Common use of Noteholder and Note Owner Vote on Asset Representations Review Clause in Contracts

Noteholder and Note Owner Vote on Asset Representations Review. Beginning promptly after receipt from the Administrator of a copy of a notice sent to Noteholders and Note Owners pursuant to Section 23(a)(ii) of the Administration Agreement, the Indenture Trustee shall cause the initiation of such a review to be submitted to a yes or no vote of the Noteholders (with respect to Book Entry Notes, as directed by the related Note Owners via the applicable Clearing Agency pursuant to its procedures for such votes) of record as of the most recent Record Date. If, by no earlier than the deadline specified by the Administrator pursuant to Section 23(a)(ii) of the Administration Agreement, (i) votes have been cast by Noteholders holding at least 5% of the Outstanding Amount of the Notes and (ii) affirmative votes in favor of an Asset Representations Review have been cast by Noteholders representing at least a majority of the Outstanding Amount of the Notes held by those Noteholders casting a vote, the Indenture Trustee will promptly notify the Servicer, TMCC, the Administrator, the Depositor and the Asset Representations Reviewer that the requisite Noteholders have directed the Asset Representations Reviewer to perform a review of the ARR Receivables for the purpose of determining whether such ARR Receivables were in compliance with the representations and warranties made by TMCC to the Seller pursuant to Section 2.03 of the Receivables Purchase Agreement and by the Seller to the Issuer pursuant to Section 3.01 of the Sale and Servicing Agreement.

Noteholder and Note Owner Vote on Asset Representations Review. Beginning promptly after receipt from the Administrator of a copy of a notice sent to Noteholders and Note Owners pursuant to Section 23(a)(ii) of the Administration Agreement, the Indenture Trustee shall cause the initiation of such a review to be submitted to a yes or no vote of the Noteholders (with respect to Book Entry Notes, as directed by the related Note Owners via the applicable Clearing Agency pursuant to its procedures for such votes) of record as of the most recent Record Date. If, by no earlier than the deadline specified by the Administrator pursuant to Section 23(a)(ii) of the Administration Agreement, a majority of the Noteholders casting a vote so direct (i) provided that such affirmative votes have been cast represent votes by Noteholders holding at least 5% of the aggregate outstanding Principal Balance of all Outstanding Amount of the Notes and (ii) affirmative votes in favor of an Asset Representations Review have been cast by Noteholders representing at least a majority of the Outstanding Amount of the Notes held by those Noteholders casting a voteNotes), the Indenture Trustee will promptly notify the Servicer, TMCC, the Administrator, the Depositor and the Asset Representations Reviewer that the requisite Noteholders have directed the Asset Representations Reviewer to perform a review of the ARR Receivables for the purpose of determining whether such ARR Receivables were in compliance with the representations and warranties made by TMCC to the Seller pursuant to Section 2.03 of the Receivables Purchase Agreement and by the Seller to the Issuer pursuant to Section 3.01 of the Sale and Servicing Agreement.

