Common use of Investor Action to Initiate an Asset Representations Review Clause in Contracts

Investor Action to Initiate an Asset Representations Review. (a) Within 90 days following the date on which the Servicer or the Transferor, on behalf of the Trust, discloses the occurrence of a Delinquency Trigger pursuant to subsection 15.01(a), Holders of Investor Certificates holding at least 5% of the aggregate unpaid principal amount of all outstanding Investor Certificates may submit a written petition to the Transferor and the Trustee directing that a vote be taken on whether to initiate an Asset Representations Review. For the avoidance of doubt, for so long as a Delinquency Trigger has occurred and is continuing, a new 90-day petition period shall commence each month, beginning on the date on which the Servicer or the Transferor, on behalf of the Trust, discloses in the related distribution report on Form 10-D that the Delinquency Trigger is continuing. (b) If Holders of Investor Certificates submit a written petition directing that a vote be taken in accordance with subsection 15.02(a), then the Trustee shall (i) promptly provide written notice of such direction to all Holders of Investor Certificates by delivering notice of such direction to Holders of Investor Certificates at their addresses appearing on the Certificate Register and (ii) conduct a solicitation of votes of Holders of Investor Certificates to initiate a review, which solicitation of votes shall occur within 90 days of the delivery of such notice by the Trustee. If (x) a vote in which an Asset Review Quorum participates occurs within such 90-day period and (y) Holders of Investor Certificates holding more than 50% of the aggregate unpaid principal amount of all outstanding Investor Certificates casting a vote direct that a review be undertaken, then the Trustee shall promptly provide written notice to the Transferor, the Servicer, Capital One, and Holders of Investor Certificates in the same manner as described above. Upon receipt of such notice from the Trustee, the Servicer will promptly provide written notice to the Asset Representations Reviewer and an Asset Representations Review will commence in accordance with the terms set forth in the Asset Representations Review Agreement. (c) Notwithstanding any provisions of this Article XV to the contrary, and subject to the additional requirements and conditions set forth in this Article XV, for so long as a petition to direct that a vote be taken, a vote itself, or an Asset Representations Review is underway in accordance with subsection 15.02(a), subsection 15.02(b), or the terms of the Asset Representations Review Agreement, respectively, Holders of Investor Certificates may not initiate another petition, vote, or Asset Representations Review unless and until such prior petition, vote, or Asset Representations Review is completed. For purposes of this subsection 15.02(c): (i) a petition will be considered completed only (A) if the petition does not result in a vote, (B) if a vote occurs, such vote does not result in an Asset Representations Review, or (C) if an Asset Representations Review occurs, at such time as the Servicer or the Transferor, on behalf of the Trust, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D in accordance with the terms of the Asset Representations Review Agreement; (ii) a vote will be considered completed only (A) if the vote does not result in an Asset Representations Review or (B) if an Asset Representations Review occurs, at such time as the Servicer or the Transferor, on behalf of the Trust, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D in accordance with the terms of the Asset Representations Review Agreement; and (iii) an Asset Representations Review will be considered completed only at such time as the Servicer or the Transferor, on behalf of the Trust, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D in accordance with the terms of the Asset Representations Review Agreement. (d) If at the completion of an Asset Representations Review undertaken in accordance with the terms set forth in the Asset Representations Review Agreement, the Asset Representations Reviewer’s findings and conclusions indicate that any Receivables reviewed did not comply with the related representations and warranties, the Transferor shall investigate any such findings of non-compliance contained in the report and make a determination regarding whether any such non-compliance constitutes a breach of any contractual provision of this Agreement or the Receivables Purchase Agreement. If the Transferor determines that such a breach has occurred, it will provide notice of such breach to the Servicer and the Trustee.

