Common use of Repurchase upon Breach Clause in Contracts

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee).

Repurchase upon Breach. Upon discovery If the Seller discovers, or is notified by or notice to a Responsible Officer of the Purchaser or Santander Consumer of Requesting Party with a Repurchase Request regarding, a breach of any of the representations and warranties set forth in Section 3.3 with respect 3.02(b) to any Receivable the Receivables Purchase Agreement at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivablemade, the party discovering such breach or receiving such notice shall give prompt written notice thereof Seller will investigate the Receivable to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If confirm the breach materially and adversely affects determine if the interests of breach triggers a Repurchase Event. Following a Repurchase Event, the Issuer or the Noteholders in such Receivable, then Santander Consumer Seller shall either (a) correct or cure such breach or (b) repurchase purchase any Receivable materially and adversely affected by such Receivable breach from the Purchaser (or its assignee)Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer the Seller elects, an earlier datePayment Date) after the date Santander Consumer that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to have a material materially and adverse effect adversely affect the Noteholders or the Issuer if such breach or failure has does not affected affect the ability of the Purchaser (Issuer or its assignee) the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase PricePurchased Amount. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price Purchased Amount by depositing such amount into the Collection Account prior to noon, New York City time, in accordance with Section 5.04 on such date the Business Day preceding the Payment Date of repurchase (or, if Santander Consumer the Seller elects, an earlier datePayment Date). Upon payment of such Repurchase Price Purchased Amount by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer necessary to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation right to cause the Seller to purchase (or to enforce the obligations of Santander Consumer Seller under the Receivables Purchase Agreement to repurchase purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.03.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving written notice of such notice breach shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee).

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.3 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)Purchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)repurchase. Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.43.3. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable part (b) of Exhibit A at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, provided that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Seller does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach. Any , then the Seller shall purchase any Receivable materially and adversely affected by such breach or failure will be deemed not to have a material and adverse effect if from the Issuer on the Payment Date following the end of such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such ReceivableCollection Period. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase PricePurchased Amount. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price Purchased Amount by depositing such amount into the Collection Account prior to noon, New York City time, in accordance with Section 5.04 on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price Purchased Amount by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer necessary to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation right to cause the Seller to purchase (or to enforce the obligations of Santander Consumer Seller under the Receivables Purchase Agreement to repurchase purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.03.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of XXXX or the Purchaser or Santander Consumer Bank of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer Issuer, the Noteholders or the Noteholders in such ReceivableCertificateholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate Report which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Bank hereunder. If the breach materially and adversely affects the interests of the Issuer Issuer, the Noteholders or the Noteholders in such ReceivableCertificateholders, then Santander Consumer the Bank shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser XXXX (or its assignee), 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 Santander Consumer the Bank elects, an earlier date) after the date Santander Consumer that the Bank became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser XXXX (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Bank shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Bank shall make (or shall cause to be made) a payment to the Purchaser XXXX (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such the date of such repurchase, if such repurchase (date is not a Payment Date or, if Santander Consumer electssuch repurchase date is a Payment Date, an earlier then prior to the close of business on the Business Day prior to such repurchase date). Upon payment of such Repurchase Price by Santander Consumerthe Bank, the Purchaser XXXX (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer the Bank to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Bank or its designee any Receivable and the related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer the Bank to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser XXXX (or its assignee).

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.3 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.43.3. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon The Seller, the Servicer, the Issuer, the Indenture Trustee and 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 or notice to a Responsible Officer of any breach of the Purchaser or Santander Consumer of a breach of any of the Seller’s representations and warranties set forth in pursuant to Section 3.3 with respect to any Receivable at the time such representations and warranties were made which 3.01 that materially and adversely affects the interests of the Issuer or the Noteholders Securityholders in such any Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that the delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased pursuant to Section 4.08 shall be deemed to constitute prompt written notice by Santander Consumer and the Purchaser Servicer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders Securityholders in such Receivable, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect on the interests of Securityholders if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchaseof the purchase of the Receivables, Santander Consumer the Seller shall make remit (or shall cause to be maderemitted) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into Payment in the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date)manner specified in Section 5.05. Upon payment of such Repurchase Price Payment by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer of it to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. The Indenture Trustee and the Owner Trustee shall not be deemed to have knowledge of any breach of the Seller’s representations and warranties unless an Authorized Officer has actual knowledge thereof or has received written notice thereof in accordance with the Basic Documents. 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 3.43.02. It is understood The sole remedy of the Issuer, the Indenture Trustee (by operation of the assignment of the Issuer’s rights hereunder pursuant to the Indenture), or any Securityholder with respect to a breach with a material adverse effect on the interests of Securityholders caused by the Seller’s representations and agreed that warranties pursuant to Section 3.01, shall be to require the obligation of Santander Consumer Seller to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available Receivables pursuant to the Purchaser (or its assignee)this Section 3.02.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee).

