Common use of Representations Review Clause in Contracts

Representations Review. ​ (a) If a Delinquency Trigger has occurred with respect to any Collection Period, the Servicer will promptly disclose such Delinquency Trigger (including a reasonably detailed explanation of the calculation thereof) in a notice to JDCC, the Seller and the Indenture Trustee and on the Servicer’s Certificate and on the Form 10-D for such Collection Period. Such Form 10-D filing shall include a description of the rights of the Noteholders and Note Owners to vote to initiate an Asset Representations Review of all the ARR Receivables by the Asset Representations Reviewer pursuant to Article 12 of the Indenture and the Asset Representations Review Agreement and information on how Noteholders can contact the Indenture Trustee in order to vote. (b) If the Indenture Trustee notifies the Servicer that sufficient Requesting Noteholders have requested a vote on whether a review of all ARR Receivables by the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement shall occur, then the Servicer shall: (i) promptly set a deadline for the receipt of Noteholder votes on that matter, which shall be no earlier than 150 days after the date of filing of the Form 10-D including the disclosure of the Delinquency Trigger in accordance with Section 11.01(a); (ii) promptly notify the Indenture Trustee of the deadline set pursuant to clause (b)(i) above; and (iii) promptly prepare and send to the Administrator and the Indenture Trustee, and the Indenture Trustee shall further distribute such notice to each Noteholder (and to each applicable Clearing Agency for distribution to Note Owners in accordance with the rules of such Clearing Agency), a notice (A) stating that there will be a Noteholder vote pursuant to Section 12.02 of the Indenture on whether to initiate an Asset Representations Review of all ARR Receivables by the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement, and (B) describing the procedures pursuant to which such vote will be conducted. (c) 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 direct the Asset Representations Reviewer to initiate an Asset Representations Review of the ARR Receivables; (ii) within 45 days of receipt by the Servicer of such notice from the Indenture Trustee, notify the Asset Representations Reviewer and the Indenture Trustee of the number and identity of the ARR Receivables; (iii) within 45 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, Receivables Files and all other relevant documents related to the ARR Receivables, to the Asset Representations Reviewer to facilitate the performance of an Asset Representations Review of all ARR Receivables, pursuant to Section 3.05 of 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 to the extent such redaction does not change the meaning or usefulness of such materials; and (iv) 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. (d) Upon receipt of a Review Report pursuant to Section 3.07 of the Asset Representations Review Agreement, the Servicer shall: (i) redact such report to remove any Personally Identifiable Information (as defined in the Asset Representations Review Agreement) before providing such report to the Indenture Trustee in connection with any request from Noteholders pursuant to Section 12.04 of the Indenture; and (ii) include the summary of the Review Report’s findings and conclusions in the Form 10-D to be filed in connection with the Collection Period in which such Review Report was received. (e) Upon receipt of a Review Report pursuant to Section 3.07 of the Asset Representations Review Agreement, the Seller shall evaluate such Review Report to determine whether any ARR Receivable should be repurchased as a result of a breach of any representation or warranty made by JDCC under Section 3.02(b) of the Purchase Agreement.

Representations Review. ​ (a) If a Delinquency Trigger has occurred with respect to any Collection Period, the Servicer will promptly disclose such Delinquency Trigger (including a reasonably detailed explanation of the calculation thereof) in a notice to JDCC, the Seller and the Indenture Trustee and on the Servicer’s Certificate and on the Form 10-D for such Collection Period. Such Form 10-D filing shall include a description of the rights of the Noteholders and Note Owners to vote to initiate an Asset Representations Review of all the ARR Receivables by the Asset Representations Reviewer pursuant to Article 12 of the Indenture and the Asset Representations Review Agreement and information on how Noteholders can contact the Indenture Trustee in order to vote.. ​ (b) If the Indenture Trustee notifies the Servicer that sufficient Requesting Noteholders have requested a vote on whether a review of all ARR Receivables by the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement shall occur, then the Servicer shall: (i) promptly set a deadline for the receipt of Noteholder votes on that matter, which shall be no earlier than 150 days after the date of filing of the Form 10-D including the disclosure of the Delinquency Trigger in accordance with Section 11.01(a); (ii) promptly notify the Indenture Trustee of the deadline set pursuant to clause (b)(i) above; and (iii) promptly prepare and send to the Administrator and the Indenture Trustee, and the Indenture Trustee shall further distribute such notice to each Noteholder (and to each applicable Clearing Agency for distribution to Note Owners in accordance with the rules of such Clearing Agency), a notice (A) stating that there will be a Noteholder vote pursuant to Section 12.02 of the Indenture on whether to initiate an Asset Representations Review of all ARR Receivables by the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement, and (B) describing the procedures pursuant to which such vote will be conducted. (c) 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 direct the Asset Representations Reviewer to initiate an Asset Representations Review of the ARR Receivables; (ii) within 45 days of receipt by the Servicer of such notice from the Indenture Trustee, notify the Asset Representations Reviewer and the Indenture Trustee of the number and identity of the ARR Receivables; (iii) within 45 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, Receivables Files and all other relevant documents related to the ARR Receivables, to the Asset Representations Reviewer to facilitate the performance of an Asset Representations Review of all ARR Receivables, pursuant to Section 3.05 of 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 to the extent such redaction does not change the meaning or usefulness of such materials; and (iv) 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.. ​ ​ (d) Upon receipt of a Review Report pursuant to Section 3.07 of the Asset Representations Review Agreement, the Servicer shall: (i) redact such report to remove any Personally Identifiable Information (as defined in the Asset Representations Review Agreement) before providing such report to the Indenture Trustee in connection with any request from Noteholders pursuant to Section 12.04 of the Indenture; and (ii) include the summary of the Review Report’s findings and conclusions in the Form 10-D to be filed in connection with the Collection Period in which such Review Report was received. (e) Upon receipt of a Review Report pursuant to Section 3.07 of the Asset Representations Review Agreement, the Seller shall evaluate such Review Report to determine whether any ARR Receivable should be repurchased as a result of a breach of any representation or warranty made by JDCC under Section 3.02(b) of the Purchase Agreement.