Common use of Noteholder Demand for Asset Representations Review Clause in Contracts

Noteholder Demand for Asset Representations Review. (a) If the Delinquency Percentage for any Distribution Date exceeds the Delinquency Trigger, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Representations Review under the Asset Representations Review Agreement. If Noteholders and Note Owners that collectively hold Notes evidencing at least 5% of the aggregate Outstanding Amount of the Notes (other than the Class N Notes) as of the date of filing the Form 10-D that disclosed that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger demand a vote within 90 calendar days of the filing of such Form 10-D, the Indenture Trustee will promptly request a vote of the Noteholders and Note Owners as described in Section 12.2(b) below; provided, that for the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor or any of its Affiliates shall not be included in such calculation. (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with the Indenture Trustee’s standard vote solicitation process and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note Owners. The Indenture Trustee shall provide to the Depositor, to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included in the Form 10-D filed by the Issuing Entity with the Commission. Such Form 10-D will also include a statement that sufficient Noteholders are requesting a full Noteholder vote to commence an Asset Representations Review and will describe the applicable voting deadline. Each Noteholder that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations Review. The vote will remain open until the 150th day after the filing of the Form 10-D reporting that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger. (c) In the event that a Verified Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders holding at least 5.0% of the aggregate Outstanding Amount of the Notes (other than the Class N Notes) participate in such vote, and Noteholders representing a majority of the Outstanding Amount of such Notes vote for an Asset Representations Review, the Indenture Trustee will promptly send an Asset Representations Review Notice to the Asset Representations Reviewer, the Issuing Entity and the Servicer at the address specified in Part III of Appendix A to the Receivables Purchase Agreement notifying the Asset Representations Reviewer that the Noteholders have requested the Asset Representations Review. (e) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations Review is commenced pursuant to this Section 12.2 and shall provide the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset Representations Reviewer in connection with the Asset Representations Review. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source. (f) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds the Delinquency Trigger or (ii) determine which assets are subject to an Asset Representations Review by the Asset Representations Reviewer.

Noteholder Demand for Asset Representations Review. (a) If the a Delinquency Percentage for any Distribution Date exceeds the Delinquency TriggerTrigger occurs, as reported on a Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Beneficial Owner (if the Notes are represented by Book-Entry Notes), may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Beneficial Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Representations a Review of the Review Contracts under the Asset Representations Review Agreement. In the case of a Beneficial Owner of a Book-Entry Note, each demand must be accompanied by a certification from that Person that it is a Beneficial Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders and Note Beneficial Owners that collectively hold Notes evidencing of at least 5% of the aggregate Outstanding Amount principal amount of the Notes (other than the Class N Notesexcluding Harley-Davidson Credit or any Affiliate of Harley-Davidson Credit that is also a Noteholder) as demand a vote within ninety (90) days of the date filing of filing the Form 10-D that disclosed that reporting the occurrence of the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger demand a vote within 90 calendar days of the filing of such Form 10-DTrigger, the Indenture Trustee will promptly request a vote of the Noteholders and Note Owners as described in Section 12.2(b) below; provided, that for the purpose of determining the holders of the Notes Outstandingmost recent Record Date through the Clearing Agency process, any Notes held which shall be conducted with a tabulation agent appointed by the Sponsor or any of its Affiliates shall not be included in such calculation. (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a), the Indenture Trustee shall conduct a vote of all Noteholders Issuer and in accordance with the Indenture Trustee’s standard internal vote solicitation process and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note Owners. The Indenture Trustee shall provide to at the Depositor, to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included in the Form 10-D filed by the Issuing Entity with the Commission. Such Form 10-D will also include a statement that sufficient Noteholders are requesting a full Noteholder vote to commence an Asset Representations Review and will describe the applicable voting deadline. Each Noteholder that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations Reviewtime. The vote will remain open until the 150th day after the filing of the such Form 10-D reporting that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger. (c) In the event that D. Assuming a Verified Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy voting quorum of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders holding at least 5.05% of the aggregate Outstanding Amount principal amount of the Notes (other than is reached, if the Class N Notes) participate in such vote, and Noteholders representing of a majority of the Outstanding Amount aggregate principal balance of such the Notes vote for an Asset Representations to direct a Review, the Indenture Trustee will promptly send an Asset Representations a Review Notice to the Asset Representations Reviewer, the Issuing Entity Reviewer and the Servicer at under the address specified in Part III of Appendix A to the Receivables Purchase Asset Representations Review Agreement notifying requesting the Asset Representations Reviewer that to conduct the Noteholders have requested the Asset Representations Review. (e) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations Review is commenced pursuant to this Section 12.2 and shall provide the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset Representations Reviewer in connection with the Asset Representations Review. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source. (f) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds the Delinquency Trigger or (ii) determine which assets are subject to an Asset Representations Review by the Asset Representations Reviewer.

Noteholder Demand for Asset Representations Review. (a) If the a Delinquency Percentage for any Distribution Date exceeds the Delinquency TriggerTrigger occurs, a Noteholder (if the Notes are represented by Definitive Notes) or ), a Verified Note Owner (if the Notes are represented by Book-Entry Notes), a Certificateholder (if the Certificates are represented by Definitive Certificates) or a Certificate Owner (if the Certificates are represented by Book-Entry Certificates) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Representations a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner or Certificate Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner or Certificate Owner, together with at least one form of documentation evidencing its ownership of a Note or Certificate, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If Noteholders and Note Owners that collectively hold Notes evidencing of at least 5% of the aggregate Outstanding Amount Note Balance of the Notes (other than the Class N Notes) as of the date related Record Date or Certificateholders and Certificate Owners of at least 40% of the aggregate Percentage Interests of the Certificates as of the related Record Date demand a vote within 90 days of the filing of the Form 10-D that disclosed that reporting the occurrence of the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger demand a vote within 90 calendar days of the filing of such Form 10-DTrigger, (i) the Indenture Trustee will promptly request a vote of the Noteholders and Note Owners as described in Section 12.2(b) below; provided, that for the purpose of determining the holders of the Notes Outstanding, any Notes held by related Record Date through the Sponsor or any of its Affiliates shall not be included in such calculation. (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with Clearing Agency using the Indenture Trustee’s standard vote solicitation process and shall cause procedures for conducting a vote for Noteholders or, with respect to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note Owners. The Indenture Trustee shall provide to Book-Entry Notes, as directed by the Depositor, to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included in or the applicable Clearing Agency procedures for such votes and (ii) and the Issuer’s Form 10-D filed by filing for the Issuing Entity with Collection Period in which the Commission. Such Form 10-D demand requirement was met will also include a statement that sufficient requesting Noteholders or Note Owners, or Certificateholders or Certificate Owners, as applicable, are requesting a full Noteholder or Note Owner vote to commence an Asset Representations Review and will describe the applicable voting deadline. Each Noteholder that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations a Review. The vote will remain open until the 150th day after the filing of the Form 10-D. The Form 10-D reporting that filing also will specify the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger. (c) In the event that applicable voting procedures. Assuming a Verified Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy voting quorum of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders holding at least 5.05% of the aggregate Outstanding Amount Note Balance of the Outstanding Notes (other than is reached, if the Class N Notes) participate in such vote, and Noteholders representing of a majority of the Note Balance of Outstanding Amount of such Notes vote for an Asset Representations voted agree to a Review, the Indenture Trustee will promptly send an Asset Representations a Review Notice to the Asset Representations Reviewer, the Issuing Entity Reviewer and the Servicer at under the address specified in Part III of Appendix A to the Receivables Purchase Asset Representations Review Agreement notifying informing the Asset Representations Reviewer that to conduct the Noteholders have requested Review. Any fees and expenses incurred by the Asset Representations Review. (e) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations Review is commenced pursuant to this Section 12.2 and shall provide the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset Representations Reviewer in connection with the Asset Representations Reviewbe subject to reimbursement pursuant to Section 6.07. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source. (f) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) determine whether, or give notice to Noteholders or Certificateholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds the a Delinquency Trigger has occurred or (ii) determine which assets are subject to a Review by an Asset Representations Review Reviewer. 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 dispute resolution, unless it is directed to do so by the Noteholders representing not less than 51% of the Note Balance of the Controlling Class 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 Repurchase Request, the Noteholders representing not less than 51% of the Note Balance of the Controlling Class may independently pursue dispute resolution in respect of such Repurchase Request in accordance with Section 3.04 of the Sale and Servicing Agreement. 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 ReviewerReviewer to conduct a Review of the Review Receivables 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.