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies identifying directly or indirectly that Receivables receivables are being or have been repurchased subject to repurchase shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee).

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer VCI of a breach of any of the representations and warranties set forth in Section 3.3 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer VCI and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer VCI hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders Noteholder in such Receivable, then Santander Consumer VCI shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)Purchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer VCI elects, an earlier date) after the date Santander Consumer that VCI became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer VCI shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer VCI shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)repurchase. Upon payment of such Repurchase Price by Santander ConsumerVCI, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer VCI to evidence such release, transfer or assignment or more effectively vest in Santander Consumer VCI or its designee any Receivable and any related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer VCI to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 2.3 with respect to any Receivable at the time such representations and warranties were made which breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer, the Seller and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (orrepurchase, or earlier date, if Santander Consumer elects, an earlier date)elected by the Seller. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer of it to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer right to cause the Seller to repurchase (or to enforce the obligations of VCI under the Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer 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 2.4.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer VCI of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer VCI and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer VCI hereunder. Any inaccuracy in the representations or warranties shall be deemed not to constitute a breach if such inaccuracy does not affect the ability of the Issuer to receive or retain payment in full on the Receivable. If the breach materially and adversely affects the interests of the Issuer or the Noteholders Noteholder in such Receivable, then Santander Consumer VCI shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer VCI elects, an earlier date) after the date Santander Consumer that VCI became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer VCI shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer VCI shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)repurchase. Upon payment of such Repurchase Price by Santander ConsumerVCI, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer VCI to evidence such release, transfer or assignment or more effectively vest in Santander Consumer VCI or its designee any Receivable and any related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer VCI to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer the Bank of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 3.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate Certificate, which identifies that Receivables are being or have been repurchased repurchased, shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser Servicer (if the Bank is the Servicer) of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Bank hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Bank does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Bank elects, an earlier date) after the date Santander Consumer that the Bank became aware or was notified of such breach, then the Bank shall purchase any Receivable materially and adversely affected by such breach from the Purchaser on the Payment Date following the end of such Collection Period. Any such breach or failure will be deemed to not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including Liquidation Proceeds. Any such purchase by Santander Consumer the Bank shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Bank shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander Consumerthe Bank, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer the Bank to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Bank or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer the Bank to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.3 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.43.3. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer the Bank of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 3.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate Certificate, which identifies that Receivables are being or have been repurchased repurchased, shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser Servicer (if the Bank is the Servicer) of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Bank hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Bank does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Bank elects, an earlier date) after the date Santander Consumer that the Bank became aware or was notified of such breach, then the Bank shall purchase any Receivable materially and adversely affected by such breach from the Purchaser on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including Liquidation Proceeds. Any such purchase by Santander Consumer the Bank shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Bank shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander Consumerthe Bank, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer the Bank to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Bank or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer the Bank to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer the Bank of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate Certificate, which identifies that Receivables are being or have been repurchased repurchased, shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Seller of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Bank hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Bank does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Bank elects, an earlier date) after the date Santander Consumer that the Bank became aware or was notified of such breach. Any , then the Bank shall purchase any Receivable materially and adversely affected by such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of from the Purchaser (or its assignee) to receive and retain timely payment in full on the Payment Date following the end of such ReceivableCollection Period. Any such purchase by Santander Consumer the Bank shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Bank shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander Consumerthe Bank, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer the Bank to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Bank or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer the Bank to repurchase any Receivable as described above shall constitute the sole remedy respecting with respect to such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer COAF of a breach of any of the representations and warranties set forth in Section 3.3 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer