Common use of Evaluation of Review Report Clause in Contracts

Evaluation of Review Report. If Public Noteholders of a Group evidencing not less than a majority of the Note Balance of all Publicly Registered Notes of such Group then Outstanding, acting together as a single class, notify the Master Collateral Agent in writing that they consider any non-compliance of any representation to be a breach of the applicable Receivables Transfer Agreement or the Transfer and Servicing Agreement, or request in writing that any Receivable designated to the related Group be reacquired or acquired, as applicable (including, for the avoidance of doubt, as described in Section 11.2 of the Transfer and Servicing Agreement), the Master Collateral Agent will forward, as soon as practicable and within five (5) Business Days, that written notice to the Administrator and the related Originator or the Servicer (in the case of Receivables transferred by an Additional Transferor or re-designated to such Group on a Re-Designation Date). In addition, the Master Collateral Agent, on behalf of the Requesting Party may, but is not obligated to, request the reacquisition or acquisition, as applicable, of a Group 60-Day Delinquent Receivable on behalf of all Public Noteholders of the related Group. Subject to the provisions for indemnification and certain limitations contained in this Agreement, the Master Collateral Agent (acting at the direction of the Majority Creditor Representatives representing each Series of Publicly Registered Notes of the related Group) shall, in the time, method and place directed by such Majority Creditor Representatives, exercise any trust or power conferred on the Master Collateral Agent, including the ability to assert to the Administrator and the related Originator or the Servicer (in the case of Receivables transferred by an Additional Transferor or re-designated to such Group on a Re-Designation Date), on behalf of all Public Noteholders of such Group, whether any such non-compliance may be a breach and to request the reacquisition or acquisition, as applicable, of the related Group 60-Day Delinquent Receivable. The Master Collateral Agent shall have no duty or obligation to determine whether any noncompliance with representations or warranties constitute a breach under the Transaction Documents or any Series Related 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 an Additional Transferor or re-designated to such Group on a Re-Designation Date) will have the sole ability to determine if there was non-compliance with the applicable Group Eligibility Representation made by it that constitutes a breach, and whether to reacquire or acquire, as applicable, the related Group 60-Day Delinquent Receivable from the Trust.

Evaluation of Review Report. If Public Noteholders of a Group evidencing not less than Noteholder or a majority of Verified Note Owner notifies the Note Balance of all Publicly Registered Notes of such Group then Outstanding, acting together as a single class, notify the Master Collateral Agent Indenture Trustee in writing that they consider it considers any non-compliance of any representation to be a breach of the applicable Receivables Transfer Agreement or the Transfer and Servicing Agreement, or request requests in writing that any Receivable designated to the related Group be reacquired or acquired, as applicable (including, for the avoidance of doubt, as described in Section 11.2 of the Transfer and Servicing Agreement), the Master Collateral Agent Indenture Trustee will forward, as soon as practicable and within five (5) Business Days, that written notice to the Administrator and the related Originator or the Servicer (in the case of Receivables transferred by an Additional Transferor the Master Trust or re-designated to such Group on a Re-Designation DateVZMT, as applicable). In addition, the Master Collateral AgentIndenture Trustee, on behalf of the Requesting Party may, but is not obligated to, request the reacquisition or acquisition, as applicable, of a Group 60-Day Delinquent Receivable on behalf of all Public Noteholders of the related GroupNoteholders. Subject to the provisions for indemnification and certain limitations contained in this AgreementIndenture, the Master Collateral Agent Indenture Trustee (acting at the direction of the Majority Creditor Representatives representing each Series of Publicly Registered Notes Noteholders evidencing at least a majority of the related Groupaggregate Note Balance of the Controlling Class of Notes, acting together as a single Class) shall, in the time, method and place directed by such Majority Creditor RepresentativesNoteholders, exercise any trust or power conferred on the Master Collateral AgentIndenture Trustee, including the ability to assert to the Administrator and the related Originator or the Servicer (in the case of Receivables transferred by an Additional Transferor the Master Trust or re-designated to such Group on a Re-Designation DateVZMT, as applicable), on behalf of all Public Noteholders of such GroupNoteholders, whether any such non-compliance may be a breach and to request the reacquisition or acquisition, as applicable, of the related Group 60-Day Delinquent Receivable. The Master Collateral Agent 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 any Series Related 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 an Additional Transferor the Master Trust or re-designated to such Group on a Re-Designation DateVZMT, as applicable) will have the sole ability to determine if there was non-compliance with the applicable Group Eligibility Representation made by it that constitutes a breach, and whether to reacquire or acquire, as applicable, the related Group 60-Day Delinquent Receivable from the TrustIssuer.

Evaluation of Review Report. If Public Noteholders of a Group evidencing not less than Noteholder or a majority of Verified Note Owner notifies the Note Balance of all Publicly Registered Notes of such Group then Outstanding, acting together as a single class, notify the Master Collateral Agent Indenture Trustee in writing that they consider it considers any non-compliance of any representation to be a breach of the applicable Receivables Transfer Agreement or the Transfer and Servicing Agreement, or request requests in writing that any Receivable designated to the related Group be reacquired or acquired, as applicable (including, for the avoidance of doubt, as described in Section 11.2 of the Transfer and Servicing Agreement), the Master Collateral Agent Indenture Trustee will forwardforward , as soon as practicable and within five (5) Business Days, that written notice to the Administrator and the related Originator or the Servicer (in the case of Receivables transferred by an Additional Transferor or re-designated to such Group on a Re-Designation Datethe Master Trust). In addition, the Master Collateral Agent, on behalf of the Requesting Party Indenture Trustee may, but is not obligated to, request the reacquisition or acquisition, as applicable, of a Group 60-Day Delinquent Receivable on behalf of all Public Noteholders of the related GroupNoteholders. Subject to the provisions for indemnification and certain limitations contained in this AgreementIndenture, the Master Collateral Agent Indenture Trustee (acting at the direction of the Majority Creditor Representatives representing each Series of Publicly Registered Notes Noteholders evidencing at least a majority of the related Groupaggregate Note Balance of the Controlling Class of Notes, acting together as a single Class) shall, in the time, method and place directed by such Majority Creditor RepresentativesNoteholders, exercise any trust or power conferred on the Master Collateral AgentIndenture Trustee, including the ability to assert to the Administrator and the related Originator or the Servicer (in the case of Receivables transferred by an Additional Transferor or re-designated to such Group on a Re-Designation Datethe Master Trust), on behalf of all Public Noteholders of such GroupNoteholders, whether any such non-compliance may be a breach and to request the reacquisition or acquisition, as applicable, of the related Group 60-Day Delinquent Receivable. The Master Collateral Agent shall have no duty or obligation to determine whether any noncompliance with representations or warranties constitute a breach under the Transaction Documents or any Series Related 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 an Additional Transferor or re-designated to such Group on a Re-Designation Datethe Master Trust) will have the sole ability to determine if there was non-compliance with the applicable Group Eligibility Representation any representation or warranty made by it that constitutes a breach, and whether to reacquire or acquire, as applicable, the related Group 60-Day Delinquent Receivable from the TrustIssuer.