Noteholder Demand for Asset Representations Review. (a) If the Delinquency Percentage for any Distribution Payment Date exceeds the Delinquency Trigger, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), ) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Representations a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand and vote must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, which may include a trade confirmation, account statement, letter from a broker or dealer or similar document, upon which the Indenture Trustee may conclusively rely. If Noteholders and Note Owners that collectively hold Notes evidencing at least 5% of the aggregate Outstanding Amount of the Notes (other than the Class N Notes) as of the date of filing the Form 10-D that disclosed that the Delinquency Percentage for the related Distribution Payment Date exceeds the Delinquency Trigger demand a vote within 90 calendar days of the filing of such Form 10-D, the Indenture Trustee will promptly request a vote of the Noteholders and Note Owners as described in Section 12.2(b7.05(b) below; provided, that for the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor World Omni or any of its Affiliates shall not be included in such calculation. (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a7.05(a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with the Indenture Trustee’s standard vote solicitation process (if the Notes are represented by Definitive Notes) and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note OwnersOwners (if the Notes are represented by Book-Entry Notes). The Indenture Trustee shall provide to the DepositorServicer, to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included in the Form 10-D filed by the Issuing Entity with the Commission. Such Form 10-D will also include a statement that sufficient Noteholders and Note Owners are requesting a full Noteholder vote to commence an Asset Representations a Review and will describe the applicable voting deadline. Each Noteholder and Note Owner that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations a Review. The vote will remain open until the 150th day after the filing of the Form 10-D reporting that the Delinquency Percentage for the related Distribution Payment Date exceeds the Delinquency Trigger. (c) In the event that a Verified Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders holding at least 5.0% of the aggregate Outstanding Amount of the Notes (other than the Class N Notes) participate in such vote, and Noteholders representing a majority of the Outstanding Amount of such Notes vote for an Asset Representations Review, the Indenture Trustee will promptly send an Asset Representations Review Notice to the Asset Representations Reviewer, the Issuing Entity and the Servicer at the address specified in Part III of Appendix A to the Receivables Purchase Agreement notifying the Asset Representations Reviewer that the Noteholders have requested the Asset Representations Review. (e) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations Review is commenced pursuant to this Section 12.2 and shall provide the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset Representations Reviewer in connection with the Asset Representations Review. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source. (f) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds the Delinquency Trigger or (ii) determine which assets are subject to an Asset Representations Review by the Asset Representations Reviewer.

Noteholder Demand for Asset Representations Review. (a) If the Delinquency Percentage for any Distribution Payment Date exceeds the Delinquency Trigger, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), ) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Representations a Review of the Review Transaction Leases under the Asset Representations Review Agreement. In the case of a Note Owner, each demand and vote must be accompanied by a written certification stating that the Person is a beneficial owner of a Note, together with at least one form of documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a Note, upon which the Indenture Trustee may conclusively rely. If Noteholders and Note Owners that collectively hold Notes evidencing at least 5% of the aggregate Outstanding Amount of the Notes (other than the Class N Notes) as demand a vote within 90 days of the date filing of filing the Form 10-D that disclosed reporting that the Delinquency Percentage for the related Distribution Payment Date exceeds the Delinquency Trigger demand a vote within 90 calendar days of the filing of such Form 10-DTrigger, the Indenture Trustee will promptly request a vote of the Noteholders and Note Owners as described in Section 12.2(b) belowthrough the Clearing Agency; provided, that for the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor World Omni or any of its Affiliates shall not be included in such calculation. (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a7.5(a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with the Indenture Trustee’s standard vote solicitation process procedures (if the Notes are represented by Definitive Notes) and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note OwnersOwners (if the Notes are represented by Book-Entry Notes). The Indenture Trustee shall provide to the Depositor, to the extent available from the Depository Trust Company, if applicable, Servicer the voting instructions and procedures applicable to the Noteholders and Note Owners to be included in the Form 10-D filed by the Issuing Entity with the Commission. Such Form 10-D will also include a statement that sufficient Noteholders are requesting a full Noteholder vote to commence an Asset Representations a Review and will describe the applicable voting deadline. Each Note Owner or Noteholder that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations a Review. The vote will remain open until the 150th day after the filing of the Form 10-D reporting that the Delinquency Percentage for the related Distribution Payment Date exceeds the Delinquency Trigger. (c) In the event that Assuming a Verified Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy voting quorum of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders holding at least 5.05% of the aggregate Outstanding Amount of the Notes (other than is reached, if the Class N Notes) participate in such vote, and Noteholders representing of a majority of the Outstanding Amount of such Notes vote for an Asset Representations voted agree to a Review, the Indenture Trustee will promptly send an Asset Representations a Review Notice to the Asset Representations Reviewer, the Issuing Entity and the Servicer at the address specified in Part III of Appendix A to the Receivables Purchase Agreement notifying directing the Asset Representations Reviewer that to conduct the Noteholders have requested the Asset Representations Review. (ed) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations a Review is commenced pursuant to this Section 12.2 7.5 and shall provide the Asset Representations Reviewer with any documents or other information in its possession and reasonably requested by the Asset Representations Reviewer in connection with the Asset Representations Review. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source; provided, however, that the Indenture Trustee shall promptly forward any requests for information not available to it to the Servicer, the Initial Beneficiary and the Depositor. (fe) For the avoidance of doubt, the The Indenture Trustee shall not be required to (i) give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Payment Date exceeds the Delinquency Trigger or (ii) determine which assets are subject to an Asset Representations Review by the Asset Representations Reviewer.

