Common use of Evaluation of Review Report Clause in Contracts

Evaluation of Review Report. (a) 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 the related Seller, as applicable. (b) The Indenture Trustee shall have no obligation to pursue or otherwise be involved in resolving any repurchase request, including any such request that is the subject of a dispute resolution proceeding, unless it is directed to do so by Noteholders representing not less than a majority of the Outstanding Amount and such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance with such direction. For the avoidance of doubt, if the Indenture Trustee does not agree to pursue or otherwise be involved in resolving any reallocation request, the related Noteholders may independently pursue dispute resolution in respect of such reallocation request in accordance with Section 11.02 of the Sale and Servicing Agreement. (c) The 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 breach that materially and adversely affects the interests of the Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivable, and whether to repurchase the related ARR Receivable from the Issuer in accordance with the terms of Section 6.02 of the related Receivables Purchase Agreement.

Evaluation of Review Report. (a) 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 Lease to be a breach of the applicable Basic Document, or requests in writing that any Receivable 20[__]-[__] Lease (including any ARR ReceivableLease) be repurchased reallocated (including, for the avoidance of doubt, as described in Section 11.02 4.2 of the Sale and Servicing AgreementSupplement), the Indenture Trustee will promptly forward that written notice to the related Seller, as applicable. (b) Servicer. The Indenture Trustee shall have no obligation to pursue or otherwise be involved in resolving any repurchase reallocation request, including any such request that is the subject of a dispute resolution proceeding, unless it is directed to do so by Noteholders representing not less than a majority of the Outstanding Amount and such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance with such direction. For the avoidance of doubt, if the Indenture Trustee does not agree to pursue or otherwise be involved in resolving any reallocation request, the related Noteholders may independently pursue dispute resolution in respect of such reallocation request in accordance with Section 11.02 4.2 of the Sale and Servicing Agreement. (c) Supplement. The related Seller Servicer 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 breach that materially and adversely affects the interests interest of the Issuer, Issuer in the Indenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders in any Receivablerelated ARR Lease, and whether to repurchase reallocate the related ARR Receivable Lease from the Issuer in accordance with the terms of Section 6.02 of the related Receivables Purchase AgreementIssuer.