Common use of Purchase of Receivables Upon Breach Clause in Contracts

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.02, 4.03, 4.05 or 4.06 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07. Following a breach described in the preceding sentence, the Servicer shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon The Servicer or the Issuer shall inform the other party and the Indenture Trustee promptly, in writing, upon the discovery by any party hereto of a breach of any breach by the Servicer of its obligations under Section 4.01(a) or 4.05 that would materially and adversely affect any Receivable. If the covenants set forth in Section 4.02, 4.03, 4.05 or 4.06 which breach materially and adversely affects the interests of the Issuer or the NoteholdersSecurityholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07. Following a breach described in the preceding sentence, then the Servicer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Distribution Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amount. In consideration for of such repurchaseReceivable, the Servicer shall make (or shall cause to be made) a payment to remit the Issuer equal to Repurchase Payment in the Purchased Amount by depositing such amount into the Collection Account manner specified in accordance with Section 5.04 on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date)5.05. Upon payment of such Purchased Amount Repurchase Payment by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary requested of it to vest in the Servicer or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that Neither the obligation Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 4.06. The sole remedy of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the IssuerIndenture Trustee, the Owner Trustee, the CertificateholdersIssuer, the Noteholders and Securityholders against the Indenture TrusteeServicer with respect to a breach by the Servicer of its obligations under Sections 4.01(a) or 4.05 shall be to require the Servicer to purchase Receivables pursuant to this Section 4.06.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a breach described in the preceding sentenceReceivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon The Depositor, the Seller, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery by of any party hereto of a breach of any of the covenants set forth in Section 4.023.03, 4.03, 4.05 3.06 or 4.06 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering 3.07. If such breach shall give prompt written notice thereof to not have been cured by the other parties hereto; provided, that delivery close of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to business on the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07. Following a breach described in the preceding sentence, the Servicer shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end last day of the Collection Period which includes the 60th 30th day (or, if the Servicer elects, an earlier Payment Date) after the date that on which the Servicer became becomes aware of, or was notified of receives written notice from the Depositor, the Seller or the Owner Trustee of, such breach. Any , and such breach or failure will be deemed not to materially and adversely affect affects the Noteholders or interest of the Issuer if in a Receivable, the Servicer shall purchase such breach Receivable from the Issuer, as of the close of business on the last day of the related Collection Period, by remitting the Purchase Amount of such Receivable to the Collection Account in the manner specified in Section 4.07 on the related Deposit Date. When the Purchase Amount is included in Available Collections for a Payment Date, the Issuer will, without further action, be deemed to have sold and assigned to the Servicer, effective as of the last day of the Collection Period before the related Collection Period, all of the Issuer’s right, title and interest in the Receivable purchased by the Servicer under this Section and all security and documents relating to such Receivable. The sale will not require any action by the Issuer and will be without recourse, representation or failure does not affect warranty by the ability Issuer except the representation that the Issuer owns such Receivable free and clear of any Lien, other than Permitted Liens. On the sale, the Servicer may take any action necessary or advisable to evidence the sale of such Receivable, free from any Lien of the Issuer or the Noteholders Indenture Trustee. The sole remedy of the Issuer, the Trustees and the Securityholders with respect to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer a breach of Section 3.03, 3.06 or 3.07 shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of require the Servicer to purchase Receivables pursuant to this Section. Neither Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable as described above shall constitute the sole remedy respecting such breach available pursuant to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trusteethis Section.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer Issuer, the Certificateholders or the Noteholders, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, that (i) delivery of a Servicer’s Certificate Report which identifies that Receivables are being or have been purchased pursuant to this Section 3.6 shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this hereunder. If the breach materially and adversely affects the interests of the Issuer, the Certificateholders or the Noteholders or if the Servicer is required to purchase a Receivable pursuant to Section 4.07. Following a breach described in the preceding sentence3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th sixtieth (60th) day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breachbreach or obligation to repurchase, as applicable. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the date of such purchase, if such date is not a Payment Date or, if such date is a Payment Date, then prior to the close of business on the Business Day preceding prior to such Payment Date (or, if the Servicer elects, an earlier Payment Date)date. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee Trustee, on behalf of the Noteholders, shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representationrepresentation and as prepared by and at the expense of the Servicer, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased and the related Transferred Assets purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased and related Purchased Assets purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date)date of repurchase. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of repurchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased and related Purchased Assets purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.. 8 Sale and Servicing Agreement