Noteholder Demand for Asset Representations Review. (a) If the a Delinquency Percentage for any Distribution Date exceeds the Delinquency TriggerTrigger occurs, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), ) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about on whether to direct the Asset Representations Reviewer to conduct an Asset Representations a Review under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Indenture Trustee receives within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger a written demand from the Noteholders and Note Owners that collectively hold Notes evidencing of at least 5% of the aggregate Outstanding Amount Note Balance of the Notes (other than the Class N Notes) as of the date last day of filing the Form 10-D that disclosed that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger demand Collection Period) to initiate a vote within 90 calendar days of (which shall be conducted in accordance with its standard internal vote solicitation process at the filing of such Form 10-Dtime) with respect to the Review, then (a) the Indenture Trustee will promptly notify the Servicer and the Administrator thereof and request a such vote of the Noteholders and Note Owners as described in Section 12.2(b) below; provided, that for through the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor or any of its Affiliates shall not be included in such calculation. applicable Clearing Agency and (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with the Indenture Trustee’s standard vote solicitation process and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note Owners. The Indenture Trustee shall provide to the Depositor, to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included Servicer will include in the Form 10-D filed by report for the Issuing Entity with the Commission. Such Form 10-D will also include Collection Period in which such demand was received (i) a statement that Holders of a sufficient Noteholders percentage of the aggregate Note Balance of the Notes are requesting a full Noteholder vote on whether to commence an direct the Asset Representations Reviewer to conduct a Review and will describe (ii) a description of the applicable voting procedures, including the applicable voting deadline. Each Noteholder that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations Review. The vote will remain open until the 150th day after the filing of the that Form 10-D reporting that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger. (c) In the event that D. Assuming a Verified voting quorum of Noteholders and Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders Owners holding at least 5.05% of the aggregate Outstanding Amount Note Balance of the Notes (other than as of the Class N Noteslast day of the related Collection Period) participate in such voteis reached, if the Noteholders and Noteholders representing Note Owners of a majority of the Outstanding Amount Note Balance of such Notes vote for an Asset Representations voted agree to a Review, the Indenture Trustee will promptly send an Asset Representations a Review Notice to the Asset Representations Reviewer, the Issuing Entity Reviewer and the Servicer at the address specified in Part III of Appendix A to the Receivables Purchase Agreement notifying informing the Asset Representations Reviewer that to commence the Noteholders have requested Review under the Asset Representations Review. (e) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations Review Agreement and stating that such Review Notice is commenced being delivered pursuant to this Section 12.2 and shall provide Section 3.01 of the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset Representations Reviewer in connection with the Asset Representations ReviewReview Agreement. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source. (f) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) determine whether, or give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds the a Delinquency Trigger has occurred or (ii) determine which assets are subject to Review by an Asset Representations Review by Reviewer. 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 ReviewerReviewer to conduct a Review of the Review Assets 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.

Noteholder Demand for Asset Representations Review. (a) If the Delinquency Percentage for any Distribution Date exceeds the Delinquency Trigger, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Representations Review under the Asset Representations Review Agreement. If Noteholders and Note Owners that collectively hold Notes evidencing at least 5% of the aggregate Outstanding Amount of the Notes (other than the Class E Notes and the Class N Notes) as of the date of filing the Form 10-D that disclosed that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger demand a vote within 90 calendar days of the filing of such Form 10-D, the Indenture Trustee will promptly request a vote of the Noteholders and Note Owners as described in Section 12.2(b) below; provided, that for the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor or any of its Affiliates shall not be included in such calculation. (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with the Indenture Trustee’s standard vote solicitation process and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note Owners. The Indenture Trustee shall provide to the Depositor, to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included in the Form 10-D filed by the Issuing Entity with the Commission. Such Form 10-D will also include a statement that sufficient Noteholders are requesting a full Noteholder vote to commence an Asset Representations Review and will describe the applicable voting deadline. Each Noteholder that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations Review. The vote will remain open until the 150th day after the filing of the Form 10-D reporting that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger. (c) In the event that a Verified Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders holding at least 5.0% of the aggregate Outstanding Amount of the Notes (other than the Class E Notes and the Class N Notes) participate in such vote, and Noteholders representing a majority of the Outstanding Amount of such Notes vote for an Asset Representations Review, the Indenture Trustee will promptly send an Asset Representations Review Notice to the Asset Representations Reviewer, the Issuing Entity and the Servicer at the address specified in Part III of Appendix A to the Receivables Purchase Agreement notifying the Asset Representations Reviewer that the Noteholders have requested the Asset Representations Review. (e) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations Review is commenced pursuant to this Section 12.2 and shall provide the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset Representations Reviewer in connection with the Asset Representations Review. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source. (f) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds the Delinquency Trigger or (ii) determine which assets are subject to an Asset Representations Review by the Asset Representations Reviewer.

Noteholder Demand for Asset Representations Review. (a) If the Delinquency Percentage for any Distribution Payment Date exceeds the Delinquency Trigger, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), ) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Representations a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand and vote must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, which may include a trade confirmation, account statement, letter from a broker or dealer or similar document, upon which the Indenture Trustee may conclusively rely. If Noteholders and Note Owners that collectively hold Notes evidencing at least 5% of the aggregate Outstanding Amount of the Notes (other than the Class N Notes) as demand a vote within 90 days of the date filing of filing the Form 10-D that disclosed reporting that the Delinquency Percentage for the related Distribution Payment Date exceeds the Delinquency Trigger demand a vote within 90 calendar days of the filing of such Form 10-DTrigger, the Indenture Trustee will promptly request a vote of the Noteholders and Note Owners as described in Section 12.2(b7.05(b) below; provided, that for the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor World Omni or any of its Affiliates shall not be included in such calculation. (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a7.05(a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with (if the Indenture Trustee’s standard vote solicitation process Notes are represented by Definitive Notes) and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note Owners. (if the Notes are represented by Book-Entry Notes). The Indenture Trustee shall provide to the DepositorServicer, to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included in the Form 10-D filed by the Issuing Entity with the Commission. Such Form 10-D will also include a statement that sufficient Noteholders and Note Owners are requesting a full Noteholder vote to commence an Asset Representations a Review and will describe the applicable voting deadline. Each Noteholder and Note Owner that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations a Review. The vote will remain open until the 150th day after the filing of the Form 10-D reporting that the Delinquency Percentage for the related Distribution Payment Date exceeds the Delinquency Trigger. (c) In the event that a Verified Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders holding at least 5.05% of the aggregate Outstanding Amount of the Notes (other than the Class N Notes) participate in such vote, and Noteholders representing a majority of the Outstanding Amount of such Notes vote for an Asset Representations a Review, the Indenture Trustee will promptly send an Asset Representations a Review Notice to the Asset Representations Reviewer, the Issuing Entity and the Servicer at the address specified in Part III of Appendix A to the Receivables Purchase Agreement notifying directing the Asset Representations Reviewer that to conduct the Noteholders have requested the Asset Representations Review. (ed) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations a Review is commenced pursuant to this Section 12.2 7.05 and shall provide the Asset Representations Reviewer with any documents or other information in its possession reasonably accessible to the Indenture Trustee and requested by the Asset Representations Reviewer in connection with the Asset Representations Review. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source. (f) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds the Delinquency Trigger or (ii) determine which assets are subject to an Asset Representations Review by the Asset Representations Reviewer.