Issuer, the Note Insurer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer COAF hereunder. If the breach materially and adversely affects the interests of the Issuer Purchaser, the Issuer, the Note Insurer or the Noteholders in such Receivable, then Santander Consumer COAF shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)Purchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer COAF became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer COAF shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer COAF shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)repurchase. Upon payment of such Repurchase Price by Santander ConsumerCOAF, the Purchaser (or its assignee) shall release and shall execute and deliver a COAF Re-Assignment and COAF Cross Receipt substantially in the forms of Exhibit B-1 and B-2, respectively, and any such other instruments of release, transfer or assignment, assignment in each case without recourse or representation, as may be reasonably requested by Santander Consumer COAF to evidence such release, transfer or assignment or more effectively vest in Santander Consumer COAF or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.43.3. It is understood and agreed that that, unless COAF fails to purchase any Receivable as described above, the obligation of Santander Consumer COAF to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer Issuer, the Note Insurer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer Issuer, the Note Insurer or the Noteholders in such Receivable, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)repurchase. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) Indenture Trustee, on behalf of the Indenture Secured Parties, and the Issuer shall release and shall execute and deliver a Seller Re-Assignment and Seller Cross Receipt substantially in the forms of Exhibit H-1 and H-2, respectively, and any such other instruments of release, transfer or assignment, assignment in each case without recourse or representation, as may be reasonably requested by Santander Consumer the Seller to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Purchased Transferred Assets repurchased pursuant to this Section 3.42.3. It is understood and agreed that that, unless the Seller fails to repurchase (or fails to enforce the obligation of Santander Consumer COAF under the Purchase Agreement to repurchase) any Receivable as described above, the right to cause the Seller to repurchase (or to enforce the obligations of COAF under the Purchase Agreement to repurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer, the Note Insurer 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 2.3.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer VCI of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer VCI and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer VCI hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders Noteholder in such Receivable, then Santander Consumer VCI shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer VCI elects, an earlier date) after the date Santander Consumer that VCI became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer VCI shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer VCI shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)repurchase. Upon payment of such Repurchase Price by Santander ConsumerVCI, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer VCI to evidence such release, transfer or assignment or more effectively vest in Santander Consumer VCI or its designee any Receivable and any related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer VCI to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery (a) The Bank hereby covenants and agrees that if the Bank discovers or is notified by or notice to a Responsible Officer of the Purchaser or Santander Consumer of Requesting Party with a Repurchase Request regarding a breach of any of the Bank’s representations and warranties set forth in Section 3.3 3.2 with respect to any Receivable at the time such representations and warranties were made which made, the Bank will investigate the Receivable to confirm the breach and determine if the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivableand triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparty hereto; provided, that delivery of a Servicer’s Certificate which identifies the Receivables that Receivables are being or have been repurchased shall be deemed to constitute prompt written notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunderthe Bank under this Section 3.3(a). If Following a Repurchase Event, the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer Bank shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)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 Santander Consumer the Bank elects, an earlier date) after the date Santander Consumer that the Bank became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to have a material and adverse effect on the Noteholders or the Issuer if such breach or failure has does not affected affect the ability of the Purchaser (Issuer or its assignee) the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Bank shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Bank shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such the date of such repurchase, if such repurchase (date is not a Payment Date or, if Santander Consumer electssuch repurchase date is a Payment Date, an earlier then prior to the close of business on the Business Day prior to such repurchase date). Upon payment of such Repurchase Price by Santander Consumerthe Bank, the Purchaser (or its assignee) 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 may be reasonably requested by Santander Consumer the Bank to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Bank or its designee any Receivable and the related Purchased Bank Transferred Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer the Bank to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to FTH LLC, the Purchaser (or its assignee)Depositor, the Issuer, the Noteholders, the Delaware Trustee, the Owner Trustee, the Certificateholders and the Indenture Trustee.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer Issuer, the Note Insurer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer Issuer, the Note Insurer or the Noteholders in such Receivable, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)repurchase. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) Indenture Trustee, on behalf of the Indenture Secured Parties, and the Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer the Seller to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Purchased Transferred Assets repurchased pursuant to this Section 3.42.3. It is understood and agreed that that, unless the Seller fails to repurchase (or fails to enforce the obligation of Santander Consumer COAF under the Purchase Agreement to repurchase) any Receivable as described above, the right to cause the Seller to repurchase (or to enforce the obligations of COAF under the Purchase Agreement to repurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer, the Note Insurer 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 2.3.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies identifying directly or indirectly that Receivables receivables are being or have been repurchased subject to repurchase shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee).