Noteholder and Note Owner Vote on Asset Representations Review. Beginning promptly after receipt from the Administrator of a copy of a notice sent to Noteholders and Note Owners pursuant to Section 23(a)(ii2.9(a)(ii) of the Administration Agreement, the Indenture Trustee shall cause the initiation of such a review to be submitted to a yes or no vote of the Noteholders (with respect to Book Book-Entry Notes, as directed by the related Note Owners via the applicable Clearing Agency pursuant to its procedures for such votes) of record as of the most recent Record Date. Any Noteholder vote about whether to direct the Asset Representations Reviewer to conduct an Asset Representations Review shall be conducted by the Indenture Trustee in accordance with its standard internal vote solicitation process. The Indenture Trustee may select a vote agent that is experienced in the administration of Noteholder votes and/or consent solicitations to conduct and administer any Noteholder vote about whether to direct the Asset Representations Reviewer to conduct an Asset Representations Review and, so long as the Indenture Trustee selects such vote agent with due care, the Indenture Trustee will not be liable for any actions or inactions of such vote agent. If, by no earlier than the deadline specified by the Administrator pursuant to Section 23(a)(ii2.9(a)(ii) of the Administration Agreement, a majority of the Noteholders casting a vote so direct (i) provided that such affirmative votes have been cast represent votes by Noteholders holding at least 5% of the Outstanding Amount of the Notes and (ii) affirmative votes in favor of an Asset Representations Review have been cast by Noteholders representing at least a majority of the Outstanding Amount of the Notes held by those Noteholders casting a voteaggregate Note Balance), the Indenture Trustee will promptly notify the Servicer, TMCCAsset Representations Reviewer, the Administrator, the Depositor Administrator and the Asset Representations Reviewer Servicer that the requisite Noteholders have directed the Asset Representations Reviewer to perform a review of the ARR 60-Day Delinquent Receivables for the purpose of determining whether such ARR 60-Day Delinquent Receivables were in compliance with the representations and warranties Eligibility Representation made by TMCC to the Seller applicable Originator pursuant to Section 2.03 3.3 of the Originator Receivables Purchase Transfer Agreement and or by the Seller to the Issuer Servicer pursuant to Section 3.01 3.3 of the Sale and Servicing Master Trust Receivables Transfer Agreement.

Noteholder and Note Owner Vote on Asset Representations Review. Beginning promptly after receipt from the Administrator of a copy of a notice sent to Noteholders and Note Owners pursuant to Section 23(a)(ii) 23 of the Administration Agreement, the Indenture Trustee shall cause the initiation of such a review of ARR Receivables to be submitted to a yes or no vote of the Noteholders (with respect to Book Book-Entry Notes, as directed by the related Note Owners via the applicable Clearing Agency pursuant to its procedures for such votes) of record as of the most recent Record Date. If, by no earlier than the deadline specified by the Administrator pursuant to Section 23(a)(ii) 23 of the Administration Agreement, (i) votes have been cast by Noteholders holding at least 5% of the aggregate outstanding principal amount of all Outstanding Amount of the Notes and (ii) affirmative votes in favor of an Asset Representations Review have been cast by Noteholders representing at least a majority of the aggregate outstanding principal amount of all Outstanding Amount of the Notes held by those Noteholders casting a votevoting Noteholders, the Indenture Trustee will promptly notify the Servicer, TMCCthe Sellers, the Administrator, the Depositor Administrator and the Asset Representations Reviewer to the notice addresses set forth in Section 9.02 of the Asset Representations Review Agreement that the requisite Noteholders have directed the Asset Representations Reviewer to perform a review of the ARR Receivables for the purpose of determining whether such ARR Receivables were in compliance with the representations and warranties made by TMCC to the Seller Sellers pursuant to Section 2.03 3.02(b) of the applicable Receivables Purchase Agreement and by the Seller to the Issuer pursuant to Section 3.01 of the Sale and Servicing Agreement.

Noteholder and Note Owner Vote on Asset Representations Review. Beginning promptly after receipt from the Administrator of a copy of a notice sent to Noteholders and Note Owners pursuant to Section 23(a)(ii) of the Administration Agreement, the Indenture Trustee shall cause the initiation of such a review to be submitted to a yes or no vote of the Noteholders (with respect to Book Entry Notes, as directed by the related Note Owners via the applicable Clearing Agency pursuant to its procedures for such votes) of record as of the most recent Record Date. If, by no earlier than the deadline specified by the Administrator pursuant to Section 23(a)(ii) of the Administration Agreement, (i) votes have been cast by Noteholders holding at least 5% of the aggregate outstanding Principal Balance of all Outstanding Amount of the Notes and (ii) affirmative votes in favor of an Asset Representations Review have been cast by Noteholders representing at least a majority of the Outstanding Amount aggregate outstanding Principal Balance of the Notes held by those Noteholders casting a vote, the Indenture Trustee will promptly notify the Servicer, TMCC, the Administrator, the Depositor and the Asset Representations Reviewer that the requisite Noteholders have directed the Asset Representations Reviewer to perform a review of the ARR Receivables for the purpose of determining whether such ARR Receivables were in compliance with the representations and warranties made by TMCC to the Seller pursuant to Section 2.03 of the Receivables Purchase Agreement and by the Seller to the Issuer pursuant to Section 3.01 of the Sale and Servicing Agreement.