Noteholder Demand for Asset Representations Review. (a) If the a Delinquency Percentage for any Distribution Date exceeds the Delinquency TriggerTrigger occurs, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), ) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about on whether to direct the Asset Representations Reviewer to conduct an Asset Representations a Review under the Asset Representations Review Agreement. If Noteholders and In the case of a Note Owners Owner, each demand must be accompanied by a certification from that collectively hold Notes evidencing Person that it is a Note Owner, together with at least 5% one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Indenture Trustee receives within 90 days of the aggregate Outstanding Amount filing of the Notes (other than the Class N Notes) as of the date of filing the Form 10-D that disclosed that reporting the Delinquency Percentage for the related Distribution Date exceeds occurrence of the Delinquency Trigger a written demand from the Noteholders and Note Owners of at least 5.0% of the aggregate Note Balance of the Outstanding Notes (as of the last day of the related Collection Period) to initiate a vote within 90 calendar days of (which shall be conducted in accordance with its standard internal vote solicitation process at the filing of such Form 10-Dtime) with respect to the Review, then (a) the Indenture Trustee will promptly notify the Servicer and the Administrator thereof and request a such vote of the Noteholders and Note Owners as described in Section 12.2(b) below; provided, that for the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor or any of its Affiliates shall not be included in such calculation. through an applicable Clearing Agency and (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with the Indenture Trustee’s standard vote solicitation process and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note Owners. The Indenture Trustee shall provide to the Depositor, to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included Servicer will include in the Form 10-D filed by report for the Issuing Entity with the Commission. Such Form 10-D will also include Collection Period in which such demand was received (i) a statement that Noteholders and Note Owners of a sufficient Noteholders percentage of the aggregate Note Balance of the Notes are requesting a full Noteholder vote on whether to commence an direct the Asset Representations Reviewer to conduct a Review and will describe (ii) a description of the applicable voting procedures, including the applicable voting deadline. Each Noteholder that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations Review. The vote will remain open until the 150th day after the filing of the that Form 10-D reporting that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger. (c) In the event that D. Assuming a Verified voting quorum of Noteholders and Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders Owners holding at least 5.0% of the aggregate Outstanding Amount Note Balance of the Outstanding Notes (other than as of the Class N Noteslast day of the related Collection Period) participate in such voteis reached, if the Noteholders and Noteholders representing Note Owners of a majority of the Note Balance of Outstanding Amount of such Notes vote for an Asset Representations voted to agree to a Review, the Indenture Trustee will promptly send an Asset Representations a Review Notice to the Asset Representations Reviewer, the Issuing Entity Reviewer and the Servicer at the address specified in Part III of Appendix A to the Receivables Purchase Agreement notifying informing the Asset Representations Reviewer that to commence the Noteholders have requested Review under the Asset Representations Review. (e) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations Review Agreement and stating that such Review Notice is commenced being delivered pursuant to this Section 12.2 and shall provide Section 3.01 of the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset Representations Reviewer in connection with the Asset Representations ReviewReview Agreement. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source. (f) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) determine whether, or give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds the a Delinquency Trigger has occurred or (ii) determine which assets are subject to Review by an Asset Representations Review by Reviewer. 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 ReviewerReviewer to conduct a Review of the Review Assets 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.

Noteholder Demand for Asset Representations Review. (a) If the a Delinquency Percentage for any Distribution Date exceeds the Delinquency TriggerTrigger occurs, as reported on a Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Representations a Review of the Review Contracts under the Asset Representations Review Agreement. In the case of a Holder of a Book-Entry Note, each demand must be accompanied by a certification from that Person that it is a Noteholder, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders and Note Owners that collectively hold Notes evidencing of at least 5% of the aggregate Outstanding Amount principal amount of the Notes (other than the Class N Notesexcluding Harley-Davidson Credit or any Affiliate of Harley-Davidson Credit that is also a Noteholder) as demand a vote within 90 days of the date filing of filing the Form 10-D that disclosed that reporting the occurrence of the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger demand a vote within 90 calendar days of the filing of such Form 10-DTrigger, the Indenture Trustee will promptly request a vote of the Noteholders and Note Owners as described in Section 12.2(b) below; provided, that for the purpose of determining the holders of the Notes Outstandingmost recent Record Date through the Clearing Agency process, any Notes held by the Sponsor or any of its Affiliates which shall not be included in such calculation. (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with the Indenture Trustee’s standard vote solicitation process and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note Owners. The Indenture Trustee shall provide to the Depositor, to standard internal vote solicitation process at the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included in the Form 10-D filed by the Issuing Entity with the Commission. Such Form 10-D will also include a statement that sufficient Noteholders are requesting a full Noteholder vote to commence an Asset Representations Review and will describe the applicable voting deadline. Each Noteholder that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations Reviewtime. The vote will remain open until the 150th day after the filing of the such Form 10-D reporting that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger. (c) In the event that D. Assuming a Verified Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy voting quorum of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders holding at least 5.05% of the aggregate Outstanding Amount principal amount of the Notes (other than is reached, if the Class N Notes) participate in such vote, and Noteholders representing of a majority of the Outstanding Amount aggregate principal balance of such the Notes vote for an Asset Representations to direct a Review, the Indenture Trustee will promptly send an Asset Representations a Review Notice to the Asset Representations Reviewer, the Issuing Entity Reviewer and the Servicer at under the address specified in Part III of Appendix A to the Receivables Purchase Asset Representations Review Agreement notifying requesting the Asset Representations Reviewer that to conduct the Noteholders have requested the Asset Representations Review. (e) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations Review is commenced pursuant to this Section 12.2 and shall provide the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset Representations Reviewer in connection with the Asset Representations Review. The Indenture Trustee In no event shall have no obligation to obtain missing information from any other party or source. (f) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) determine whether, or give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds the a Delinquency Trigger has occurred or (ii) determine which assets are subject to Review by an Asset Representations Review Reviewer. 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 dispute resolution, unless it is directed to do so by the Asset Representations ReviewerNoteholders of a majority of the aggregate principal balance of the Notes of the Controlling Class and such Noteholders of a majority of the aggregate principal balance of the Notes of the Controlling Class 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.