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate Certificate, which identifies the Receivables that are being or have been repurchased, shall be deemed to constitute prompt written notice thereof by the Servicer and the Issuer of such breach with respect to the other partysuch repurchased Receivable; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period. Any such breach or failure will be deemed to not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto (with respect to the Indenture Trustee, upon receipt of written notice or actual knowledge by a Responsible Officer of the Indenture Trustee) of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering discovering, or receiving such notice or actual knowledge, as applicable, such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate which identifies the Receivables that are being or have been purchased pursuant to this Section 3.6 shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th sixtieth (60th) day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the date of such purchase, if such purchase date is not a Payment Date or, if such purchase date is a Payment Date, then prior to the close of business on the Business Day preceding prior to such Payment Date (or, if the Servicer elects, an earlier Payment Date)purchase date. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representationrepresentation and as prepared by and at the expense of the Servicer, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased and the related Transferred Assets purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date)date of repurchase. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trustee.and

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate identifying directly or indirectly that Receivables are subject to repurchase shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants obligations set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer Issuer, the Note Insurer or the NoteholdersNoteholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer, the Note Insurer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date)date of repurchase. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Indenture Secured Parties, and the Indenture Trustee Issuer shall release and shall execute and deliver a Servicer Re-Assignment and Servicer Cross Receipt substantially in the forms of Exhibit I-1 and I-2, respectively, and any such other instruments of release, transfer or assignmentassignment hereto, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 3.6. It is understood and agreed that that, unless the Servicer fails to purchase any Receivable as described above, the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Note Insurer, the Swap Counterparty and the Indenture Trustee; provided, however, that the Servicer will indemnify the Issuer, the Note Insurer, the Owner Trustee, the CertificateholdersIndenture Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The indemnification provided pursuant to this section will survive the removal or resignation of the Servicer, the Noteholders and Note Insurer, the Swap Counterparty and/or the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate Certificate, which identifies the Receivables that are being or have been repurchased, shall be deemed to constitute prompt written notice thereof by the Servicer and the Issuer of such breach with respect to the other partysuch repurchased Receivable; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date)date of repurchase. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto or by an Authorized Officer of the Indenture Trustee of a breach of any of the covenants set forth in Section 4.023.2, 4.03, 4.05 3.5 or 4.06 3.6 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties heretohereto and to the Indenture Trustee; provided, that delivery of a the Servicer’s Certificate Certificate, which identifies that Receivables are being or have been repurchased, shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountPurchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3). For purposes of this Section 3.7, the Purchase Amount shall consist in part of a release by the Servicer of all rights of reimbursement with respect to Outstanding Advances on the Receivable. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate Certificate, which identifies the Receivables that are being or have been repurchased, shall be deemed to constitute prompt written notice thereof by the Servicer and the Issuer of such breach with respect to the other partysuch repurchased Receivable; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period. Any such breach or failure will be deemed to not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting with respect to such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable affected by such breach which materially and adversely affects the interests of the Issuer and the Noteholders from the Issuer on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants obligations set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer Issuer, the Note Insurer, the Indenture Trustee or the NoteholdersNoteholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer, the Note Insurer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date)date of repurchase. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Indenture Secured Parties, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 3.6. It is understood and agreed that that, unless the Servicer fails to purchase any Receivable as described above, the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Note Insurer, the Swap Counterparty and the Indenture Trustee; provided, however, that the Servicer will indemnify the Issuer, the Note Insurer, the Owner Trustee, the CertificateholdersIndenture Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The indemnification provided pursuant to this section will survive the removal or resignation of the Servicer, the Noteholders Note Insurer, the Swap Counterparty and /or the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date)date of repurchase. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trustee.case

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer Issuer, the Certificateholders or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate Report which identifies the Receivables that are being or have been purchased pursuant to this Section 3.6 shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a If the breach described in materially and adversely affects the preceding sentenceinterests of the Issuer, the Certificateholders or the Noteholders, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the date of such purchase, if such date is not a Payment Date or, if such date is a Payment Date, then prior to the close of business on the Business Day preceding prior to such Payment Date (or, if the Servicer elects, an earlier Payment Date)date. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representationrepresentation and as prepared by and at the expense of the Servicer, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased and the related Transferred Assets purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interest of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding date of such Payment Date (or, if the Servicer elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver a Servicer Re-Assignment and Servicer Cross Receipt substantially in the forms of Exhibit H-1 and H-2, respectively, and any such other instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trustee.earlier

