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) 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).
Asset Representations Review. (a) If a Delinquency Trigger Event occurs, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Representations Review. If Noteholders and Note Owners of 5% or more of the aggregate principal amount of all Notes Outstanding demand a vote within 90 days of the filing of the Form 10-D indicating that the Delinquency Trigger Event has occurred, the Indenture Trustee will promptly request a vote of the Noteholders and Note Owners as described in Section 7.6(b) below; provided, that for the purpose of determining the holders of the Notes Outstanding, any Notes held by CarMax or any of its Affiliates shall not be included in such calculation.
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. (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.
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 and the Indenture Trustee a notice describing the occurrence of the Delinquency Trigger, and including reasonably detailed calculations thereof.
Asset 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.
Asset Representations Review. (a) If a Delinquency Trigger has occurred with respect to any Collection Period, the Servicer will promptly notify the Indenture Trustee thereof and include in the related Investor Report a notice of occurrence of the Delinquency Trigger and of the rights of the Noteholders and Note Owners pursuant to Section 7.02 of the Indenture regarding Review by the Asset Representations Reviewer. The Indenture Trustee shall not be deemed to have knowledge that any Repurchase Request remained unresolved for 180 days unless a Responsible Officer of the Indenture Trustee has actual knowledge, or has received written notice, that such Repurchase Request in fact remained unresolved for 180 days. The Indenture Trustee shall be under no obligation under the Indenture or otherwise to monitor repurchase activity or to independently determine which Repurchase Requests remain unresolved after 180 days.
Asset Representations Review. (a) If a Delinquency Trigger has occurred with respect to any Collection Period, the Servicer will promptly notify the Indenture Trustee thereof and include in the Monthly Investor Report related to such Collection Period a notice of occurrence of the Delinquency Trigger and of the rights of the Noteholders and Note Owners pursuant to Section 7.02 of the Indenture regarding Review by the Asset Representations Reviewer. The Indenture Trustee shall not be deemed to have knowledge that any Reallocation Request remained unresolved for 180 days unless a Responsible Officer of the Indenture Trustee has actual knowledge that such Reallocation Request in fact remained unresolved for 180 days or has received written notice evidencing that such Reallocation Request in fact remained unresolved for 180 days. The Indenture Trustee shall be under no obligation under the Indenture or otherwise to monitor reallocation activity or to independently determine which Reallocation Requests remain unresolved after 180 days.
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 recent Record Date. The notice provided under this Section 11.1 (a) and the related 10-D that is filed are the only notices that will be provided to Noteholders concerning whether the Delinquency Trigger has occurred.