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer FTH LLC of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 3.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies the Receivables that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer FTH LLC hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, then Santander Consumer FTH LLC shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)Purchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer FTH LLC elects, an earlier date) after the date Santander Consumer that FTH LLC became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer FTH LLC shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer FTH LLC shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such the date of such repurchase, if such repurchase (date is not a Payment Date or, if Santander Consumer electssuch repurchase date is a Payment Date, an earlier then prior to the close of business on the Business Day prior to such repurchase date). Upon payment of such Repurchase Price by Santander ConsumerFTH LLC, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer FTH LLC to evidence such release, transfer or assignment or more effectively vest in Santander Consumer FTH LLC or its designee any Receivable and the related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer FTH LLC to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee).

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser Depositor or Santander Consumer the Bank of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer Issuer, the Noteholders or the Noteholders in such ReceivableCertificateholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate Report which identifies the Receivables that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Bank hereunder. If the breach materially and adversely affects the interests of the Issuer Issuer, the Noteholders or the Noteholders in such ReceivableCertificateholders, then Santander Consumer the Bank shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser Depositor (or its assignee), 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 Santander Consumer the Bank elects, an earlier date) after the date Santander Consumer that the Bank became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser Depositor (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Bank shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Bank shall make (or shall cause to be made) a payment to the Purchaser Depositor (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, on such the date of such repurchase, if such repurchase (date is not a Payment Date or, if Santander Consumer electssuch repurchase date is a Payment Date, an earlier then prior to the close of business on the Business Day prior to such repurchase date). Upon payment of such Repurchase Price by Santander Consumerthe Bank, the Purchaser Depositor (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer the Bank to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Bank or its designee any Receivable and the related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer the Bank to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser Depositor (or its assignee).

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer, the Seller and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)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 Santander Consumer elects, an earlier date) after the date Santander Consumer the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)repurchase. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) Indenture Trustee, on behalf of the Noteholders, and the Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer the Seller to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Purchased Transferred Assets repurchased pursuant to this Section 3.42.3. It is understood and agreed that the obligation right to cause the Seller to repurchase (or to enforce the obligations of Santander Consumer under the Purchase Agreement to repurchase repurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer 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 2.3.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser Depositor or Santander Consumer Seller of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 3.02(b) at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate Certificate, which identifies that Receivables are being or have been repurchased repurchased, shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser Seller (if the Seller is the Servicer) of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Seller does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer Seller elects, an earlier date) after the date Santander Consumer that Seller became aware or was notified of such breach, then Seller shall purchase any Receivable materially and adversely affected by such breach from the Depositor on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser Depositor (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by Santander Consumer Seller shall be at a price equal to the related Repurchase PricePurchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3 of the Sale and Servicing Agreement). In consideration for such repurchase, Santander Consumer Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Depositor equal to the Repurchase Price Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account, with respect to such Receivables, pursuant to Section 3.3 of the Sale and Servicing Agreement) by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account, with respect to such Receivables, pursuant to Section 3.3 of the Sale and Servicing Agreement) by Santander ConsumerSeller, the Purchaser (or its assignee) Depositor shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may shall be reasonably requested by Santander Consumer necessary to evidence such release, transfer or assignment or more effectively vest in Santander Consumer Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer Seller to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Depositor.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.3 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)Purchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date)repurchase. Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.43.3. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.3 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)Purchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breach. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)repurchase. Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.43.3. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer, the Seller and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)repurchase. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) Indenture Trustee, on behalf of the Noteholders, and the Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer the Seller to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Purchased Transferred Assets repurchased pursuant to this Section 3.42.3. It is understood and agreed that the obligation right to cause the Seller to repurchase (or to enforce the obligations of Santander Consumer under the Purchase Agreement to repurchase repurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer 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 2.3.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer BAC of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving written notice of such notice breach shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer BAC and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer BAC hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer BAC shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assigneeany subsequent assignee of the Purchaser), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer BAC elects, an earlier date) after the date Santander Consumer BAC became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer BAC shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer BAC shall make (or shall cause to be made) a payment to the Purchaser (or its assigneeany subsequent assignee of the Purchaser) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City timeMountain Standard Time, on such date of repurchase (or, if Santander Consumer BAC elects, an earlier date). Upon payment of such Repurchase Price by Santander ConsumerBAC, the Purchaser (or its assigneeany subsequent assignee of the Purchaser) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer BAC to evidence such release, transfer or assignment or more effectively vest in Santander Consumer BAC or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer BAC to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assigneeany subsequent assignee of the Purchaser).