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate which identifies the Receivables that are being or have been repurchased shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a If the breach described in materially and adversely affects the preceding sentenceinterests of the Issuer or the Noteholders, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the date of such purchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, then prior to the close of business on the Business Day preceding prior to such Payment Date (or, if the Servicer elects, an earlier Payment Date)repurchase date. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representationrepresentation and as prepared by and at the expense of the Servicer, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased and the related Transferred Assets purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of The Servicer, the covenants set forth in Section 4.02Transferor, 4.03, 4.05 or 4.06 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach Trust Collateral Agent shall give prompt written notice thereof to inform the other parties hereto, the Demand Note Provider and the Note Insurer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, furtherhowever, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a Unless the breach described in shall have been cured by the preceding sentencelast day of the second Collection Period following such discovery by or notice to the Servicer of such breach, the Servicer shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by with respect to which such breach from has a material adverse effect on such Receivable or the interest therein of the Issuer, in either case on or before the Payment Date following Noteholders, the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders Demand Note Provider or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountNote Insurer. In consideration for of the purchase of such repurchaseReceivable, the Servicer shall make (remit the Purchase Amount in the manner specified in Section 5.5. The sole remedy of the Trust Collateral Agent, the Issuer, the Note Insurer, the Demand Note Provider or the Noteholders with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall cause be to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding such Payment Date (or, if require the Servicer electsto repurchase Receivables pursuant to this Section 4.7; provided, an earlier Payment Date). Upon payment of such Purchased Amount by however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the Collateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Demand Note Provider, the Issuer and the Indenture Trustee Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The Transferor shall release and have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall execute and deliver such instruments of release, transfer have no liability for actions taken or assignment, in each case without recourse or representation, as shall omitted to be reasonably necessary to vest in taken by the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trusteethis Section 4.7.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.02, 4.03, 4.05 or 4.06 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07. Following a breach described in the preceding sentence, the Servicer shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period Period, which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date)date of repurchase. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of The Servicer, the covenants set forth in Section 4.02Transferor, 4.03, 4.05 or 4.06 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach Trust Collateral Agent shall give prompt written notice thereof to inform the other parties heretohereto and the Note Insurer promptly, in writing, upon the discovery by the Servicer, the Transferor, the Issuer or a Responsible Officer of the Trust Collateral Agent or the Custodian, as the case may be, of any breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, furtherhowever, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a Unless the breach described in shall have been cured by the preceding sentencelast day of the second Collection Period following such discovery by or notice to the Servicer of such breach, the Servicer shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by with respect to which such breach from has a material adverse effect on such Receivable or the interest therein of the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountNote Insurer. In consideration for of the purchase of such repurchaseReceivable, the Servicer shall make (or shall cause to be made) a payment to remit the Issuer equal to the Purchased Purchase Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant heretomanner specified in Section 5.5. It is understood and agreed that the obligation The sole remedy of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to Trust Collateral Agent, the Issuer, the Owner Note Insurer, the Class C Certificateholder or the Noteholders with respect to a breach of the provisions of Section 4.2 relating to modifications of the Receivables or any breach of Sections 4.4, 4.5 or 4.6 shall be to require the Servicer to repurchase Receivables pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Trust Collateral Agent, the Indenture Trustee, the CertificateholdersCollateral Agent, the Back-up Servicer, the Custodian, the Transferor, the Note Insurer, the Issuer, the Class C Certificateholder and the Noteholders and each of their respective officers, employees, directors, agents and representatives against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the Indenture Trusteeevents or facts giving rise to such breach. The Transferor shall have no obligation to repurchase the Receivables upon a breach of the provisions of Section 4.2 relating to modifications of the Receivables, or any breach of Sections 4.4, 4.5 or 4.6. The Transferor shall have no liability for actions taken or omitted to be taken by the Servicer pursuant to this Section 4.7.