Noteholder and Note Owner Vote on Asset Representations Review. Beginning promptly after receipt from the Administrator of a copy of a notice sent to Noteholders and Note Owners pursuant to Section 23(a)(ii) of the Administration Agreement, the Indenture Trustee shall cause the initiation of such a review to be submitted to a yes or no vote of the Noteholders (with respect to Book Entry Notes, as directed by the related Note Owners via the applicable Clearing Agency pursuant to its procedures for such votes) of record as of the most recent Record Date). If, by no earlier than the deadline specified by the Administrator pursuant to Section 23(a)(ii) of the Administration Agreement, a majority of the Noteholders casting a vote so direct (i) provided that such affirmative votes have been cast represent votes by Noteholders holding at least 5% of the aggregate outstanding Principal Balance of all Outstanding Amount of the Notes and (ii) affirmative votes in favor of an Asset Representations Review have been cast by Noteholders representing at least a majority of the Outstanding Amount of the Notes held by those Noteholders casting a voteNotes), the Indenture Trustee will promptly notify the Servicer, TMCC, the Administrator, the Depositor and the Asset Representations Reviewer that the requisite Noteholders have directed the Asset Representations Reviewer to perform a review of the ARR Receivables for the purpose of determining whether such ARR Receivables were in compliance with the representations and warranties made by TMCC to the Seller pursuant to Section 2.03 of the Receivables Purchase Agreement and by the Seller to the Issuer pursuant to Section 3.01 of the Sale and Servicing Agreement.

Noteholder and Note Owner Vote on Asset Representations Review. Beginning promptly after receipt from the Administrator of a copy of a notice sent to Noteholders and Note Owners pursuant to Section 23(a)(ii2.9(a)(ii) of the Administration Agreement, the Indenture Trustee shall cause the initiation of such a review to be submitted to a yes or no vote of the Noteholders (with respect to Book Book-Entry Notes, as directed by the related Note Owners via the applicable Clearing Agency pursuant to its procedures for such votes) of record as of the most recent Record Date. If, by no earlier than the deadline specified by the Administrator pursuant to Section 23(a)(ii2.9(a)(ii) of the Administration Agreement, a majority of the Noteholders casting a vote so direct (i) provided that such affirmative votes have been cast represent votes by Noteholders holding at least 5% of the Outstanding Amount of the Notes and (ii) affirmative votes in favor of an Asset Representations Review have been cast by Noteholders representing at least a majority of the Outstanding Amount of the Notes held by those Noteholders casting a voteaggregate Note Balance), the Indenture Trustee will promptly notify the Servicer, TMCCAsset Representations Reviewer, the Administrator, the Depositor Administrator and the Asset Representations Reviewer Servicer that the requisite Noteholders have directed the Asset Representations Reviewer to perform a review of the ARR 60-Day Delinquent Receivables for the purpose of determining whether such ARR 60-Day Delinquent Receivables were in compliance with the representations and warranties made by TMCC to the Seller applicable Originator pursuant to Section 2.03 3.3 of the Originator Receivables Purchase Transfer Agreement and or by the Seller to the Issuer Servicer pursuant to Section 3.01 3.3 of the Sale and Servicing Master Trust Receivables Transfer Agreement.

