Common use of Evaluation of Review Report Clause in Contracts

Evaluation of Review Report. If a Noteholder or a Verified Note Owner notifies the Indenture Trustee in writing that it considers any non-compliance of any representation to be a breach of the applicable Basic Document, or requests in writing that any Receivable be repurchased (including, for the avoidance of doubt, as described in Section 11.02 of the Sale and Servicing Agreement), the Indenture Trustee will promptly forward that written notice to TMCC and the Depositor. In addition, the Indenture Trustee may, but is not obligated to, request the repurchase of an ARR Receivable on behalf of all Noteholders. Subject to the provisions for indemnification and certain limitations contained in this Indenture, the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, may direct the Indenture Trustee regarding the time, method and place of exercising any trust or power conferred on the Indenture Trustee, including the ability to assert to TMCC and the Depositor, on behalf of all Noteholders, whether any such non-compliance may be a breach and to request the repurchase of the related ARR Receivable. The Depositor will have the sole ability to determine if there was non-compliance with any representation or warranty made by it that constitutes a breach, and whether to repurchase the related ARR Receivable from the Issuer, and TMCC will have the sole ability to determine if there was non-compliance with any representation or warranty made by it that constitutes a breach, and whether to repurchase the related ARR Receivable from the Depositor.

Evaluation of Review Report. If a Noteholder or a Verified Note Owner notifies the Indenture Trustee in writing that it considers any non-compliance of any representation to be a breach of the applicable Basic DocumentReceivables Transfer Agreement, or requests in writing that any Receivable be repurchased reacquired or acquired, as applicable (including, for the avoidance of doubt, as described in Section 11.02 11.2 of the Sale Transfer and Servicing Agreement), the Indenture Trustee will promptly forward forward, as soon as practicable and within five (5) Business Days, that written notice to TMCC the Administrator and the Depositorrelated Originator or the Servicer (in the case of Receivables transferred by the Master Trust). In addition, the Indenture Trustee Trustee, on behalf of the Requesting Party may, but is not obligated to, request the repurchase reacquisition or acquisition, as applicable, of an ARR a 60-Day Delinquent Receivable on behalf of all Noteholders. Subject to the provisions for indemnification and certain limitations contained in this Indenture, the Holders Indenture Trustee (acting at the direction of Notes Noteholders evidencing at least a majority of the aggregate outstanding principal amount Note Balance of the Controlling Class of Notes, acting together as a single Class) shall, may direct the Indenture Trustee regarding in the time, method and place of exercising directed by such Noteholders, exercise any trust or power conferred on the Indenture Trustee, including the ability to assert to TMCC the Administrator and the Depositorrelated Originator or the Servicer (in the case of Receivables transferred by the Master Trust), on behalf of all Noteholders, whether any such non-compliance may be a breach and to request the repurchase reacquisition or acquisition, as applicable, of the related ARR 60-Day Delinquent Receivable. The Depositor Indenture Trustee shall have no duty or obligation to determine whether any noncompliance with representations or warranties constitute a breach under the Transaction Documents or to make any determination as to the materiality of any breach. The related Originator or the Servicer (in the case of Receivables transferred by the Master Trust) will have the sole ability to determine if there was non-compliance with any representation or warranty the Eligibility Representation made by it that constitutes a breach, and whether to repurchase reacquire or acquire, as applicable, the related ARR 60-Day Delinquent Receivable from the Issuer, and TMCC will have the sole ability to determine if there was non-compliance with any representation or warranty made by it that constitutes a breach, and whether to repurchase the related ARR Receivable from the Depositor.

Evaluation of Review Report. If a Noteholder or a Verified Note Owner notifies the Indenture Trustee in writing that it considers any non-compliance of any representation to be a breach of the applicable Basic Document, or requests in writing that any Receivable be repurchased (including, for the avoidance of doubt, as described in Section 11.02 of the Sale and Servicing Agreement), the Indenture Trustee will promptly forward that written notice to TMCC and the Depositor. In addition, the Indenture Trustee maymay also determine and assert to TMCC and the Depositor, but is not obligated to, request the repurchase of an ARR Receivable on behalf of all Noteholders, whether it considers any such non-compliance to constitute such a breach and request the repurchase of the related ARR Receivable. Subject to the provisions for indemnification and certain limitations contained in this Indenture, the Holders of Notes evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Notes, acting together as a single Class, may direct the Indenture Trustee regarding the time, method and place of exercising any trust or power conferred on the Indenture Trustee, including the ability to determine and assert to TMCC and the Depositor, on behalf of all Noteholders, whether it considers that any such non-compliance may be constitutes a breach and to request the repurchase of the related ARR Receivable. The Depositor will have the sole ability to determine if there was non-compliance with any representation or warranty made by it that constitutes a breach, and whether to repurchase the related ARR Receivable from the Issuer, and TMCC will have the sole ability to determine if there was non-compliance with any representation or warranty made by it that constitutes a breach, and whether to repurchase the related ARR Receivable from the Depositor.