Noteholder Demand for Asset Representations Review. (a) If the Delinquency Percentage for any Distribution Date exceeds the Delinquency Trigger, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Representations Review under the Asset Representations Review Agreement. If Noteholders and Note Owners that collectively hold Notes evidencing at least 5% of the aggregate Outstanding Amount of the Notes (other than the Class N E Notes) as of the date of filing the Form 10-D that disclosed that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger demand a vote within 90 calendar days of the filing of such Form 10-D, the Indenture Trustee will promptly request a vote of the Noteholders and Note Owners as described in Section 12.2(b) below; provided, that for the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor or any of its Affiliates shall not be included in such calculation. (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with the Indenture Trustee’s standard vote solicitation process and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note Owners. The Indenture Trustee shall provide to the Depositor, to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included in the Form 10-D filed by the Issuing Entity with the Commission. Such Form 10-D will also include a statement that sufficient Noteholders are requesting a full Noteholder vote to commence an Asset Representations Review and will describe the applicable voting deadline. Each Noteholder that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations Review. The vote will remain open until the 150th day after the filing of the Form 10-D reporting that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger. (c) In the event that a Verified Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders holding at least 5.0% of the aggregate Outstanding Amount of the Notes (other than the Class N E Notes) participate in such vote, and Noteholders representing a majority of the Outstanding Amount of such Notes vote for an Asset Representations Review, the Indenture Trustee will promptly send an Asset Representations Review Notice to the Asset Representations Reviewer, the Issuing Entity and the Servicer at the address specified in Part III of Appendix A to the Receivables Purchase Agreement notifying the Asset Representations Reviewer that the Noteholders have requested the Asset Representations Review. (e) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations Review is commenced pursuant to this Section 12.2 and shall provide the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset Representations Reviewer in connection with the Asset Representations Review. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source. (f) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds the Delinquency Trigger or (ii) determine which assets are subject to an Asset Representations Review by the Asset Representations Reviewer.

Noteholder Demand for Asset Representations Review. (a) If the Delinquency Percentage for any Distribution Payment Date exceeds the Delinquency Trigger, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), ) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Representations a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand and vote must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, which may include a trade confirmation, account statement, letter from a broker or dealer or similar document, upon which the Indenture Trustee may conclusively rely. If Noteholders and Note Owners that collectively hold Notes evidencing at least 5% of the aggregate Outstanding Amount of the Notes (other than the Class N Notes) as of the date of filing the Form 10-D that disclosed that the Delinquency Percentage for the related Distribution Payment Date exceeds the Delinquency Trigger demand a vote within 90 calendar days of the filing of such Form 10-D, the Indenture Trustee will promptly request a vote of the Noteholders and Note Owners as described in Section 12.2(b7.05(b) below; provided, that for the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor World Omni or any of its Affiliates shall not be included in such calculation. (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a7.05(a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with the Indenture Trustee’s standard vote solicitation process (if the Notes are represented by Definitive Notes) and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note OwnersOwners (if the Notes are represented by Book-Entry Notes). The Indenture Trustee shall provide to the DepositorServicer, to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included in the Form 10-D filed by the Issuing Entity with the Commission. Such Form 10-D will also include a statement that sufficient Noteholders and Note Owners are requesting a full Noteholder vote to commence an Asset Representations a Review and will describe the applicable voting deadline. Each Noteholder and Note Owner that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations a Review. The vote will remain open until the 150th day after the filing of the Form 10-D reporting that the Delinquency Percentage for the related Distribution Payment Date exceeds the Delinquency Trigger. (c) In the event that a Verified Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders holding at least 5.05% of the aggregate Outstanding Amount of the Notes (other than the Class N Notes) participate in such vote, and Noteholders representing a majority of the Outstanding Amount of such Notes vote for an Asset Representations a Review, the Indenture Trustee will promptly send an Asset Representations a Review Notice to the Asset Representations Reviewer, the Issuing Entity and the Servicer at the address specified in Part III of Appendix A to the Receivables Purchase Agreement notifying the Asset Representations Reviewer that the Noteholders have requested the Asset Representations Review. (ed) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations a Review is commenced pursuant to this Section 12.2 7.05 and shall provide the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset Representations Reviewer in connection with the Asset Representations Review. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source. (f) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds the Delinquency Trigger or (ii) determine which assets are subject to an Asset Representations Review by the Asset Representations Reviewer.

Noteholder Demand for Asset Representations Review. (a) If the Delinquency Percentage for any Distribution Payment Date exceeds the Delinquency Trigger, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), ) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Representations a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand and vote must be accompanied by a written certification stating that the Person is a beneficial owner of a Note, together with at least one form of documentation such as a trade confirmation, account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a Note, upon which the Indenture Trustee may conclusively rely. If Noteholders and Note Owners that collectively hold Notes evidencing at least 5% of the aggregate Outstanding Amount of the Notes (other than the Class N Notes) as of the date of filing the Form 10-D that disclosed that the Delinquency Percentage for the related Distribution Payment Date exceeds the Delinquency Trigger demand a vote within 90 calendar days of the filing of such Form 10-D, the Indenture Trustee will promptly request a vote of the Noteholders and Note Owners as described in Section 12.2(b7.05(b) below; provided, that for the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor World Omni or any of its Affiliates shall not be included in such calculation. (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a7.05(a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with the Indenture Trustee’s standard vote solicitation process (if the Notes are represented by Definitive Notes) and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note OwnersOwners (if the Notes are represented by Book-Entry Notes). The Indenture Trustee shall provide to the DepositorServicer, to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included in the Form 10-D filed by the Issuing Entity with the Commission. Such Form 10-D will also include a statement that sufficient Noteholders and Note Owners are requesting a full Noteholder vote to commence an Asset Representations a Review and will describe the applicable voting deadline. Each Noteholder and Note Owner that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations a Review. The vote will remain open until the 150th day after the filing of the Form 10-D reporting that the Delinquency Percentage for the related Distribution Payment Date exceeds the Delinquency Trigger. (c) In the event that a Verified Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders holding at least 5.05% of the aggregate Outstanding Amount of the Notes (other than the Class N Notes) participate in such vote, and Noteholders representing a majority of the Outstanding Amount of such Notes vote for an Asset Representations a Review, the Indenture Trustee will promptly send an Asset Representations a Review Notice to the Asset Representations Reviewer, the Issuing Entity and the Servicer at the address specified in Part III of Appendix A to the Receivables Purchase Agreement notifying the Asset Representations Reviewer that the Noteholders have requested the Asset Representations Review. (ed) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations a Review is commenced pursuant to this Section 12.2 7.05 and shall provide the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset Representations Reviewer in connection with the Asset Representations Review. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source. (f) For the avoidance of doubt; provided, however, that the Indenture Trustee shall promptly forward any requests for information not be required available to (i) give notice it to Noteholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds Servicer and the Delinquency Trigger or (ii) determine which assets are subject to an Asset Representations Review by the Asset Representations ReviewerDepositor.