Noteholder and Note Owner Vote on Asset Representations Review. Beginning promptly after receipt from the Administrator of a copy of a notice sent to Noteholders and Note Owners pursuant to Section 23(a)(ii2.9(a)(ii) of the Administration Agreement, the Indenture Trustee shall cause the initiation of such a review to be submitted to a yes or no vote of the Noteholders (with respect to Book Book-Entry Notes, as directed by the related Note Owners via the applicable Clearing Agency pursuant to its procedures for such votes) of record as of the most recent Record Date. Any Noteholder vote about whether to direct the Asset Representations Reviewer to conduct an Asset Representations Review shall be conducted by the Indenture Trustee in accordance with its standard internal vote solicitation process. The Indenture Trustee may select a vote agent that is experienced in the administration of Noteholder votes and/or consent solicitations to conduct and administer any Noteholder vote about whether to direct the Asset Representations Reviewer to conduct an Asset Representations Review and, so long as the Indenture Trustee selects such vote agent with due care, the Indenture Trustee will not be liable for any actions or inactions of such vote agent. If, by no earlier than the deadline specified by the Administrator pursuant to Section 23(a)(ii2.9(a)(ii) of the Administration Agreement, a majority of the Noteholders casting a vote so direct (i) provided that such affirmative votes have been cast represent votes by Noteholders holding at least 5% of the Outstanding Amount of the Notes and (ii) affirmative votes in favor of an Asset Representations Review have been cast by Noteholders representing at least a majority of the Outstanding Amount of the Notes held by those Noteholders casting a voteaggregate Note Balance), the Indenture Trustee will promptly notify the Servicer, TMCCAsset Representations Reviewer, the Administrator, the Depositor Administrator and the Asset Representations Reviewer Servicer that the requisite Noteholders have directed the Asset Representations Reviewer to perform a review of the ARR 60-Day Delinquent Receivables for the purpose of determining whether such ARR 60-Day Delinquent Receivables were in compliance with the representations and warranties Eligibility Representation made by TMCC to the Seller applicable Originator pursuant to Section 2.03 3.3 of the Originator Receivables Purchase Transfer Agreement and or by the Seller to the Issuer Servicer pursuant to Section 3.01 3.3 of the Sale and Servicing Master Trust Receivables Transfer Agreement or Section 3.3 of the VZMT Receivables Transfer Agreement, as applicable.

Noteholder and Note Owner Vote on Asset Representations Review. Beginning promptly after receipt from the Administrator of a copy of a notice sent to Noteholders and Note Owners pursuant to Section 23(a)(ii) 23 of the Administration Agreement, the Indenture Trustee shall cause the initiation of such a review of ARR Receivables to be submitted to a yes or no vote of the Noteholders (with respect to Book Book-Entry Notes, as directed by the related Note Owners via the applicable Clearing Agency pursuant to its procedures for such votes) of record as of the most recent Record Date. If, by no earlier than the deadline specified by the Administrator pursuant to Section 23(a)(ii) 23 of the Administration Agreement, a majority of the Noteholders of Outstanding Notes casting a vote so direct (i) provided that such affirmative votes have been cast represent votes by Noteholders holding at least 5% of the aggregate outstanding principal amount of all Outstanding Amount of the Notes and (ii) affirmative votes in favor of an Asset Representations Review have been cast by Noteholders representing at least a majority of the Outstanding Amount of the Notes held by those Noteholders casting a voteNotes), the Indenture Trustee will promptly notify the Servicer, TMCCthe Sellers, the Administrator, the Depositor Administrator and the Asset Representations Reviewer to the notice addresses set forth in Section 9.02 of the Asset Representations Review Agreement that the requisite Noteholders have directed the Asset Representations Reviewer to perform a review of the ARR Receivables for the purpose of determining whether such ARR Receivables were in compliance with the representations and warranties made by TMCC to the Seller Sellers pursuant to Section 2.03 3.02(b) of the applicable Receivables Purchase Agreement and by the Seller to the Issuer pursuant to Section 3.01 of the Sale and Servicing Agreement.