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding such Payment Date prior to noon, New 8 Sale and Servicing Agreement (or, if the Servicer elects, an earlier Payment Date2012-6). Upon payment of such Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon The Servicer or the Issuer shall inform the other party and the Indenture Trustee promptly, in writing, upon the discovery by any party hereto of a breach of any breach by the Servicer of its obligations under Section 4.01(a) or 4.05 that would materially and adversely affect any Receivable. If the covenants set forth in Section 4.02, 4.03, 4.05 or 4.06 which breach materially and adversely affects the interests of the Issuer or the NoteholdersSecurityholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07. Following a breach described in the preceding sentence, then the Servicer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Distribution Date following the end of the Collection Period which includes the 60th day (or, if (NAROT 2018-B Sale and Servicing Agreement) the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amount. In consideration for of such repurchaseReceivable, the Servicer shall make (or shall cause to be made) a payment to remit the Issuer equal to Repurchase Payment in the Purchased Amount by depositing such amount into the Collection Account manner specified in accordance with Section 5.04 on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date)5.05. Upon payment of such Purchased Amount Repurchase Payment by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary requested of it to vest in the Servicer or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that Neither the obligation Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 4.06. The sole remedy of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the IssuerIndenture Trustee, the Owner Trustee, the CertificateholdersIssuer, the Noteholders and Securityholders against the Indenture TrusteeServicer with respect to a breach by the Servicer of its obligations under Sections 4.01(a) or 4.05 shall be to require the Servicer to purchase Receivables pursuant to this Section 4.06.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a breach described in the preceding sentenceReceivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer 8 Sale and Servicing Agreement (SDART 2023-3) became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a breach described in the preceding sentenceReceivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer 8 Sale and Servicing Agreement (SDART 2023-1) became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the 7 Sale and Servicing Agreement (2016-2) Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of repurchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a breach described in the preceding sentenceReceivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer 8 Sale and Servicing Agreement (SDART 2022-3) became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate Certificate, which identifies the Receivables that are being or have been repurchased, shall be deemed to constitute prompt written notice thereof by the Servicer and the Issuer of such breach with respect to the other partysuch repurchased Receivable; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period. Any such breach or failure will be deemed to not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to [ ] [a.m.], New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting with respect to such breach available to the Issuer[, the Owner Trustee, the Certificateholders, the Noteholders Swap Counterparty] and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto (with respect to the Indenture Trustee, upon receipt of written notice or actual knowledge by a Responsible Officer of the Indenture Trustee) of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering discovering, or receiving such notice or actual knowledge, as applicable, such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate which identifies the Receivables that are being or have been purchased pursuant to this Section 3.6 shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th sixtieth (60th) day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the date of such purchase, if such purchase date is not a Payment Date or, if such purchase date is a Payment Date, then prior to the close of business on the Business Day preceding prior to such Payment Date (or, if the Servicer elects, an earlier Payment Date)purchase date. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representationrepresentation and as prepared by and at the expense of the Servicer, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased and the related Transferred Assets purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer[, the Owner Trustee, the Certificateholders, the Noteholders Swap Counterparty] and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased and Related Purchased Assets purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon The Servicer or the Issuer shall inform the other party and the Indenture Trustee promptly, in writing, upon the discovery by any party hereto of a breach of any breach by the Servicer of its obligations under Section 4.01(a) or 4.05 that would materially and adversely affect any Receivable. If the covenants set forth in Section 4.02, 4.03, 4.05 or 4.06 which breach materially and adversely affects the interests of the Issuer or the NoteholdersSecurityholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07. Following a breach described in the preceding sentence, then the Servicer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Distribution Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amount. In consideration for of such repurchaseReceivable, the Servicer shall make (or shall cause to be made) a payment to remit the Issuer equal to Repurchase Payment in the Purchased Amount by depositing such amount into the Collection Account manner specified in accordance with Section 5.04 on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date)5.05. Upon payment of such Purchased Amount Repurchase Payment by the 30 (NAROT 2023-B Sale and Servicing Agreement) Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary requested of it to vest in the Servicer or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that Neither the obligation Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 4.06. The sole remedy of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the IssuerIndenture Trustee, the Owner Trustee, the CertificateholdersIssuer, the Noteholders and Securityholders against the Indenture TrusteeServicer with respect to a breach by the Servicer of its obligations under Sections 4.01(a) or 4.05 shall be to require the Servicer to purchase Receivables pursuant to this Section 4.06.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a breach described in the preceding sentenceReceivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period 8 Sale and Servicing Agreement (SDART 2020-2) which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following The Indenture Trustee need not investigate the facts stated in a breach described Servicer’s Certificate delivered in accordance with the preceding foregoing sentence, . If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period (or if the Servicer elects, an earlier date). Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Swap Counterparty and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased and related Purchased Assets purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.. 8 Sale and Servicing Agreement (VALET 2014-1)