Noteholder Demand for Asset Representations Review. (a) If the a Delinquency Percentage for any Distribution Date exceeds the Delinquency TriggerTrigger occurs, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), ) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about on whether to direct the Asset Representations Reviewer to conduct an Asset Representations a Review under the Asset Representations Review Agreement. If Noteholders and In the case of a Note Owners Owner, each demand must be accompanied by a certification from that collectively hold Notes evidencing Person that it is a Note Owner, together with at least 5% one form of the aggregate Outstanding Amount documentation evidencing its ownership of the Notes (other than the Class N Notes) as of the date of filing the Form 10-D that disclosed that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger demand a vote within 90 calendar days of the filing of such Form 10-DNote, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Indenture Trustee will promptly request a vote receives within [90] days of the Noteholders and Note Owners as described in Section 12.2(b) below; provided, that for the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor or any of its Affiliates shall not be included in such calculation. (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with the Indenture Trustee’s standard vote solicitation process and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note Owners. The Indenture Trustee shall provide to the Depositor, to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included in the Form 10-D filed by the Issuing Entity with the Commission. Such Form 10-D will also include a statement that sufficient Noteholders are requesting a full Noteholder vote to commence an Asset Representations Review and will describe the applicable voting deadline. Each Noteholder that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations Review. The vote will remain open until the 150th day after the filing of the Form 10-D reporting that the occurrence of the Delinquency Percentage for Trigger a written demand from the related Distribution Date exceeds the Delinquency Trigger. (c) In the event that a Verified Noteholders and Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy Owners of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders holding at least 5.05% of the aggregate Note Balance of the Outstanding Amount Notes (as of the last day of the related Collection Period) to initiate a vote (which shall be conducted in accordance with its standard internal vote solicitation process at the time) with respect to the Review, then (a) the Indenture Trustee will promptly notify the Servicer and the Administrator thereof and request such vote of the Noteholders and Note Owners through the applicable Clearing Agency and (b) the Servicer will include in the Form 10-D report for the Collection Period in which such demand was received (i) a statement that Holders of a sufficient percentage of the aggregate Note Balance of the Notes are requesting a full Noteholder vote on whether to direct the Asset Representations Reviewer to conduct a Review and (other than ii) a description of the Class N Notesapplicable voting procedures, including the applicable voting deadline. The vote will remain open until the [150th day] after the filing of that Form 10-D. Assuming a voting quorum of Noteholders and Note Owners holding at least 5% of the aggregate Note Balance of the Outstanding Notes (as of the last day of the related Collection Period) participate in such voteis reached, if the Noteholders and Noteholders representing Note Owners of a majority of the Note Balance of Outstanding Amount of such Notes vote for an Asset Representations voted agree to a Review, the Indenture Trustee will promptly send an Asset Representations a Review Notice to the Asset Representations Reviewer, the Issuing Entity Reviewer and the Servicer at the address specified in Part III of Appendix A to the Receivables Purchase Agreement notifying under the Asset Representations Reviewer that the Noteholders have requested the Asset Representations Review. (e) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations Review is commenced pursuant to this Section 12.2 and shall provide the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset Representations Reviewer in connection with the Asset Representations ReviewAgreement. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source. (f) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) determine whether, or give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds the a Delinquency Trigger has occurred or (ii) determine which assets are subject to Review by an Asset Representations Review by Reviewer. 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 ReviewerReviewer to conduct a Review of the Review Assets 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.

Noteholder Demand for Asset Representations Review. (a) If the Delinquency Percentage for any Distribution Payment Date exceeds the Delinquency Trigger, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), ) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Representations a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand and vote must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, which may include a trade confirmation, account statement, letter from a broker or dealer or similar document, upon which the Indenture Trustee may conclusively rely. If Noteholders and Note Owners that collectively hold Notes evidencing at least 5% of the aggregate Outstanding Amount of the Notes (other than the Class N Notes) as of the date of filing the Form 10-D that disclosed that the Delinquency Percentage for the related Distribution Payment Date exceeds the Delinquency Trigger demand a vote within 90 calendar days of the filing of such Form 10-D, the Indenture Trustee will promptly request a vote of the Noteholders and Note Owners as described in Section 12.2(b7.05(b) below; provided, that for the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor World Omni or any of its Affiliates shall not be included in such calculation.. 47 (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a7.05(a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with the Indenture Trustee’s standard vote solicitation process (if the Notes are represented by Definitive Notes) and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note OwnersOwners (if the Notes are represented by Book-Entry Notes). The Indenture Trustee shall provide to the DepositorServicer, to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included in the Form 10-D filed by the Issuing Entity with the Commission. Such Form 10-D will also include a statement that sufficient Noteholders and Note Owners are requesting a full Noteholder vote to commence an Asset Representations a Review and will describe the applicable voting deadline. Each Noteholder and Note Owner that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations a Review. The vote will remain open until the 150th day after the filing of the Form 10-D reporting that the Delinquency Percentage for the related Distribution Payment Date exceeds the Delinquency Trigger. (c) In the event that a Verified Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders holding at least 5.05% of the aggregate Outstanding Amount of the Notes (other than the Class N Notes) participate in such vote, and Noteholders representing a majority of the Outstanding Amount of such Notes vote for an Asset Representations a Review, the Indenture Trustee will promptly send an Asset Representations a Review Notice to the Asset Representations Reviewer, the Issuing Entity and the Servicer at the address specified in Part III of Appendix A to the Receivables Purchase Agreement notifying the Asset Representations Reviewer that the Noteholders have requested the Asset Representations Review. (ed) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations a Review is commenced pursuant to this Section 12.2 7.05 and shall provide the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset Representations Reviewer in connection with the Asset Representations Review. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source. (fe) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Payment Date exceeds the Delinquency Trigger or (ii) determine which assets are subject to an Asset Representations Review by the Asset Representations Reviewer.