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 2.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Seller does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach, then the Seller 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 have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer necessary to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation right to cause the Seller to purchase (or to enforce the obligations of Santander Consumer COAF under the Purchase Agreement to repurchase purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer 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 2.3.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer the Seller became aware of or was notified of such breach. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such the date of repurchase (or, if Santander Consumer elects, an earlier date)such repurchase. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) Issuer and the Indenture Trustee shall release and shall execute and deliver a Seller Re-Assignment and Seller Cross Receipt substantially in the forms of Exhibit G-1 and G-2, respectively, and any such other instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer the Seller to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Purchased Transferred Assets repurchased pursuant to this Section 3.42.3. It is understood and agreed that the obligation of Santander Consumer right to cause the Seller to repurchase (or to enforce the obligations of COAF under the Purchase Agreement to repurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer 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 2.3.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer FTH LLC of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 3.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer FTH LLC hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) FTH LLC does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer FTH LLC elects, an earlier date) after the date Santander Consumer that FTH LLC became aware or was notified of such breach, then FTH LLC shall purchase any Receivable materially and adversely affected by such breach from the Purchaser on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer FTH LLC shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer FTH LLC shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander ConsumerFTH LLC, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer FTH LLC to evidence such release, transfer or assignment or more effectively vest in Santander Consumer FTH LLC or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer FTH LLC to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery If the Seller discovers or is notified by or notice to a Responsible Officer of the Purchaser or Santander Consumer of Requesting Party with a Repurchase Request regarding a breach of any of the representations and warranties set forth in Section 3.3 with respect Exhibit A to any Receivable the Receivables Purchase Agreement at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivablemade, the party discovering such breach or receiving such notice shall give prompt written notice thereof Seller will investigate the Receivable to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If confirm the breach materially and adversely affects determine if the interests of breach triggers a Repurchase Event. Following a Repurchase Event, the Issuer or the Noteholders in such Receivable, then Santander Consumer Seller shall either (a) correct or cure such breach or (b) repurchase purchase any Receivable materially and adversely affected by such Receivable breach from the Purchaser (or its assignee)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 Santander Consumer the Seller elects, an earlier datePayment Date) after the date Santander Consumer that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to have a material materially and adverse effect adversely affect the Noteholders or the Issuer if such breach or failure has does not affected affect the ability of the Purchaser (Issuer or its assignee) the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase PricePurchased Amount. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price Purchased Amount by depositing such amount into the Collection Account prior to noon, New York City time, in accordance with Section 5.04 on such date the Business Day preceding the Payment Date of repurchase (or, if Santander Consumer elects, an earlier date)repurchase. Upon payment of such Repurchase Price Purchased Amount by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer necessary to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation right to cause the Seller to purchase (or to enforce the obligations of Santander Consumer Seller under the Receivables Purchase Agreement to repurchase purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.03.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 2.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Seller does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach, then the Seller 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 Seller elects, an earlier date). Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (orPayment Date, or earlier date, if Santander Consumer elects, an earlier date)elected by the Seller. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer of it to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation right to cause the Seller to purchase (or to enforce the obligations of Santander Consumer VCI under the Purchase Agreement to repurchase purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer 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 2.3.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 2.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser Servicer (if the Bank is the Servicer) of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Seller does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach, then the Seller 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 Seller elects, an earlier date). Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to collect, receive and retain timely payment in full on such Receivable, including Liquidation Proceeds. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (orPayment Date, or earlier date, if Santander Consumer elects, an earlier date)elected by the Seller. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer of it to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation right to cause the Seller to purchase (or to enforce the obligations of Santander Consumer the Bank under the Purchase Agreement to repurchase purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer 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 2.3. Notwithstanding anything herein to the contrary, the Seller shall only be obligated to pay such Repurchase Price and repurchase the related Receivable to the extent it receives the Repurchase Price from the Bank pursuant to Section 3.3 of the Purchase Agreement.