Investor Action to Initiate an Asset Representations Review. (a) Within 90 days following the date on which the Servicer or the Transferor, on behalf of the Trust, discloses the occurrence of a Delinquency Trigger pursuant to subsection 15.01(a14.01(a), Holders of Investor Certificates holding at least 5% of the aggregate unpaid principal amount of all outstanding Investor Certificates may submit a written petition to the Transferor and the Trustee directing that a vote be taken on whether to initiate an Asset Representations Review. For the avoidance of doubt, for so long as a Delinquency Trigger has occurred and is continuing, a new 90-day petition period shall commence each month, beginning on the date on which the Servicer or the Transferor, on behalf of the Trust, discloses in the related distribution report on Form 10-D that the Delinquency Trigger is continuing. (b) If Holders of Investor Certificates submit a written petition directing that a vote be taken in accordance with subsection 15.02(a14.02(a), then the Trustee shall (i) promptly provide written notice of such direction to all Holders of Investor Certificates by delivering notice of such direction to Holders of Investor Certificates at their addresses appearing on the Certificate Register and (ii) conduct a solicitation of votes of Holders of Investor Certificates to initiate a review, which solicitation of votes shall occur within 90 days of the delivery of such notice by the Trustee. If (x) a vote in which an Asset Review Quorum participates occurs within such 90-day 90‑day period and (y) Holders of Investor Certificates holding more than 50% of the aggregate unpaid principal amount of all outstanding Investor Certificates casting a vote direct that a review be undertaken, then the Trustee shall promptly provide written notice to the Transferor, the Servicer, Capital OneBANA, and Holders of Investor Certificates in the same manner as described above. Upon receipt of such notice from the Trustee, the Servicer will promptly provide written notice to the Asset Representations Reviewer and an Asset Representations Review will commence in accordance with the terms set forth in the Asset Representations Review Agreement. (c) Notwithstanding any provisions of this Article XV XIV to the contrary, and subject to the additional requirements and conditions set forth in this Article XVXIV, for so long as a petition to direct that a vote be taken, a vote itself, or an Asset Representations Review is underway in accordance with subsection 15.02(a14.02(a), subsection 15.02(b14.02(b), or the terms of the Asset Representations Review Agreement, respectively, Holders of Investor Certificates may not initiate another petition, vote, or Asset Representations Review unless and until such prior petition, vote, or Asset Representations Review is completed. For purposes of this subsection 15.02(c14.02(c): (i) a petition will be considered completed only (A) if the petition does not result in a vote, (B) if a vote occurs, such vote does not result in an Asset Representations Review, or (C) if an Asset Representations Review occurs, at such time as the Servicer or the Transferor, on behalf of the Trust, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D in accordance with the terms of the Asset Representations Review Agreement; (ii) a vote will be considered completed only (A) if the vote does not result in an Asset Representations Review or (B) if an Asset Representations Review occurs, at such time as the Servicer or the Transferor, on behalf of the Trust, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D in accordance with the terms of the Asset Representations Review Agreement; and (iii) an Asset Representations Review will be considered completed only at such time as the Servicer or the Transferor, on behalf of the Trust, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D in accordance with the terms of the Asset Representations Review Agreement. (d) If at the completion of an Asset Representations Review undertaken in accordance with the terms set forth in the Asset Representations Review Agreement, the Asset Representations Reviewer’s findings and conclusions indicate that any Receivables reviewed did not comply with the related representations and warranties, the Transferor shall investigate any such findings of non-compliance contained in the report and make a determination regarding whether any such non-compliance constitutes a breach of any contractual provision of this Agreement or the Receivables Purchase Agreement. If the Transferor determines that such a breach has occurred, it will provide notice of such breach to the Servicer and the Trustee.