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased and related Purchased Assets purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.. 9 2023-1 Sale & Servicing Agreement

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date)date of repurchase. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood 8 Sale and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trustee.Servicing Agreement (20[ ]-[ ])

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer[, the Owner Trustee, the Certificateholders, the Noteholders Swap Counterparty] and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding such Payment Date (orprior to noon, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trustee.New

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a breach described in the preceding sentenceReceivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer 8 Sale and Servicing Agreement (SDART 2023-6) became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a breach described in the preceding sentenceReceivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer 8 Sale and Servicing Agreement (SDART 2023-2) became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a breach described in the preceding sentenceReceivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding such Payment Date (orprior to noon, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trustee.New York

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a breach described in the preceding sentenceReceivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trustee.the

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate identifying directly or indirectly that receivables are subject to repurchase shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a breach described in the preceding sentenceReceivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer 8 Sale and Servicing Agreement (SDART 2023-5) became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, provided that delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, provided that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate identifying directly or indirectly that Receivables are subject to repurchase shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.. 8 Sale and Servicing Agreement (DRIVE 2018-4)

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a breach described in the preceding sentenceReceivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer 8 Sale and Servicing Agreement (SDART 2022-6) became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a breach described in the preceding sentenceReceivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer 8 Sale and Servicing Agreement (SDART 2023-4) became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate Certificate, which identifies the Receivables that are being or have been repurchased, shall be deemed to constitute prompt written notice thereof by the Servicer and the Issuer of such breach with respect to the other partysuch repurchased Receivable; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period. Any such breach or failure will be deemed to not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to [ ] [a.m.], New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer[, the Owner Trustee, the Certificateholders, the Noteholders Swap Counterparty] and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon The Servicer or the Issuer shall inform the other party and the Indenture Trustee promptly, in writing, upon the discovery by any party hereto of a breach of any breach by the Servicer of its obligations under Section 4.01(a) or 4.05 that would materially and adversely affect any Receivable. If the covenants set forth in Section 4.02, 4.03, 4.05 or 4.06 which breach materially and adversely affects the interests of the Issuer or the NoteholdersSecurityholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07. Following a breach described in the preceding sentence, then the Servicer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Distribution Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amount. In consideration for of such repurchaseReceivable, the Servicer shall make (or shall cause to be made) a payment to remit the Issuer equal to Repurchase Payment in the Purchased Amount by depositing such amount into the Collection Account manner specified in accordance with Section 5.04 on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date)5.05. Upon payment of such Purchased Amount Repurchase Payment by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary requested of it to vest in the Servicer or its designee any Receivable and any 30 (NAROT 2023-A Sale and Servicing Agreement) related Purchased Assets repurchased pursuant hereto. It is understood and agreed that Neither the obligation Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 4.06. The sole remedy of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the IssuerIndenture Trustee, the Owner Trustee, the CertificateholdersIssuer, the Noteholders and Securityholders against the Indenture TrusteeServicer with respect to a breach by the Servicer of its obligations under Sections 4.01(a) or 4.05 shall be to require the Servicer to purchase Receivables pursuant to this Section 4.06.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a breach described in the preceding sentenceReceivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer 8 Sale and Servicing Agreement (SDART 2022-5) became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following The Indenture Trustee need not investigate the facts stated in a breach described Servicer’s Certificate delivered in accordance with the preceding foregoing sentence, . If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period (or if the Servicer elects, an earlier date). Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants obligations set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer Issuer, the Note Insurer, the Indenture Trustee or the NoteholdersNoteholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any any such breach or failure will be deemed not to which materially and adversely affect affects the Noteholders or the Issuer if such breach or failure does not affect the ability interests of the Issuer Issuer, the Note Insurer or the Noteholders to receive and retain timely payment in full any Receivable, then the Servicer shall purchase any Receivable affected by such breach from the Issuer on the Payment Date following the end of such ReceivableCollection Period. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Indenture Secured Parties, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 3.6. It is understood and agreed that that, unless the Servicer fails to purchase any Receivable as described above, the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Note Insurer, the Swap Counterparty and the Indenture Trustee; provided, however, that the Servicer will indemnify the Issuer, the Note Insurer, the Owner Trustee, the CertificateholdersIndenture Trustee and the Noteholders from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to such breach. The indemnification provided pursuant to this section will survive the removal or resignation of the Servicer, the Noteholders Note Insurer, the Swap Counterparty and /or the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate identifying directly or indirectly that Receivables are subject to repurchase shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.. 8 Sale and Servicing Agreement (DRIVE 2018-5)

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, provided that delivery of a the Servicer’s 's Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a breach described in the preceding sentenceReceivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer 8 Sale and Servicing Agreement (SDART 2022-2) became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate which identifies the Receivables that are being or have been repurchased shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a If the breach described in materially and adversely affects the preceding sentenceinterests of the Issuer or the Noteholders, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th sixtieth (60th) day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the date of such purchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, then prior to the close of business on the Business Day preceding prior to such Payment Date (or, if the Servicer elects, an earlier Payment Date)repurchase date. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representationrepresentation and as prepared by and at the expense of the Servicer, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased and the related Transferred Assets purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date)date of repurchase. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets 8 Sale and Servicing Agreement (2011-4) repurchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer Issuer, the Noteholders or the NoteholdersIndenture Trustee in any Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interest of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding date of such Payment Date (or, if the Servicer elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer Issuer, the Certificateholders or the Noteholders, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that delivery of a Servicer’s Certificate Report which identifies the Receivables that are being or have been purchased pursuant to this Section 3.6 shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a If the breach described in materially and adversely affects the preceding sentenceinterests of the Issuer, the Certificateholders or the Noteholders, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the date of such purchase, if such date is not a Payment Date or, if such date is a Payment Date, then prior to the close of business on the Business Day preceding prior to such Payment Date (or, if the Servicer elects, an earlier Payment Date)date. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee Trustee, on behalf of the Noteholders, shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representationrepresentation and as prepared by and at the expense of the Servicer, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased and the related Transferred Assets purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a breach described in the preceding sentenceReceivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer 8 Sale and Servicing Agreement (SDART 2022-7) became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a breach described in the preceding sentenceReceivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer 8 Sale and Servicing Agreement (SDART 2022-4) became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate identifying directly or indirectly that Receivables are subject to repurchase shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.. 8 Sale and Servicing Agreement (DRIVE 2018-1)