Evaluation of Review Report. If a Noteholder or a Verified Note Owner notifies the Indenture Trustee in writing that it considers any non-compliance of any representation with respect to any ARR Receivable to be a breach of the applicable Basic Document, or requests in writing that any Receivable (including any ARR Receivable) be repurchased (including, for the avoidance of doubt, as described in Section 11.02 of the Sale and Servicing Agreement), the Indenture Trustee will promptly forward that written notice to TMCC and the Depositorrelated Seller, as applicable. In addition, the Indenture Trustee maymay also determine and assert to the related Seller, but is not obligated toon behalf of all Noteholders and Verified Note Owners, whether it considers any such non-compliance to constitute such a breach and request the repurchase of an the related ARR Receivable on behalf of all NoteholdersReceivable. Subject to the provisions for indemnification and certain limitations contained in this Indenture, the Holders of Notes Noteholders and Verified Note Owners evidencing at least a majority of the aggregate outstanding principal amount of the Controlling Class of Outstanding Notes, acting together as a single Class, may direct the Indenture Trustee regarding the time, method and place of exercising any trust or power conferred on the Indenture Trustee, including the ability to determine and assert to TMCC and the Depositorrelated Seller, on behalf of all NoteholdersNoteholders and Verified Note Owners, whether it considers that any such non-compliance may be constitutes a breach of a representation related to an ARR Receivable and to request the repurchase of the related such ARR Receivable. The Depositor related Seller will have the sole ability to determine if there was non-compliance with any representation or warranty made by it in Section 3.02(b) of the applicable Receivables Purchase Agreement, respectively, that constitutes a breachbreach that materially and adversely affects the interest of the Issuer in the related ARR Receivable, and whether to repurchase the related ARR Receivable from the Issuer, and TMCC will have the sole ability to determine if there was non-compliance with any representation or warranty made by it that constitutes a breach, and whether to repurchase the related ARR Receivable from the Depositor.

Evaluation of Review Report. If a Noteholder or a Verified Note Owner notifies the Indenture Trustee in writing that it considers any non-compliance of any representation to be a breach of the applicable Basic DocumentReceivables Transfer Agreement, or requests in writing that any Receivable be repurchased reacquired or acquired, as applicable (including, for the avoidance of doubt, as described in Section 11.02 11.2 of the Sale Transfer and Servicing Agreement), the Indenture Trustee will promptly forward that written notice to TMCC the Administrator and the Depositorrelated Originator or the Servicer (in the case of Receivables transferred by the Master Trust). In addition, the Indenture Trustee may, but is not obligated to, request the repurchase reacquisition or acquisition, as applicable, of an ARR a 60-Day Delinquent Receivable on behalf of all Noteholders. Subject to the provisions for indemnification and certain limitations contained in this Indenture, the Holders Indenture Trustee (acting at the direction of Notes Noteholders evidencing at least a majority of the aggregate outstanding principal amount Note Balance of the Controlling Class of Notes, acting together as a single Class) shall, may direct the Indenture Trustee regarding in the time, method and place of exercising directed by such Noteholders, exercise any trust or power conferred on the Indenture Trustee, including the ability to assert to TMCC the Administrator and the Depositorrelated Originator or the Servicer (in the case of Receivables transferred by the Master Trust), on behalf of all Noteholders, whether any such non-compliance may be a breach and to request the repurchase reacquisition or acquisition, as applicable, of the related ARR 60-Day Delinquent Receivable. The Depositor related Originator or the Servicer (in the case of Receivables transferred by the Master Trust) will have the sole ability to determine if there was non-compliance with any representation or warranty made by it that constitutes a breach, and whether to repurchase reacquire or acquire, as applicable, the related ARR 60-Day Delinquent Receivable from the Issuer, and TMCC will have the sole ability to determine if there was non-compliance with any representation or warranty made by it that constitutes a breach, and whether to repurchase the related ARR Receivable from the Depositor.