Investor Action to Initiate an Asset Representations Review. (a) Within 90 days following the date on which the Servicer or the Transferor, on behalf of the Trust, discloses the occurrence of a Delinquency Trigger pursuant to subsection 15.01(a), Holders of Investor Certificates holding at least 5% of the aggregate unpaid principal amount of all outstanding Investor Certificates as of the last day of the Monthly Period immediately preceding the filing of the distribution report on Form 10-D in which such Delinquency Trigger is disclosed may submit a written petition to the Transferor and the Trustee directing that a vote be taken on whether to initiate an Asset Representations Review. For the avoidance of doubtSubject to Section 15.02(c), for so long as a Delinquency Trigger has occurred and is continuing, a new 90-day petition period shall commence each month, beginning on the date on which the Servicer or the Transferor, on behalf of the Trust, discloses in the related distribution report on Form form 10-D that the Delinquency Trigger is continuing. (b) If Holders of Investor Certificates submit a written petition directing that a vote be taken in accordance with subsection 15.02(a), then the Trustee shall (i) promptly provide written notice of such direction to all Holders of Investor Certificates by delivering notice of such direction to Holders of Investor Certificates at their addresses appearing on the Certificate Register initiate and (ii) conduct undertake a solicitation of votes of Holders of Investor Certificates to initiate a review, which . Such solicitation of votes vote shall occur be completed within 90 150 calendar days of the delivery filing of such notice by the Trusteerelated distribution report on Form 10-D disclosing that the Delinquency Trigger has occurred. If (x) a vote in which an Asset Review Quorum participates occurs within in such 90-day period vote and (y) Holders of Investor Certificates holding more than 50% of the aggregate unpaid principal amount of all outstanding Investor Certificates casting a vote direct that a review be undertaken, then the Trustee shall promptly provide written notice to the Transferor, the Servicer, Capital One, WFB and Holders of Investor Certificates in the same manner as described above. Upon receipt of such notice from form the Trustee, the Servicer will promptly provide written notice to the Asset Representations Reviewer and an Asset Representations Review will commence in accordance with the terms set forth in the Asset Representations Review Agreement. In addition, the Servicer or the Transferor shall include, in the Trust’s distribution report on Form 10-D relating to the Monthly Period in which the requisite percentage of Holders of Investor Certificate voted to direct an Asset Representations Review, a description of the events which occurred during such Monthly Period that triggered the Asset Representations Review. (c) Notwithstanding any provisions of this Article XV to the contrary, and subject to the additional requirements and conditions set forth in this Article XV, for so long as a petition to direct that a vote be taken, a vote itself, or an Asset Representations Review is underway in accordance with subsection 15.02(a), subsection 15.02(b), ) or the terms of the Asset Representations Review Agreement, respectively, Holders of Investor Certificates may not initiate another petition, vote, vote or Asset Representations Review unless and until such prior petition, vote, vote or Asset Representations Review is completed. For purposes of this subsection 15.02(c): (i) a petition will be considered completed only (A) if the petition does not result in a vote, (B) if a vote occurs, such vote does not result in an Asset Representations Review, Review or (C) if an Asset Representations Review occurs, at such time as the Servicer or the Transferor, on behalf of the Trust, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D in accordance with the terms of the Asset Representations Review Agreement; (ii) a vote will be considered completed only (A) if the vote does not result in an Asset Representations Review or (B) if an Asset Representations Review occurs, at such time as the Servicer or the Transferor, on behalf of the Trust, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D in accordance with the terms of the Asset Representations Review Agreement; and (iii) an Asset Representations Review will be considered completed only at such time as the Servicer or the Transferor, on behalf of the Trust, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D in accordance with the terms of the Asset Representations Review Agreement. (d) If at the completion of an Asset Representations Review undertaken in accordance with the terms set forth in the Asset Representations Review Agreement, the Asset Representations Reviewer’s findings and conclusions indicate that any Receivables reviewed did not comply with the related representations and warranties, the Transferor shall investigate any such findings of non-compliance contained in the report and make a determination regarding whether any such non-compliance constitutes a breach of any contractual provision of this Agreement or the Receivables Purchase Agreement. If the Transferor determines that such a breach has occurred, it will provide notice of such breach to the Servicer and the Trustee.

