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

Noteholder Action to Initiate an Asset Representations Review. (i) Within 90 days following the date upon which Transferor discloses, on behalf of Issuer, the occurrence of a Delinquency Trigger on a distribution report on Form 10-D, the Noteholders holding at least 5% of the Outstanding Amount of all Series of Notes Outstanding as of the date of the Form 10-D filing, may submit a written petition to Indenture Trustee directing that a vote be taken on whether to initiate an Asset Representations Review. Such written petition shall specify the related Delinquency Trigger and Form 10-D filing that gave rise to the Noteholders’ direction. For the avoidance of doubt, as 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 Transferor discloses in the related distribution report on Form 10-D that the Delinquency Trigger is continuing. (ii) If the requisite number of Noteholders submit a written petition to Indenture Trustee directing that a vote be taken in accordance with this Section 4.19(d)(i) above, Indenture Trustee shall (A) promptly provide written notice of such direction to all Noteholders of Outstanding Notes at their addresses appearing in the Note Register and (B) conduct a solicitation of votes of all Noteholders of Outstanding Notes to initiate an Asset Representations Review, which solicitation of votes shall remain open for a 90-day period which begins upon the date Indenture Trustee provided notice of the direction to the Noteholders. With respect to Outstanding Notes that are Book-Entry Notes held through DTC, Indenture Trustee shall conduct the vote pursuant to the voting guidelines promulgated by DTC relating to Notes registered in the name of its nominee, as described in clause (iii) of this Section 4.19(d) below. (iii) With respect to Outstanding Notes which are Book-Entry Notes held through DTC, DTC uses a proxy service for voting purposes. Once DTC is notified, it creates an electronic proxy. DTC transfers the right to vote with respect to the related securities via the proxy to the DTC participants that hold positions with respect to the securities in question as of the record date. A DTC participant is responsible for informing the beneficial owner of any action that requires a vote. The beneficial owner instructs the DTC participant via a proxy card or voting instruction form how to vote their interest, and the DTC participant then casts the vote in accordance with the instructions from the beneficial owner. (iv) If a vote in which an Asset Review Quorum participates occurs within the 90-day period pursuant to this Section 4.19(d)(ii) above and the Noteholders holding more than 50% of the Outstanding Amount of all Notes casting a vote direct that an Asset Representations Review be undertaken (the “Review Satisfaction Date”), then Indenture Trustee shall promptly provide a Review Notice to Transferor, Servicer and all Noteholders of Outstanding Notes in the same manner described above. For the purpose of determining whether the requisite percentage of Noteholders have given any direction, notice or consent under this Section 4.19: (A) any Notes which Indenture Trustee knows are owned by Issuer, FNBO, Servicer, Transferor, any other Holder of the Transferor Interest, the Asset Representations Reviewer or any of their respective Affiliates will be disregarded and deemed not to be Outstanding, (B) any Notes so owned that have been pledged in good faith will not be disregarded and may be regarded as Outstanding if the pledgee establishes to Indenture Trustee’s satisfaction the pledgee’s right so to act with respect to such Notes and that the pledgee is the Issuer, FNBO, Servicer, Transferor, any other Holder of the Transferor Interest, the Asset Representations Reviewer or an Affiliate of any of Issuer, FNBO, Servicer, Transferor, any other Holder of the Transferor Interest or the Asset Representations Reviewer; and (C) if any Noteholder who is not a record holder as reflected on the Note Register seeks to give a direction, notice or consent, Indenture Trustee shall require such Noteholder to provide verification documents to confirm that it is a Verified Note Owner. (v) Upon receipt of a Review Notice from Indenture Trustee as specified in this Section 4.19(d)(iv) above, Servicer will promptly provide a copy of the Review Notice to the Asset Representations Reviewer and an Asset Representations Review will commence in accordance with the terms of the Asset Representations Review Agreement. In addition, Transferor will include, in the Issuer’s distribution report on Form 10-D relating to the Monthly Period in which a vote described in this Section 4.19(d)(ii) above has occurred, a description of the events which occurred during such Monthly Period that triggered the Asset Representations Review pursuant to Section 3.11(a)(iv)(A) of the Transfer and Servicing Agreement.