Purchase of Receivables Upon Breach. Upon The Servicer or the Issuer shall inform the other party and the Indenture Trustee promptly, in writing, upon the discovery by any party hereto of a breach of any breach by the Servicer of its obligations under Section 4.01(a) or 4.05 that would materially and adversely affect any Receivable. If the covenants set forth in Section 4.02, 4.03, 4.05 or 4.06 which breach materially and adversely affects the interests of the Issuer or the NoteholdersSecurityholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07. Following a breach described in the preceding sentence, then the Servicer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Distribution Date following the end of the Collection Period which includes the 60th day (or, if 31 (NAROT 2018-C Sale and Servicing Agreement) the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amount. In consideration for of such repurchaseReceivable, the Servicer shall make (or shall cause to be made) a payment to remit the Issuer equal to Repurchase Payment in the Purchased Amount by depositing such amount into the Collection Account manner specified in accordance with Section 5.04 on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date)5.05. Upon payment of such Purchased Amount Repurchase Payment by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary requested of it to vest in the Servicer or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that Neither the obligation Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 4.06. The sole remedy of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the IssuerIndenture Trustee, the Owner Trustee, the CertificateholdersIssuer, the Noteholders and Securityholders against the Indenture TrusteeServicer with respect to a breach by the Servicer of its obligations under Sections 4.01(a) or 4.05 shall be to require the Servicer to purchase Receivables pursuant to this Section 4.06.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate Monthly Data File or Investor Report which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt written notice by the Servicer and the Issuer of such breach and (ii) the Indenture Trustee, the Backup Servicer and the Paying Agent shall be deemed to have knowledge of such breach only if a Responsible Officer thereof to the other partyhas received written notice thereof; provided, further, that the failure to give such notice shall not affect any obligation of the Initial Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable or if the Initial Servicer is required to purchase a breach described in Receivable pursuant to Section 3.2, then the preceding sentence, the Initial Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the IssuerIssuer (or its assignee), in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Initial Servicer elects, an earlier Payment Datedate) after the date that the Initial Servicer became aware or was notified of such breachbreach or obligation to repurchase, as applicable. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Initial Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Initial Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Initial Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Initial Servicer, subject to Section 2.9 and Article VIII of the Issuer Indenture, the Indenture Trustee, on behalf of the Noteholders and the Indenture Trustee Administrator, on behalf of the Issuer, as applicable, shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Initial Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Initial Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.. 8 Sale and Servicing Agreement (ACMAT 2022-1)

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate identifying directly or indirectly that Receivables are subject to repurchase shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.. 8 Sale and Servicing Agreement (DRIVE 2018-2)

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a breach described in the preceding sentenceReceivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the 8 Sale and Servicing Agreement (20[ ]-[ ]) Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.02, 4.03, 4.05 3.2(a) or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer, the Indenture Trustee or the Standby Servicer shall be deemed to have knowledge of such breach only if a Responsible Officer thereof has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, or if the Servicer is required to purchase a breach described in the preceding sentenceReceivable pursuant to Section 3.2, then the Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, Mountain Standard Time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.]

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer Issuer, the Noteholders or the NoteholdersIndenture Trustee in any Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable affected by such breach which 8 Sale and Servicing Agreement (2004-3) materially and adversely affects the interests of the Issuer, the Noteholders or the Indenture Trustee in the Receivable from the Issuer on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such 7 Sale & Servicing Agreement (20[ ]-[ ]) breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer[, the Owner Trustee, the Certificateholders, the Noteholders Swap Counterparty] and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants obligations set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer Issuer, the Indenture Trustee or the NoteholdersNoteholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date)date of repurchase. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Indenture Secured Parties, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.. 9 Sale and Servicing Agreement (2005-B-SS) (Senior/Sub)

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of the Servicer, the Seller, the Depositor, the Owner Trustee or the Indenture Trustee of a breach of any of the covenants set forth in Section 4.02, 4.03Sections 4.02(b), 4.05 or 4.06 which that materially and adversely affects the interests of the Issuer Issuer, the Indenture Trustee or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, provided that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that a Responsible Officer of the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Distribution Date following the end of such Collection Period. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability receipt of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountPurchase Amount of such Receivable. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Purchase Amount by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Distribution Date). Upon payment of such Purchased Purchase Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It Subject to Section 7.02, it is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy against the Servicer respecting such breach available to the IssuerDepositor, the Owner TrusteeNoteholders, the Certificateholders, the Noteholders Issuer, the Owner Trustee and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that the delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interest of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding date of such Payment Date (or, if the Servicer elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver a Servicer Re-Assignment and Servicer Cross Receipt substantially in the forms of Exhibit E-1 and E-2, respectively, and any such other instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture TrusteeTrustee [and the Swap Counterparty].