Noteholder Demand for Asset Representations Review. (a) If the a Delinquency Percentage for any Distribution Date exceeds the Delinquency TriggerTrigger occurs, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), ) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Representations a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If Noteholders and Note Owners that collectively hold Notes evidencing Owners, of at least 5% of the aggregate Outstanding Amount Note Balance of the Notes (other than the Class N Notes) as of the date related Record Date demand a vote within 90 days of the filing of the Form 10-D that disclosed that reporting the occurrence of the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger demand a vote within 90 calendar days of the filing of such Form 10-DTrigger, (i) the Indenture Trustee will promptly request a vote of the Noteholders and Note Owners as described in Section 12.2(b) below; provided, that for through the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor or any of its Affiliates shall not be included in such calculation. (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with Clearing Agency using the Indenture Trustee’s standard vote solicitation process and shall cause procedures for conducting a vote for Noteholders or, with respect to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note Owners. The Indenture Trustee shall provide to Book-Entry Notes, as directed by the Depositor, to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included in or the applicable Clearing Agency procedures for such votes and (ii) and the Issuer’s Form 10-D filed by filing for the Issuing Entity with Collection Period in which the Commission. Such Form 10-D demand requirement was met will also include a statement that sufficient requesting Noteholders or Note Owners, as applicable, are requesting a full Noteholder or Note Owner vote to commence an Asset Representations Review and will describe the applicable voting deadline. Each Noteholder that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations a Review. The vote will remain open until the 150th day after the filing of the Form 10-D. The Form 10-D reporting that filing also will specify the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger. (c) In the event that applicable voting procedures. Assuming a Verified Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy voting quorum of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders holding at least 5.05% of the aggregate Outstanding Amount Note Balance of the Outstanding Notes (other than is reached, if the Class N Notes) participate in such vote, and Noteholders representing of a majority of the Note Balance of Outstanding Amount of such Notes vote for an Asset Representations voted agree to a Review, the Indenture Trustee will promptly send an Asset Representations a Review Notice to the Asset Representations Reviewer, the Issuing Entity Reviewer and the Servicer at under the address specified in Part III of Appendix A to the Receivables Purchase Asset Representations Review Agreement notifying directing the Asset Representations Reviewer that to conduct the Noteholders have requested Review. Any fees and expenses incurred by the Asset Representations Review. (e) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations Review is commenced pursuant to this Section 12.2 and shall provide the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset Representations Reviewer in connection with the Asset Representations Reviewbe subject to reimbursement pursuant to Section 6.07. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source. (f) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) determine whether, or give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds the a Delinquency Trigger has occurred or (ii) determine which assets are subject to a Review by an Asset Representations Review Reviewer. 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 dispute resolution, unless it is directed to do so by the Noteholders representing not less than 51% of the Note Balance of the Controlling Class 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 Repurchase Request, the Noteholders representing not less than 51% of the Note Balance of the Controlling Class may independently pursue dispute resolution in respect of such Repurchase Request in accordance with Section 3.04 of the Sale and Servicing Agreement. 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 ReviewerReviewer to conduct a Review of the Review Receivables 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.

Noteholder Demand for Asset Representations Review. (a) If the Delinquency Percentage for any Distribution Payment Date exceeds the Delinquency Trigger, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), ) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Representations a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand and vote must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If Noteholders and Note Owners that collectively hold Notes evidencing at least 5% of the aggregate Outstanding Amount of the Notes (other than the Class N Notes) as demand a vote within 90 days of the date filing of filing the Form 10-D that disclosed reporting that the Delinquency Percentage for the related Distribution Payment Date exceeds the Delinquency Trigger demand a vote within 90 calendar days of the filing of such Form 10-DTrigger, the Indenture Trustee will promptly request a vote of the Noteholders and Note Owners as described in Section 12.2(b) belowthrough the Clearing Agency; provided, that for the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor World Omni or any of its Affiliates shall not be included in such calculation. (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a7.05(a), the Indenture Trustee shall cause the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.) to conduct a vote of all Noteholders in accordance with the Indenture Trustee’s standard vote solicitation process and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note OwnersNoteholders. The Indenture Trustee shall provide to the Depositor, to the extent available from the Depository Trust Company, if applicable, Servicer the voting instructions and procedures applicable to the Noteholders and Note Owners to be included in the Form 10-D filed by the Issuing Entity with the Commission. Such Form 10-D will also include a statement that sufficient Noteholders are requesting a full Noteholder vote to commence an Asset Representations a Review and will describe the applicable voting deadline. Each Noteholder that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations a Review. The vote will remain open until the 150th day after the filing of the Form 10-D reporting that the Delinquency Percentage for the related Distribution Payment Date exceeds the Delinquency Trigger. (c) In the event that Assuming a Verified Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy voting quorum of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders holding at least 5.05% of the aggregate Outstanding Amount of the Notes (other than is reached, if the Class N Notes) participate in such vote, and Noteholders representing of a majority of the Outstanding Amount of such Notes vote for an Asset Representations voted agree to a Review, the Indenture Trustee will promptly send an Asset Representations a Review Notice to the Asset Representations Reviewer, the Issuing Entity and the Servicer at the address specified in Part III of Appendix A to the Receivables Purchase Agreement notifying directing the Asset Representations Reviewer that to conduct the Noteholders have requested the Asset Representations Review. (ed) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations a Review is commenced pursuant to this Section 12.2 7.05 and shall provide the Asset Representations Reviewer with any documents or other information in its possession and reasonably requested by the Asset Representations Reviewer in connection with the Asset Representations Review. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source. (f) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds the Delinquency Trigger or (ii) determine which assets are subject to an Asset Representations Review by the Asset Representations Reviewer.

Noteholder Demand for Asset Representations Review. (a) If the a Delinquency Percentage for any Distribution Date exceeds the Delinquency TriggerTrigger occurs, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), ) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about on whether to direct the Asset Representations Reviewer to conduct an Asset Representations a Review under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Indenture Trustee receives within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger a written demand from the Noteholders and Note Owners that collectively hold Notes evidencing of at least 5% of the aggregate Outstanding Amount Note Balance of the Notes (other than the Class N Notes) as of the date of filing the Form 10-D that disclosed that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger demand to initiate a vote within 90 calendar days of with respect to the filing of such Form 10-DReview, then (a) the Indenture Trustee will promptly notify the Servicer and the Administrator thereof and request a such vote of the Noteholders and Note Owners as described in Section 12.2(b) below; provided, that for through the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor or any of its Affiliates shall not be included in such calculation. applicable Clearing Agency and (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with the Indenture Trustee’s standard vote solicitation process and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note Owners. The Indenture Trustee shall provide to the Depositor, to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included Servicer will include in the Form 10-D filed by report for the Issuing Entity with the Commission. Such Form 10-D will also include Collection Period in which such demand was received (i) a statement that Holders of a sufficient Noteholders percentage of the aggregate Note Balance of the Notes are requesting a full Noteholder vote on whether to commence an direct the Asset Representations Reviewer to conduct a Review and will describe (ii) a description of the applicable voting procedures, including the applicable voting deadline. Each Noteholder that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations Review. The vote will remain open until the 150th day after the filing of the that Form 10-D reporting that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger. (c) In the event that D. Assuming a Verified voting quorum of Noteholders and Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders Owners holding at least 5.05% of the aggregate Outstanding Amount Note Balance of the Notes (other than is reached, if the Class N Notes) participate in such vote, Noteholders and Noteholders representing Note Owners of a majority of the Outstanding Amount Note Balance of such Notes vote for an Asset Representations voted agree to a Review, the Indenture Trustee will promptly send an Asset Representations a Review Notice to the Asset Representations Reviewer, the Issuing Entity Reviewer and the Servicer at under the address specified in Part III of Appendix A to the Receivables Purchase Asset Representations Review Agreement notifying directing the Asset Representations Reviewer that to conduct the Noteholders have requested the Asset Representations Review. (e) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations Review is commenced pursuant to this Section 12.2 and shall provide the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset Representations Reviewer in connection with the Asset Representations Review. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source. (f) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds the Delinquency Trigger or (ii) determine which assets are subject to an Asset Representations Review by the Asset Representations Reviewer.