Repurchase upon Breach. Upon discovery by any party hereto or notice to a Responsible by an Authorized Officer of the Purchaser or Santander Consumer Indenture Trustee of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 2.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto 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 repurchased, shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Depositor hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Depositor does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Depositor elects, an earlier date) after the date Santander Consumer that the Depositor became aware or was notified of such breach, then the Depositor 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 Depositor elects, an earlier date). Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by Santander Consumer the Depositor shall be at a price equal to the related Repurchase PricePurchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3). In consideration for such repurchase, Santander Consumer the Depositor shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price 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 prior to noon11:00 a.m., New York City time, time on such date of repurchase (orPayment Date, or earlier date, if Santander Consumer elects, an earlier date)elected by the Depositor. Upon payment of such Repurchase Price 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 Santander Consumerthe Depositor, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer of it to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Depositor or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation right to cause the Depositor to purchase (or to enforce the obligations of Santander Consumer the Seller under the Receivables Purchase Agreement to repurchase purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (Issuer 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 2.3 or its assignee)the eligibility of any Receivable for purposes of this Agreement. Notwithstanding anything herein to the contrary, the Depositor shall only be obligated to pay such Purchase Amount and repurchase the related Receivable to the extent it receives the Purchase Amount from the Seller pursuant to Section 3.03 of the Receivables Purchase Agreement.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser Depositor or Santander Consumer the Originator of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 3.2 at the time such representations and warranties were made (regardless of any knowledge limitation with respect to any such representation and warranty) or its obligations contained in Section 3.4(a), (b), (c) and Section 3.5 which materially and adversely affects the interests of the Issuer Issuer, the Insurer or the Noteholders in such Receivablethe Contracts, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparty and the Insurer; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Originator hereunder. If the Originator does not correct or cure such breach prior to the end of the first full Collection Period after the date the Originator became aware or was notified of such breach, then the Originator shall repurchase any Contract affected by such breach which materially and adversely affects the interests of the Issuer Issuer, the Insurer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable Contract from the Purchaser (or its assignee), in either case Depositor on or before the Payment Date following the end such last day. Any breach of the Collection Period which includes representation set forth in clause (a)(vii) of Schedule I shall be deemed to automatically, materially and adversely affect the 60th day (or, if Santander Consumer elects, an earlier date) after interests of the date Santander Consumer became aware or was notified of such breachInsurer. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected repurchase by the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer Originator shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Originator shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Depositor equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumerthe Originator, the Purchaser (or its assignee) Depositor shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may shall be reasonably requested by Santander Consumer necessary to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Originator or its designee any Receivable and related Purchased Assets Contract repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer the Originator to repurchase any Receivable Contract as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Depositor.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer COAF of a breach of any of the representations and warranties set forth described in Section 3.3 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer COAF hereunder. If the breach materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in such Receivable, then Santander Consumer COAF shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)Purchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer that COAF became aware or was notified of such breach. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer COAF shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer COAF shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such the date of repurchase (or, if Santander Consumer elects, an earlier date)such repurchase. Upon payment of such Repurchase Price by Santander ConsumerCOAF, the Purchaser (or its assignee) shall release and shall execute and deliver a COAF Re-Assignment and COAF Cross Receipt substantially in the forms of Exhibit B-1 and B-2, respectively, and any such other instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer COAF to evidence such release, transfer or assignment or more effectively vest in Santander Consumer COAF or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.43.3. It is understood and agreed that the obligation of Santander Consumer COAF to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer COAF of a breach of any of the representations and warranties set forth in Section 3.3 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer Issuer, the Note Insurer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer COAF hereunder. If the breach materially and adversely affects the interests of the Issuer Purchaser, the Issuer, the Note Insurer or the Noteholders in such Receivable, then Santander Consumer COAF shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)Purchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer COAF became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer COAF shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer COAF shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)repurchase. Upon payment of such Repurchase Price by Santander ConsumerCOAF, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer COAF to evidence such release, transfer or assignment or more effectively vest in Santander Consumer COAF or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.43.3. It is understood and agreed that that, unless COAF fails to purchase any Receivable as described above, the obligation of Santander Consumer COAF to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of FTH LLC or the Purchaser or Santander Consumer Bank of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 3.