ASSET REPRESENTATIONS REVIEW AGREEMENT
This ASSET REPRESENTATIONS REVIEW AGREEMENT is made and entered into as of May 30, 2019 (this Agreement), by and between CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2019-1, a Delaware statutory trust (the Issuer), CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association (the Bank, and in its capacity as sponsor, the Sponsor, and in its capacity as servicer, the Servicer), and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company (Clayton, and in its capacity as asset representations reviewer, the Asset Representations Reviewer).
WHEREAS, the Issuer has determined to engage the Asset Representations Reviewer to perform reviews of Receivables for compliance with the representations and warranties made by the Sponsor regarding such Receivables; and
WHEREAS, the Asset Representations Reviewer desires to accept such engagement;
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1.1 Definitions. Except as otherwise defined herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Sale Agreement dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the Sale Agreement) between the Issuer and Capital One Auto Receivables, LLC, as seller, which also contains rules as to usage that are applicable herein.
Whenever used in this Agreement, the following words and phrases shall have the following meanings:
Annual ARR Fee has the meaning set forth in Section 4.1.
Asset Review means the completion by the Asset Representations Reviewer of the Tests set forth in Exhibit A for each Subject Receivable as further described in Section 3.5.
Client Records has the meaning set forth in Section 3.14.
Confidential Information has the meaning set forth in Section 7.1.
Disclosing Party has the meaning set forth in Section 7.1.
Eligible Asset Representations Reviewer means a Person who (i) is not, and is not Affiliated with, the Sponsor, the Seller, the Servicer, the Indenture Trustee, the Owner Trustee or any of their respective Affiliates and (ii) was not engaged or Affiliated with a Person that was engaged by the Sponsor or any Underwriter to perform due diligence work on the Receivables prior to the Closing Date.