Investor Action to Initiate an Asset Representations Review. (a) Within 90 days following the date on which the Servicer or the Transferor, on behalf of the Trust, discloses the occurrence of a Delinquency Trigger pursuant to subsection 15.01(a), Holders of Investor Certificates holding at least 5% of the aggregate unpaid principal amount of all outstanding Investor Certificates as of the last day of the Monthly Period immediately preceding the filing of the distribution report on Form 10-D in which such Delinquency Trigger is disclosed may submit a written petition to the Transferor and the Trustee directing that a vote be taken on whether to initiate an Asset Representations Review. For the avoidance of doubtSubject to Section 15.02(c), for so long as a Delinquency Trigger has occurred and is continuing, a new 90-day petition period shall commence each month, beginning on the date on which the Servicer or the Transferor, on behalf of the Trust, discloses in the related distribution report on Form form 10-D that the Delinquency Trigger is continuing. (b) If Holders of Investor Certificates submit a written petition directing that a vote be taken in accordance with subsection 15.02(a), then the Trustee shall (i) promptly provide written notice of such direction to all Holders of Investor Certificates by delivering notice of such direction to Holders of Investor Certificates at their addresses appearing on the Certificate Register initiate and (ii) conduct undertake a solicitation of votes of Holders of Investor Certificates to initiate a review, which . Such solicitation of votes vote shall occur be completed within 90 150 calendar days of the delivery filing of such notice by the Trusteerelated distribution report on Form 10-D disclosing that the Delinquency Trigger has occurred. If (x) a vote in which an Asset Review Quorum participates occurs within in such 90-day period vote and (y) Holders of Investor Certificates holding more than 50% of the aggregate unpaid principal amount of all outstanding Investor Certificates casting a vote direct that a review be undertaken, then the Trustee shall promptly provide written notice to the Transferor, the Servicer, Capital One, WFB and Holders of Investor Certificates in the same manner as described above. Upon receipt of such notice from form the Trustee, the Servicer will promptly provide written notice to the Asset Representations Reviewer and an Asset Representations Review will commence in accordance with the terms set forth in the Asset Representations Review Agreement. (c) Notwithstanding any provisions of this Article XV to the contrary. In addition, and subject to the additional requirements and conditions set forth in this Article XV, for so long as a petition to direct that a vote be taken, a vote itself, or an Asset Representations Review is underway in accordance with subsection 15.02(a), subsection 15.02(b), or the terms of the Asset Representations Review Agreement, respectively, Holders of Investor Certificates may not initiate another petition, vote, or Asset Representations Review unless and until such prior petition, vote, or Asset Representations Review is completed. For purposes of this subsection 15.02(c): (i) a petition will be considered completed only (A) if the petition does not result in a vote, (B) if a vote occurs, such vote does not result in an Asset Representations Review, or (C) if an Asset Representations Review occurs, at such time as the Servicer or the TransferorTransferor shall include, on behalf of in the Trust, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D relating to the Monthly Period in accordance with which the terms requisite percentage of Holders of Investor Certificates voted to direct an Asset Representations Review, a description of the events which occurred during such Monthly Period that triggered the Asset Representations Review Agreement; (ii) a vote will be considered completed only (A) if the vote does not result in an Asset Representations Review or (B) if an Asset Representations Review occurs, at such time as the Servicer or the Transferor, on behalf of the Trust, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D in accordance with the terms of the Asset Representations Review Agreement; and (iii) an Asset Representations Review will be considered completed only at such time as the Servicer or the Transferor, on behalf of the Trust, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D in accordance with the terms of the Asset Representations Review AgreementReview. (d) If at the completion of an Asset Representations Review undertaken in accordance with the terms set forth in the Asset Representations Review Agreement, the Asset Representations Reviewer’s findings and conclusions indicate that any Receivables reviewed did not comply with the related representations and warranties, the Transferor shall investigate any such findings of non-compliance contained in the report and make a determination regarding whether any such non-compliance constitutes a breach of any contractual provision of this Agreement or the Receivables Purchase Agreement. If the Transferor determines that such a breach has occurred, it will provide notice of such breach to the Servicer and the Trustee.