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate Certificate, which identifies the Receivables that are being or have been repurchased, shall be deemed to constitute prompt written notice thereof by the Servicer and the Issuer of such breach with respect to the other partysuch repurchased Receivable; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to [ ] [a.m.], New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer[, the Owner Trustee, the Certificateholders, the Noteholders Swap Counterparty] and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2 , 4.033.3 , 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; providedprovided , (i) that the delivery of a Servicer’s Certificate Monthly Data File or Investor Report which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt written notice by the Servicer and the Issuer of such breach and (ii) the Indenture Trustee, the Backup Servicer and the Paying Agent shall be deemed to have knowledge of such breach only if a Responsible Officer thereof to the other partyhas received written notice thereof; providedprovided , furtherfurther , that the failure to give such notice shall not affect any obligation of the Initial Servicer under this Section 4.073.6 . Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable or if the Initial Servicer is required to purchase a breach described in Receivable pursuant to Section 3.2 , then the preceding sentence, the Initial Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the IssuerIssuer (or its assignee), in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th 60 th day (or, if the Initial Servicer elects, an earlier Payment Datedate) after the date that the Initial Servicer became aware or was notified of such breachbreach or obligation to repurchase, as applicable. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Initial Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Initial Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trustee.Initial

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer Issuer, the Certificateholders or the Noteholders, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that delivery of a Servicer’s Certificate Report which identifies that Receivables are being or have been purchased pursuant to this Section 3.6 shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a If the breach described in materially and adversely affects the preceding sentenceinterests of the Issuer, the Certificateholders or the Noteholders, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the date of such purchase, if such date is not a Payment Date or, if such date is a Payment Date, then prior to the close of business on the Business Day preceding prior to such Payment Date (or, if the Servicer elects, an earlier Payment Date)date. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee Trustee, on behalf of the Noteholders, shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representationrepresentation and as prepared by and at the expense of the Servicer, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased and the related Transferred Assets purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.02, 4.03, 4.05 or 4.06 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, provided that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to , then the Servicer shall purchase any Receivable materially and adversely affect the Noteholders or affected by such breach from the Issuer if on the Payment Date following the end of such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such ReceivableCollection Period. Any such purchase by the Servicer shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trustee.. 24 (2013-A Sale and Servicing Agreement)

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate 7 Sale and Servicing Agreement (20[ ]-[ ]) identifying directly or indirectly that receivables are subject to repurchase shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of repurchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that the delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.073.6. Following a If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Servicer to evidence such release, transfer or assignment or more effectively vest in the Servicer or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable repurchased and related Transferred Assets purchased pursuant heretoto this Section 3.6. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as 8 Sale and Servicing Agreement (SDART 20[ ]-[ ]) described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate which identifies the Receivables that are being or have been repurchased shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a If the breach described in materially and adversely affects the preceding sentenceinterests of the Issuer or the Noteholders, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th sixtieth (60th) day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the date of such purchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, then prior to the close of business on the Business Day preceding prior to such Payment Date (or, if the Servicer elects, an earlier Payment Date)repurchase date. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representationrepresentation and as prepared by and at the expense of the Servicer, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased and the related Transferred Assets purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer[, the Owner Trustee, the Certificateholders, the Noteholders Swap Counterparty] and the Indenture Trustee.. (20[ ]-[ ])