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies the Receivables that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Bank hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, then Santander Consumer the Bank shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)FTH LLC, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer the Bank elects, an earlier date) after the date Santander Consumer that the Bank became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser FTH LLC (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Bank shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Bank shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) FTH LLC equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such the date of such repurchase, if such repurchase (date is not a Payment Date or, if Santander Consumer electssuch repurchase date is a Payment Date, an earlier then prior to the close of business on the Business Day prior to such repurchase date). Upon payment of such Repurchase Price by Santander Consumerthe Bank, the Purchaser (or its assignee) FTH LLC shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer the Bank to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Bank or its designee any Receivable and the related Purchased Bank Transferred Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer the Bank to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)FTH LLC.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser Issuer or Santander Consumer the Seller of a breach of any of the representations and warranties set forth in Section 3.3 3.7 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer Issuer, the Noteholders or the Noteholders in such ReceivableCertificateholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate Report which identifies the Receivables that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer Issuer, the Noteholders or the Noteholders in such ReceivableCertificateholders, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser Issuer (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, on such the date of such repurchase, if such repurchase (date is not a Payment Date or, if Santander Consumer electssuch repurchase date is a Payment Date, an earlier then prior to the close of business on the Business Day prior to such repurchase date). Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer the Seller to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and the related Purchased Transferred Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer the Seller to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer, the Seller and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer the Seller became aware or was notified of such breach. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)repurchase. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) Indenture Trustee, on behalf of the Noteholders, and the Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer the Seller to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Purchased Transferred Assets repurchased pursuant to this Section 3.42.3. It is understood and agreed that the obligation right to cause the Seller to repurchase (or to enforce the obligations of Santander Consumer under the Purchase Agreement to repurchase repurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer 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 2.3.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 2.2 with respect to any Receivable Contract at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer Issuer[, the Insurer] or the Noteholders in such ReceivableContract, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer Issuer[, the Insurer] or the Noteholders in such ReceivableContract, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable Contract from the Purchaser (or its assignee)Issuer, in either case on or before the Payment Date following the end of the first full Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)repurchase. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) Indenture Trustee, on behalf of the Indenture Secured Parties, and the Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer the Seller to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable Contract and related Purchased Transferred Assets repurchased pursuant to this Section 3.42.3. It is understood and agreed that that, unless the Seller fails to repurchase (or fails to enforce the obligation of Santander Consumer the Originator under the Contribution Agreement to repurchase) any Contract as described above, the right to cause the Seller to repurchase (or to enforce the obligations of the Originator under the Contribution Agreement to repurchase) any Receivable Contract as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer[, the Insurer] 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 Contract pursuant to this Section 2.3.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser FTH LLC or Santander Consumer [Originator] of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 3.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer [Originator] hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) [Originator] does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer [Originator] elects, an earlier date) after the date Santander Consumer that [Originator] became aware or was notified of such breach, then [Originator] shall purchase any Receivable materially and adversely affected by such breach from FTH LLC on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser FTH LLC (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer [Originator] shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer [Originator] shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) FTH LLC equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander Consumer[Originator], the Purchaser (or its assignee) FTH LLC shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer [Originator] to evidence such release, transfer or assignment or more effectively vest in Santander Consumer [Originator] or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer [Originator] to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)FTH LLC.

Repurchase upon Breach. Upon The Seller, the Servicer, the Issuer, the Indenture Trustee and 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 or notice to a Responsible Officer of any breach of the Purchaser or Santander Consumer of a breach of any of the Seller’s representations and warranties set forth in pursuant to Section 3.3 with respect to any Receivable at the time such representations and warranties were made which 3.01 that materially and adversely affects the interests of the Issuer or the Noteholders Securityholders in such any Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that the delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased pursuant to Section 4.08 shall be deemed to constitute prompt written notice by Santander Consumer and the Purchaser Servicer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders Securityholders in such Receivable, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect on the interests of Securityholders if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchaseof the purchase of the Receivables, Santander Consumer the Seller shall make remit (or shall cause to be maderemitted) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into Payment in the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date)manner specified in Section 5.05. Upon payment of such Repurchase Price Payment by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer of it to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. The Indenture Trustee and the Owner Trustee shall not be deemed to have knowledge of any breach of the Seller’s representations and warranties unless an Authorized Officer has actual knowledge thereof or has received written notice thereof in accordance with the Basic Documents. 