Noteholder and Note Owner Vote on Asset Representations Review. Beginning promptly after receipt from the Administrator of a copy of a notice sent to Noteholders and Note Owners pursuant to Section 23(a)(ii) 23 of the Administration Agreement, the Indenture Trustee shall cause the initiation of such a review of ARR Receivables to be submitted to a yes or no vote of the Noteholders (with respect to Book Book-Entry Notes, as directed by the related Note Owners via the applicable Clearing Agency pursuant to its procedures for such votes) of record as of the most recent Record Date. If, by no earlier than the deadline specified by the Administrator pursuant to Section 23(a)(ii) 23 of the Administration Agreement, a majority of the Noteholders of Outstanding Notes casting a vote so direct (i) provided that such affirmative votes have been cast represent votes by Noteholders holding at least 5% of the aggregate outstanding principal amount of all Outstanding Amount of the Notes and (ii) affirmative votes in favor of an Asset Representations Review have been cast by Noteholders representing at least a majority of the Outstanding Amount of the Notes held by those Noteholders casting a voteNotes), the Indenture Trustee will promptly notify the Servicer, TMCCthe Sellers, the Administrator, the Depositor Administrator and the Asset Representations Reviewer that the requisite Noteholders have directed the Asset Representations Reviewer to perform a review of the ARR Receivables for the purpose of determining whether such ARR Receivables were in compliance with the representations and warranties made by TMCC to the Seller Sellers pursuant to Section 2.03 3.02(b) of the applicable Receivables Purchase Agreement and by the Seller to the Issuer pursuant to Section 3.01 of the Sale and Servicing Agreement.

Noteholder and Note Owner Vote on Asset Representations Review. Beginning promptly after receipt from the Administrator of a copy of a notice sent to Noteholders and Note Owners pursuant to Section 23(a)(ii) 23 of the Administration Agreement, the Indenture Trustee shall cause the initiation of such a review to be submitted to a yes or no vote of the Noteholders (with respect to Book Book-Entry Notes, as directed by the related Note Owners via the applicable Clearing Agency pursuant to its procedures for such votes) of record as of the most recent Record Date). If, by no earlier than the deadline specified by the Administrator pursuant to Section 23(a)(ii) 23 of the Administration Agreement, a majority of the Noteholders of all Outstanding Notes casting a vote so direct (i) provided that such affirmative votes have been cast represent votes by Noteholders holding at least 5% of the aggregate outstanding principal amount of all Outstanding Amount of the Notes and (ii) affirmative votes in favor of an Asset Representations Review have been cast by Noteholders representing at least a majority of the Outstanding Amount of the Notes held by those Noteholders casting a voteNotes), the Indenture Trustee will promptly notify the Servicer, TMCCthe Seller[s], the Administrator, the Depositor Administrator and the Asset Representations Reviewer that the requisite Noteholders have directed the Asset Representations Reviewer to perform a review of the ARR Receivables for the purpose of determining whether such ARR Receivables were in compliance with the representations and warranties made by TMCC to the Seller Seller[s] pursuant to Section 2.03 3.02(b) of the applicable Receivables Purchase Agreement and by the Seller to the Issuer pursuant to Section 3.01 of the Sale and Servicing Agreement.

Noteholder and Note Owner Vote on Asset Representations Review. Beginning promptly after receipt from the Administrator of a copy of a notice sent to Noteholders and Note Owners pursuant to Section 23(a)(ii) of the Administration Agreement, the Indenture Trustee shall cause the initiation of such a review to be submitted to a yes or no vote of the Noteholders (with respect to Book Entry Notes, as directed by the related Note Owners via the applicable Clearing Agency pursuant to its procedures for such votes) of record as of the most recent Record Date). If, by no earlier than the deadline specified by the Administrator pursuant to Section 23(a)(ii) of the Administration Agreement, a majority of the Noteholders casting a vote so direct (i) provided that such affirmative votes have been cast represent votes by Noteholders holding at least 5% of the aggregate outstanding Principal Balance of all Outstanding Amount of the Notes and (ii) affirmative votes in favor of an Asset Representations Review have been cast by Noteholders representing at least a majority of the Outstanding Amount of the Notes held by those Noteholders casting a voteNotes), the Indenture Trustee will promptly notify the Servicer, TMCC, the Administrator, the Depositor and the Asset Representations Reviewer that the requisite Noteholders have directed the Asset Representations Reviewer to perform a review of the ARR Receivables for the purpose of determining whether such ARR Receivables were in compliance with the representations and warranties made by TMCC to the Seller pursuant to Section 2.03 of the Receivables Purchase Agreement and by the Seller to the Issuer pursuant to Section 3.01 of the Sale and Servicing Agreement.to