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate which identifies the Receivables that are being or have been purchased pursuant to this Section 3.6 shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a If the breach described in materially and adversely affects the preceding sentenceinterests of the Issuer or the Noteholders, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th sixtieth (60th) day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the date of such purchase, if such purchase date is not a Payment Date or, if such purchase date is a Payment Date, then prior to the close of business on the Business Day preceding prior to such Payment Date (or, if the Servicer elects, an earlier Payment Date)purchase date. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representationrepresentation and as prepared by and at the expense of the Servicer, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased and the related Transferred Assets purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.02, 4.03, 4.05 or 4.06 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07. Following a breach described in the preceding sentence, the Servicer shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period Period, which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding such Payment Date date of repurchase (or, if the Servicer Seller elects, an earlier Payment Datedate). Upon payment of such Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer Issuer, the Certificateholders or the Noteholders, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; provided, (i) that 8 Form of Servicing Agreement Table of Contents delivery of a Servicer’s Certificate Report which identifies that Receivables are being or have been purchased pursuant to this Section 3.6 shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach and (ii) the Servicer or the Indenture Trustee shall be deemed to have knowledge of such breach only if a Responsible Officer has actual knowledge thereof, including without limitation upon receipt of written notice thereof to the other partynotice; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a If the breach described in materially and adversely affects the preceding sentenceinterests of the Issuer, the Certificateholders or the Noteholders, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchasepurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the date of such purchase, if such date is not a Payment Date or, if such date is a Payment Date, then prior to the close of business on the Business Day preceding prior to such Payment Date (or, if the Servicer elects, an earlier Payment Date)date. Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee Trustee, on behalf of the Noteholders, shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representationrepresentation and as prepared by and at the expense of the Servicer, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased and the related Transferred Assets purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon The Servicer or the Issuer shall inform the other party and the Indenture Trustee promptly, in writing, upon the discovery by any party hereto of a breach of any breach by the Servicer of its obligations under Section 4.01(a) or 4.05 that would materially and 35 (NAROT 20[ ]-[ ] Sale and Servicing Agreement) adversely affect any Receivable. If the covenants set forth in Section 4.02, 4.03, 4.05 or 4.06 which breach materially and adversely affects the interests of the Issuer or the NoteholdersSecurityholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07. Following a breach described in the preceding sentence, then the Servicer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Distribution Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased Amount. In consideration for of such repurchaseReceivable, the Servicer shall make (or shall cause to be made) a payment to remit the Issuer equal to Repurchase Payment in the Purchased Amount by depositing such amount into the Collection Account manner specified in accordance with Section 5.04 on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date)5.05. Upon payment of such Purchased Amount Repurchase Payment by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary requested of it to vest in the Servicer or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that Neither the obligation Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 4.06. The sole remedy of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the IssuerIndenture Trustee, the Owner Trustee, the Certificateholders, Issuer [or][,] the Noteholders and Securityholders [or the Indenture Trustee[Swap Counterparty][Cap Provider]] against the Servicer with respect to a breach by the Servicer of its obligations under Sections 4.01(a) or 4.05 shall be to require the Servicer to purchase Receivables pursuant to this Section 4.06.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in Sale & Servicing Agreement (VALET 2007-1) each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Swap Counterparty and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the breach described materially and adversely affects the interests of the Issuer or the Noteholders in the preceding sentencesuch Receivable, then the Servicer shall either (a) correct or cure such breach or (b) purchase any such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date date of purchase (or, if the Servicer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased and related Transferred Assets purchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2 , 4.033.3 , 4.05 3.4 or 4.06 3.5 with respect to any Receivable which materially and adversely affects the interests of the Issuer or the NoteholdersNoteholders in any Receivable, the party discovering or receiving written notice of such breach shall give prompt written notice thereof to the other parties hereto; providedprovided , (i) that the delivery of a Servicer’s Certificate Monthly Data File or Investor Report which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt written notice by the Servicer and the Issuer of such breach and (ii) the Indenture Trustee, the Backup Servicer and the Paying Agent shall be deemed to have knowledge of such breach only if a Responsible Officer thereof to the other partyhas received written notice thereof; providedprovided , furtherfurther , that the failure to give such notice shall not affect any obligation of the Initial Servicer under this Section 4.073.6 . Following If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable or if the Initial Servicer is required to purchase a breach described in Receivable pursuant to Section 3.2 , then the preceding sentence, the Initial Servicer shall either (a) correct or cure such breach breach, if applicable, or (b) purchase any such Receivable materially and adversely affected by such breach from the IssuerIssuer (or its assignee), in either case on or before the Business Day before the Payment Date following the end of the Collection Period which includes the 60th 60 th day (or, if the Initial Servicer elects, an earlier Payment Datedate) after the date that the Initial Servicer became aware or was notified of such breachbreach or obligation to repurchase, as applicable. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Initial Servicer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchasepurchase, the Initial Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trustee.such

Purchase of Receivables Upon Breach. Upon discovery by any party hereto of a breach of any of the covenants set forth in Section 4.023.2, 4.033.3, 4.05 3.4 or 4.06 3.5 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of a the Servicer’s Certificate shall be deemed to constitute prompt written notice thereof to by the other partyServicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07hereunder. Following a breach described in the preceding sentence, If the Servicer shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Datedate) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Servicer shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding such Payment Date (or, if the Servicer elects, an earlier Payment Date). Upon payment of such Purchased Amount Repurchase Price by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders Issuer and the Indenture Trustee.