Asset Representations Review definition

Asset Representations Review means, following the occurrence of a Delinquency Trigger, the review of ARR Receivables to be undertaken by the Asset Representations Reviewer pursuant to the terms of the Asset Representations Review Agreement.

Asset Representations Review means a review by the Asset Representations Reviewer as specified in the Asset Representations Review Agreement of all Subject Receivables as of the first date on which the Review Conditions are satisfied for compliance with the representations and warranties set forth in Section 2.03 of the Receivables Purchase Agreement.

Asset Representations Review. A review by the Asset Representations Reviewer as specified in the Asset Representations Review Agreement of all Delinquent Receivables that have been Delinquent Receivables for 60 days or more as of the last day of the preceding Monthly Period to determine whether such Delinquent Receivables satisfy the representations and warranties set forth in Section 3.01 of the Pooling Agreement as of the Closing Date or such other date as specified in Section 3.01 of the Pooling Agreement.

Examples of Asset Representations Review in a sentence

• If the Servicer, the Sponsor or the Collateral Custodian provides access to the Review Materials at one or more of its or their properties, the Issuing Entity will reimburse the Asset Representations Reviewer for its reasonable out-of-pocket travel expenses incurred in connection with the Asset Representations Review promptly following receipt of a detailed invoice.

• Without limiting the foregoing, the Asset Representations Review shall promptly resign if it is no longer an Eligible Asset Representations Reviewer.

• Assuming a voting quorum of Noteholders holding at least 5% of the Outstanding Amount of the Notes is reached, if the Noteholders of a majority of the Outstanding Amount of the Notes voted agree to a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement directing the Asset Representation Reviewer to conduct the Review.

• However, if an Asset Representations Review is terminated according to Section 3.03(e), the Asset Representations Reviewer must submit its invoice to the Issuing Entity and the Sponsor for the Review Fee for the terminated Review no later than ten (10) Business Days before the final Distribution Date to be reimbursed on such final Distribution Date.

• If an Asset Representations Review is in process and the Notes will be paid in full on the next Distribution Date, the Issuing Entity or the Administrator will notify the Asset Representations Reviewer no less than 10 days before that Distribution Date.

More Definitions of Asset Representations Review

Asset Representations Review means the performance by the Asset Representations Reviewer of the testing procedures for each Test and each Subject Receivable according to Section 3.4.

Asset Representations Review means a review by the Asset Representations Reviewer as specified in the Asset Representations Review Agreement of all Delinquent Receivables that have been Delinquent Receivables for 60 days or more as of the last day of the preceding Collection Period to determine whether such Delinquent Receivables satisfy the representations and warranties set forth in Section 3.4 of the Receivables Purchase Agreement and Section 2.3(b) of the Sale and Servicing Agreement, each as of the Closing Date or such other date as specified in Section 3.4 of the Receivables Purchase Agreement and Section 2.3(b) of the Sale and Servicing Agreement.

Asset Representations Review or the “Services”) on certain delinquent receivables (each, a “Receivable”) owned by the Trust. The Services are designed to determine whether, for each Receivable and subject to the terms of this Agreement, the Tests (as defined in Section 2.1) are satisfied or not satisfied with respect to the representations and warranties made about each such Receivable in Section 3.01 of the Pooling Agreement, dated as of the date hereof (the “Pooling Agreement”), between Ally Auto Assets LLC (the “Depositor”) and the Sponsor. Capitalized terms used herein but not defined herein shall have the meanings given in Part I of Appendix A to the Servicing Agreement, dated as of the date hereof, by and among Ally Bank (in its capacity as servicer, the “Servicer”), the Depositor and the Trust. The rules of construction set forth in Part II of Appendix A to the Servicing Agreement shall be applicable to this Agreement. The provision of the Asset Representations Review is contingent upon the Asset Representations Reviewer’s ability to be provided with the Required Documents (as defined in Section 2.1), as well as upon the Asset Representations Reviewer having direct contact with the Sponsor regarding questions and documents necessary to complete its review of the Receivables. The Sponsor expressly acknowledges and agrees that the Asset Representations Reviewer is performing the Services as an independent contractor, and the Asset Representations Reviewer shall operate independently and without undue influence from any beneficial owner or holder of the securities issued by the Trust or the parties hereto, including the Sponsor. In furtherance of the foregoing, the Sponsor acknowledges and agrees that the Asset Representations Reviewer’s Test findings are solely based on the Asset Representations Reviewer’s independent assessment of the Tests (as defined below), and are independent of the Sponsor’s analysis or analysis by a beneficial owner of the Trust’s securities. The Sponsor agrees that the Asset Representations Reviewer is not responsible for determining whether noncompliance with any representation is a breach of the Pooling Agreement.

Asset Representations Review means, following the occurrence of a Delinquency Trigger, the review of 60-Day Delinquent Receivables to be undertaken by the Asset Representations Reviewer pursuant to the terms of the Asset Representations Review Agreement.

Asset Representations Review shall have the meaning assigned to the term “Review” in the Asset Representations Review Agreement.

Asset Representations Review means the review of the Asset Representations Reviewer conducted pursuant to the Asset Representations Review Agreement.

Asset Representations Review shall have the meaning specified in the Transfer Agreement.