Noteholder Action to Initiate an Asset Representations Review. (ia) Within 90 days following the date upon on which the Transferor disclosesor the Servicer, on behalf of the Issuer, the occurrence of a Delinquency Trigger on discloses in a distribution report on Form 10-DD the occurrence of a Delinquency Trigger pursuant to subsection 6.01(a) of the Transfer Agreement or subsection 8.01(a) of the Servicing Agreement, the Noteholders respectively, Holders of Notes holding at least 5% of the Outstanding Amount aggregate unpaid principal amount of all Series of outstanding Notes Outstanding as of the date of the Form 10-D filing, may submit a written petition to the Issuer and the Indenture Trustee directing that a vote be taken on whether to initiate an Asset Representations Review. Such written petition shall specify the related Delinquency Trigger and Form 10-D filing that gave rise to the Noteholders’ direction. For the avoidance of doubt, as 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 Transferor or the Servicer, on behalf of the Issuer, discloses in the related distribution report on Form 10-D that the Delinquency Trigger is continuing. (iib) If the requisite number of Noteholders submit a written petition to Indenture Trustee directing that a vote be taken in accordance with this Section 4.19(d)(i) abovesubsection 14.06(a), then the Indenture Trustee shall (Ai) promptly provide written notice of such direction to the Issuer, the Transferor, and the Servicer, and to all Noteholders by delivering notice of Outstanding Notes such direction to the Noteholders at their addresses appearing in on the Note Register and (Bii) conduct a solicitation of votes of all the Noteholders of Outstanding Notes to initiate an Asset Representations Reviewa review, which solicitation of votes shall remain open for a 90-day period which begins upon the date Indenture Trustee provided notice occur within 90 days of the direction to delivery of such Noteholder notice by the NoteholdersIndenture Trustee. With respect to Outstanding Notes that are Book-Entry Notes held through DTCIn connection with such vote taken in accordance with subsection 14.06(a), the Note Registrar shall provide such information as the Indenture Trustee shall reasonably request in order to conduct the vote pursuant to the voting guidelines promulgated by DTC relating to Notes registered in the name of its nominee, as described in clause (iii) of this Section 4.19(d) below. (iii) With respect to Outstanding Notes which are Book-Entry Notes held through DTC, DTC uses a proxy service for voting purposes. Once DTC is notified, it creates an electronic proxy. DTC transfers the right to vote with respect to the related securities via the proxy to the DTC participants that hold positions with respect to the securities in question as of the record date. A DTC participant is responsible for informing the beneficial owner of any action that requires a such vote. The beneficial owner instructs the DTC participant via a proxy card or voting instruction form how to vote their interest, and the DTC participant then casts the vote in accordance with the instructions from the beneficial owner. If (ivx) If a vote in which an Asset Review Quorum participates occurs within the such 90-day period pursuant to this Section 4.19(d)(iiand (y) above and the Noteholders holding more than 50% of the Outstanding Amount aggregate unpaid principal amount of all outstanding Notes casting a vote direct that an Asset Representations Review a review be undertaken (the “Review Satisfaction Date”)undertaken, then the Indenture Trustee shall promptly provide a Review Notice written notice to the Issuer, the Transferor, Servicer and all the Servicer, and to the Noteholders of Outstanding Notes in the same manner as described above. For the purpose of determining whether the requisite percentage of Noteholders have given any direction, notice or consent under this Section 4.19: (A) any Notes which Indenture Trustee knows are owned by Issuer, FNBO, Servicer, Transferor, any other Holder of the Transferor Interest, the Asset Representations Reviewer or any of their respective Affiliates will be disregarded and deemed not to be Outstanding, (B) any Notes so owned that have been pledged in good faith will not be disregarded and may be regarded as Outstanding if the pledgee establishes to Indenture Trustee’s satisfaction the pledgee’s right so to act with respect to such Notes and that the pledgee is the Issuer, FNBO, Servicer, Transferor, any other Holder of the Transferor Interest, the Asset Representations Reviewer or an Affiliate of any of Issuer, FNBO, Servicer, Transferor, any other Holder of the Transferor Interest or the Asset Representations Reviewer; and (C) if any Noteholder who is not a record holder as reflected on the Note Register seeks to give a direction, notice or consent, Indenture Trustee shall require such Noteholder to provide verification documents to confirm that it is a Verified Note Owner. (vc) Upon receipt Notwithstanding any provisions of a Review Notice from Indenture Trustee as specified this Article XIV to the contrary, and subject to the additional requirements and conditions set forth in this Section 4.19(d)(iv) aboveArticle XIV, Servicer will promptly provide for so long as a copy of the Review Notice petition to the Asset Representations Reviewer and direct that a vote be taken, a vote itself, or an Asset Representations Review will commence is underway in accordance with subsection 14.06(a), subsection 14.06(b), or the terms of the Asset Representations Review Agreement, respectively, the Noteholders may not initiate another petition, vote, or Asset Representations Review unless and until such prior petition, vote, or Asset Representations Review is completed. In additionFor purposes of this subsection 14.06(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 Transferor will includeor the Servicer, in on behalf of the Issuer, 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 which D; (ii) a vote described will be considered completed only (A) if the vote does not result in this Section 4.19(d)(iian Asset Representations Review or (B) above has occurredif an Asset Representations Review occurs, a description at such time as the Transferor or the Servicer, on behalf of the events which occurred during such Monthly Period that triggered Issuer, includes a summary of the Asset Representations Reviewer’s final report setting out the findings of its Asset Representations Review pursuant to Section 3.11(a)(iv)(Ain a distribution report on Form 10-D; and (iii) an Asset Representations Review will be considered completed only at such time as the Transferor or the Servicer, on behalf of the Transfer and Servicing Agreement.Issuer, 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.