Noteholder and Note Owner Vote on Asset Representations Review. Beginning promptly after receipt from the Administrator of a copy of a notice sent to the Indenture Trustee for distribution to Noteholders and Note Owners pursuant to Section 23(a)(ii1.21(a)(ii) of the Issuer Administration Agreement, the Indenture Trustee shall cause the initiation of such a review of the ARR Leases pursuant to the terms of the Asset Representations Review Agreement to be submitted to a yes or no vote of the Noteholders using the Indenture Trustee’s standard procedures for conducting a vote of Noteholders (with respect to Book Book-Entry Notes, as directed by the related Note Owners via the applicable Clearing Agency pursuant to its procedures for such votes) of record as of the most recent Record Date). If, by no earlier than the deadline specified by the Administrator pursuant to Section 23(a)(ii1.21(a)(ii) of the Issuer Administration Agreement, (i) votes have been cast by Noteholders holding at least 5% of the aggregate outstanding principal amount of all Outstanding Amount of the Notes and (ii) affirmative votes in favor of an Asset Representations Review have been cast by Noteholders representing at least a majority of the aggregate outstanding principal amount of all Outstanding Amount of the Notes held by those Noteholders casting a votevoting Noteholders, the Indenture Trustee will promptly notify the Servicer, TMCC, the Administrator, the Depositor Administrator and the Asset Representations Reviewer that the requisite Noteholders have directed the Asset Representations Reviewer to perform a review of the ARR Receivables Leases for the purpose of determining whether such ARR Receivables Leases were in compliance with the representations and warranties made by TMCC to the Seller Servicer pursuant to Section 2.03 2.15(a) of the Receivables Purchase Agreement and by the Seller to the Issuer pursuant to Section 3.01 of the Sale and Servicing AgreementSupplement.

Noteholder and Note Owner Vote on Asset Representations Review. Beginning promptly after receipt from the Administrator of a copy of a notice sent to Noteholders and Note Owners pursuant to Section 23(a)(ii) 23 of the Administration Agreement, the Indenture Trustee shall cause the initiation of such a review of ARR Receivables to be submitted to a yes or no vote of the Noteholders (with respect to Book Book-Entry Notes, as directed by the related Note Owners via the applicable Clearing Agency pursuant to its procedures for such votes) of record as of the most recent Record Date. If, by no earlier than the deadline specified by the Administrator pursuant to Section 23(a)(ii) 23 of the Administration Agreement, (i) votes have been cast by Noteholders holding at least 5% of the aggregate outstanding principal amount of all Outstanding Amount of the Notes Notes) and (ii) affirmative votes in favor of an Asset Representations Review have been cast by Noteholders representing at least a majority of the aggregate outstanding principal amount of all Outstanding Amount of the Notes held by those Noteholders casting a votevoting Noteholders, the Indenture Trustee will promptly notify the Servicer, TMCCthe Seller[s], the Administrator, the Depositor Administrator and the Asset Representations Reviewer to the notice addresses set forth in Section 9.02 of the Asset Representations Review Agreement that the requisite Noteholders have directed the Asset Representations Reviewer to perform a review of the ARR Receivables for the purpose of determining whether such ARR Receivables were in compliance with the representations and warranties made by TMCC to the Seller Seller[s] pursuant to Section 2.03 3.02(b) of the applicable Receivables Purchase Agreement and by the Seller to the Issuer pursuant to Section 3.01 of the Sale and Servicing Agreement.