Noteholder Demand for Asset Representations Review. (a) If the a Delinquency Percentage for any Distribution Date exceeds the Delinquency TriggerTrigger occurs, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), ) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about on whether to direct the Asset Representations Reviewer to conduct an Asset Representations a Review under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Indenture Trustee receives within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger a written demand from the Noteholders and Note Owners that collectively hold Notes evidencing of at least 5% of the aggregate Outstanding Amount Note Balance of the Notes (other than the Class N Notes) as of the date last day of filing the Form 10-D that disclosed that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger demand Collection Period) to initiate a vote within 90 calendar days of (which shall be conducted in accordance with its standard internal vote solicitation process at the filing of such Form 10-Dtime) with respect to the Review, then (a) the Indenture Trustee will promptly notify the Servicer and the Administrator thereof and request a such vote of the Noteholders and Note Owners as described in Section 12.2(b) below; provided, that for through the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor or any of its Affiliates shall not be included in such calculation. applicable Clearing Agency and (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with the Indenture Trustee’s standard vote solicitation process and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note Owners. The Indenture Trustee shall provide to the Depositor, to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included Servicer will include in the Form 10-D filed by report for the Issuing Entity with the Commission. Such Form 10-D will also include Collection Period in which such demand was received (i) a statement that Holders of a sufficient Noteholders percentage of the aggregate Note Balance of the Notes are requesting a full Noteholder vote on whether to commence an direct the Asset Representations Reviewer to conduct a Review and will describe (ii) a description of the applicable voting procedures, including the applicable voting deadline. Each Noteholder that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations Review. The vote will remain open until the 150th day after the filing of the that Form 10-D reporting that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger. (c) In the event that D. Assuming a Verified voting quorum of Noteholders and Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders Owners holding at least 5.05% of the aggregate Outstanding Amount Note Balance of the Notes (other than as of the Class N Noteslast day of the related Collection Period) participate in such voteis reached, if the Noteholders and Noteholders representing Note Owners of a majority of the Outstanding Amount Note Balance of such Notes vote for an Asset Representations voted agree to a Review, the Indenture Trustee will promptly send an Asset Representations a Review Notice to the Asset Representations Reviewer, the Issuing Entity Reviewer and the Servicer at the address specified in Part III of Appendix A to the Receivables Purchase Agreement notifying under the Asset Representations Reviewer that the Noteholders have requested the Asset Representations Review. (e) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations Review is commenced pursuant to this Section 12.2 and shall provide the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset Representations Reviewer in connection with the Asset Representations ReviewAgreement. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source. (f) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) determine whether, or give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds the a Delinquency Trigger has occurred or (ii) determine which assets are subject to Review by an Asset Representations Review Reviewer. Except as otherwise contemplated by the 2016-A Basic Documents, including Section 7.01 and this Section 7.02, and the TIA, the Indenture Trustee shall have no obligation to pursue or otherwise be involved in resolving any Reallocation Request, including any such request that is the subject of dispute resolution, unless it is directed to do so by the Majority Noteholders of the Controlling Class and such Majority Noteholders of the Controlling Class 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. 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 ReviewerReviewer to conduct a Review of the Review Assets 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.

Noteholder Demand for Asset Representations Review. (a) If the a Delinquency Percentage for any Distribution Date exceeds the Delinquency TriggerTrigger occurs, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), ) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about on whether to direct the Asset Representations Reviewer to conduct an Asset Representations a Review under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Indenture Trustee receives within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger a written demand from the Noteholders and Note Owners that collectively hold Notes evidencing of at least 5% of the aggregate Outstanding Amount Note Balance of the Notes (other than the Class N Notes) as of the date last day of filing the Form 10-D that disclosed that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger demand Collection Period) to initiate a vote within 90 calendar days of (which shall be conducted in accordance with its standard internal vote solicitation process at the filing of such Form 10-Dtime) with respect to the Review, then (a) the Indenture Trustee will promptly notify the Servicer and the Administrator thereof and request a such vote of the Noteholders and Note Owners as described in Section 12.2(b) below; provided, that for through the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor or any of its Affiliates shall not be included in such calculation. applicable Clearing Agency and (b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with the Indenture Trustee’s standard vote solicitation process and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note Owners. The Indenture Trustee shall provide to the Depositor, to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included Servicer will include in the Form 10-D filed by report for the Issuing Entity with the Commission. Such Form 10-D will also include Collection Period in which such demand was received (i) a statement that Holders of a sufficient Noteholders percentage of the aggregate Note Balance of the Notes are requesting a full Noteholder vote on whether to commence an direct the Asset Representations Reviewer to conduct a Review and will describe (ii) a description of the applicable voting procedures, including the applicable voting deadline. Each Noteholder that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations Review. The vote will remain open until the 150th day after the filing of the that Form 10-D reporting that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger. (c) In the event that D. Assuming a Verified voting quorum of Noteholders and Note Owner exercises its right to vote such Note Owner’s beneficial interest, the Indenture Trustee shall provide a copy of the supporting evidence provided to the Indenture Trustee to the Issuing Entity. (d) If Noteholders Owners holding at least 5.05% of the aggregate Outstanding Amount Note Balance of the Notes (other than as of the Class N Noteslast day of the related Collection Period) participate in such voteis reached, if the Noteholders and Noteholders representing Note Owners of a majority of the Outstanding Amount Note Balance of such Notes vote for an Asset Representations voted agree to a Review, the Indenture Trustee will promptly send an Asset Representations a Review Notice to the Asset Representations Reviewer, the Issuing Entity Reviewer and the Servicer at the address specified in Part III of Appendix A to the Receivables Purchase Agreement notifying under the Asset Representations Reviewer that the Noteholders have requested the Asset Representations Review. (e) The Indenture Trustee shall reasonably cooperate with the Asset Representations Reviewer in the event an Asset Representations Review is commenced pursuant to this Section 12.2 and shall provide the Asset Representations Reviewer with any documents or other information in its possession and requested by the Asset Representations Reviewer in connection with the Asset Representations ReviewAgreement. The Indenture Trustee shall have no obligation to obtain missing information from any other party or source. (f) For the avoidance of doubt, the Indenture Trustee shall not be required to (i) determine whether, or give notice to Noteholders that or determine whether the Delinquency Percentage for any Distribution Date exceeds the a Delinquency Trigger has occurred or (ii) determine which assets are subject to Review by an Asset Representations Review by Reviewer. 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 ReviewerReviewer to conduct a Review of the Review Assets 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.