Investor Action to Initiate an Asset Representations Review. (a) Within 90 days following the date on which the Servicer or the Transferor, on behalf of the Trust, discloses the occurrence of a Delinquency Trigger pursuant to subsection 15.01(a), Holders of Investor Certificates holding at least 5% of the aggregate unpaid principal amount of all outstanding Investor Certificates as of the last day of the Monthly Period immediately preceding the filing of the distribution report on Form 10-D in which such Delinquency Trigger is disclosed may submit a written petition to the Transferor and the Trustee directing that a vote be taken on whether to initiate an Asset Representations Review. For the avoidance of doubtSubject to Section 15.02(c), for so long as a Delinquency Trigger has occurred and is continuing, a new 90-day petition period shall commence each month, beginning on the date on which the Servicer or the Transferor, on behalf of the Trust, discloses in the related distribution report on Form form 10-D that the Delinquency Trigger is continuing. (b) If Holders of Investor Certificates submit a written petition directing that a vote be taken in accordance with subsection 15.02(a), then the Trustee shall (i) promptly provide written notice of such direction to all Holders of Investor Certificates by delivering notice of such direction to Holders of Investor Certificates at their addresses appearing on the Certificate Register and (ii) conduct a solicitation of votes of Holders of Investor Certificates to initiate a review, which solicitation of votes vote shall occur within 90 be completed no later than 60 days of after the delivery of date such notice by the Trusteevote was initiated. If (x) a vote in which an Asset Review Quorum participates occurs within in such 90-day period vote and (y) Holders of Investor Certificates holding more than 50% of the aggregate unpaid principal amount of all outstanding Investor Certificates casting a vote direct that a review be undertaken, then the Trustee shall promptly provide written notice to the Transferor, the Servicer, Capital One, WFB and Holders of Investor Certificates in the same manner as described above. Upon receipt of such notice from form the Trustee, the Servicer will promptly provide written notice to the Asset Representations Reviewer and an Asset Representations Review will commence in accordance with the terms set forth in the Asset Representations Review Agreement. (c) Notwithstanding any provisions of this Article XV to the contrary, and subject to the additional requirements and conditions set forth in this Article XV, for so long as a petition to direct that a vote be taken, a vote itself, or an Asset Representations Review is underway in accordance with subsection 15.02(a), subsection 15.02(b), ) or the terms of the Asset Representations Review Agreement, respectively, Holders of Investor Certificates may not initiate another petition, vote, vote or Asset Representations Review unless and until such prior petition, vote, vote or Asset Representations Review is completed. For purposes of this subsection 15.02(c): (i) a petition will be considered completed only (A) if the petition does not result in a vote, (B) if a vote occurs, such vote does not result in an Asset Representations Review, Review or (C) if an Asset Representations Review occurs, at such time as the Servicer or the Transferor, on behalf of the Trust, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D in accordance with the terms of the Asset Representations Review Agreement; (ii) a vote will be considered completed only (A) if the vote does not result in an Asset Representations Review or (B) if an Asset Representations Review occurs, at such time as the Servicer or the Transferor, on behalf of the Trust, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D in accordance with the terms of the Asset Representations Review Agreement; and (iii) an Asset Representations Review will be considered completed only at such time as the Servicer or the Transferor, on behalf of the Trust, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review in a distribution report on Form 10-D in accordance with the terms of the Asset Representations Review Agreement. (d) If at the completion of an Asset Representations Review undertaken in accordance with the terms set forth in the Asset Representations Review Agreement, the Asset Representations Reviewer’s findings and conclusions indicate that any Receivables reviewed did not comply with the related representations and warranties, the Transferor shall investigate any such findings of non-compliance contained in the report and make a determination regarding whether any such non-compliance constitutes a breach of any contractual provision of this Agreement or the Receivables Purchase Agreement. If the Transferor determines that such a breach has occurred, it will provide notice of such breach to the Servicer and the Trustee.