quality of any Receivable; • Whether the Servicer has serviced any Receivable in compliance with the Servicing Agreement; • Whether noncompliance with the representations or warranties constitutes a breach of the provisions of the Pooling Agreement; or • To establish cause, materiality or recourse for any Test. The parties confirm that the Asset Representations Reviewer is not responsible for any obligations not set forth herein, including (a) reviewing the Receivables for compliance with the representations under the Pooling Agreement, except as described in this Agreement or (b) determining whether noncompliance with the representations constitutes a breach of any of the provisions of the Pooling Agreement.
Asset Representations Review. For each Reviewable Receivable, the Asset Representations Reviewer shall perform the Tests, as outlined in the AUPs and described in Attachment 1. The Asset Representations Reviewer shall complete the Asset Representations Review of each Reviewable Receivable within sixty (60) days of receiving the Required Documents.
Asset Representations Review. Centurion shall (i) cooperate with the Asset Representations Reviewer in creating and, from time to time, reviewing procedures for an Asset Representations Review, and (ii) cooperate with the Servicer to provide the Asset Representations Reviewer with reasonable access to information upon the initiation of an Asset Representations Review pursuant to Section 2.17(a) of the Transfer Agreement. Following the completion of an Asset Representations Review and receipt by TRS of the related report by the Asset Representations Reviewer, TRS will provide a copy of such report to Centurion. TRS, with the cooperation of Centurion, shall determine whether any noncompliance with the Covered Representations constitutes a breach of any of such Covered Representations and shall provide notice of such determination to Centurion, RFC VIII, the Servicer and the Indenture Trustee.
Asset Representations Review. FSB shall (i) cooperate with the Asset Representations Reviewer in creating and, from time to time, reviewing procedures for an Asset Representations Review, and (ii) cooperate with the Servicer to provide the Asset Representations Reviewer with reasonable access to information upon the initiation of an Asset Representations Review pursuant to Section 2.17(a) of the Transfer Agreement. Following the completion of an Asset Representations Review and receipt by TRS of the related report by the Asset Representations Reviewer, TRS will provide a copy of such report to FSB. TRS, with the cooperation of FSB, shall determine whether any noncompliance with the Covered Representations constitutes a breach of any of such Covered Representations and shall provide notice of such determination to FSB, RFC VIII, the Servicer and the Indenture Trustee.
Asset Representations Review. Discover Funding shall (i) cooperate with procedures for a review of the representations and warranties to be tested pursuant to the Asset Representations Review Agreement, and (ii) provide the Asset Representations Reviewer with reasonable access to Discover Funding’s offices and information databases upon the initiation of an Asset Representations Review as set forth in Section 715 of the Indenture.
Asset Representations Review. TRS shall (i) cooperate with the Asset Representations Reviewer in creating and, from time to time, reviewing procedures for an Asset Representations Review, and (ii) cooperate with the Servicer to provide the Asset Representations Reviewer with reasonable access to information upon the initiation of an Asset Representations Review pursuant to Section 2.17(a) of the Transfer Agreement. Following the completion of an Asset Representations Review and the delivery of the related report by the Asset Representations Reviewer, RFC VIII will provide a copy of such report to TRS. TRS shall determine whether any noncompliance with the Covered Representations constitutes a breach of any of such Covered Representations and shall provide notice of such determination to RFC VIII, the Servicer and the Indenture Trustee.
Asset Representations Review. (a) Upon the occurrence of a Delinquency Trigger with respect to any Collection Period, the Servicer will promptly send to the Administrator, the Indenture Trustee and each Noteholder (and to each applicable Clearing Agency for distribution to Note Owners in accordance with the rules of such Clearing Agency) as of the most recent Record Date a notice describing (i) the occurrence of the Delinquency Trigger, and including reasonably detailed calculations thereof, and (ii) the rights of the Noteholders and Note Owners regarding an Asset Representations Review (including a description of the method by which Noteholders and Note Owners may contact the Indenture Trustee in order to request a Noteholder vote in respect of an Asset Representations Review). In connection with the foregoing, upon request from the Servicer, the Indenture Trustee shall provide a list of the Noteholders of record as of the most