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 3.43.02. It is understood The sole remedy of the Issuer, the Indenture Trustee (by operation 25 (NAROT 2020-A Sale and agreed that Servicing Agreement) of the obligation assignment of Santander Consumer the Issuer’s rights hereunder pursuant to the Indenture), or any Securityholder with respect to a breach with a material adverse effect on the interests of Securityholders caused by the Seller’s representations and warranties pursuant to Section 3.01, shall be to require the Seller to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available Receivables pursuant to the Purchaser (or its assignee)this Section 3.02.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer COAF of a breach of any of the representations and warranties set forth in Section 3.3 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer Issuer, the Note Insurer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer COAF hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) COAF does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Purchaser elects, an earlier date) after the date Santander Consumer that COAF became aware or was notified of such breach. Any , then COAF shall purchase from the Purchaser any Receivable affected by such breach or failure will be deemed not to have a material which materially and adverse effect if such breach or failure has not affected adversely affects the ability interests of the Purchaser (Issuer, the Note Insurer or its assignee) to receive and retain timely payment the Noteholders in full such Receivable on the Payment Date following the end of such ReceivableCollection Period. Any such purchase by Santander Consumer COAF shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer COAF shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander ConsumerCOAF, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer COAF to evidence such release, transfer or assignment or more effectively vest in Santander Consumer COAF or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.43.3. It is understood and agreed that that, unless COAF fails to purchase any Receivable as described above, the obligation of Santander Consumer COAF to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer BAC of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving written notice of such notice breach shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer BAC and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer BAC hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer BAC shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assigneeany subsequent assignee of the Purchaser), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer BAC elects, an earlier date) after the date Santander Consumer BAC became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser (or its assigneeany subsequent assignee of the Purchaser) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer BAC shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer BAC shall make (or shall cause to be made) a payment to the Purchaser (or its assigneeany subsequent assignee of the Purchaser) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City timeMountain Standard Time, on such date of repurchase (or, if Santander Consumer BAC elects, an earlier date). Upon payment of such Repurchase Price by Santander ConsumerBAC, the Purchaser (or its assigneeany subsequent assignee of the Purchaser) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer BAC to evidence such release, transfer or assignment or more effectively vest in Santander Consumer BAC or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer BAC to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assigneeany subsequent assignee of the Purchaser).

Repurchase upon Breach. Upon discovery If the Seller discovers, or is notified by or notice to a Responsible Officer of the Purchaser or Santander Consumer of Requesting Party with a Repurchase Request regarding, a breach of any of the representations and warranties set forth in Section 3.3 with respect 3.02(b) to any Receivable the Receivables Purchase Agreement at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivablemade, the party discovering such breach or receiving such notice shall give prompt written notice thereof Seller will investigate the Receivable to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If confirm the breach materially and adversely affects determine if the interests of breach triggers a Repurchase Event. Following a Repurchase Event, the Issuer or the Noteholders in such Receivable, then Santander Consumer Seller shall either (a) correct or cure such breach or (b) repurchase purchase any Receivable materially and adversely affected by such Receivable breach from the Purchaser (or its assignee)Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer the Seller elects, an earlier datePayment Date) after the date Santander Consumer that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to have a material materially and adverse effect adversely affect the Noteholders or the Issuer if such breach or failure has does not affected affect the ability of the Purchaser (Issuer or its assignee) the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase PricePurchased Amount. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price Purchased Amount by depositing such amount into the Collection Account prior to noon, New York City time, in accordance with Section 5.04 on such date the Business Day preceding the Payment Date of repurchase (or, if Santander Consumer the Seller elects, an earlier datePayment Date). Upon payment of such Repurchase Price Purchased Amount by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer necessary to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation right to cause the Seller to purchase (or to enforce the obligations of Santander Consumer Seller under the Receivables Purchase Agreement to repurchase purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.03. (or its assignee2019-B Sale and Servicing Agreement).

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 2.2 with respect to any Receivable at the time such representations and warranties were made which breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer, the Seller and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Seller does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach, then the Seller 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 Seller elects, an earlier date). Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on Sale & Servicing Agreement (VALET 2011-1) such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (orPayment Date, or earlier date, if Santander Consumer elects, an earlier date)elected by the Seller. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer of it to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation right to cause the Seller to purchase (or to enforce the obligations of Santander Consumer VCI under the Purchase Agreement to repurchase purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer 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 2.3.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 2.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser Servicer (if the Bank is the Servicer) of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Seller does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach, then the Seller 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 Seller elects, an earlier date). Any such breach or failure will be deemed to not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to collect, receive and retain timely payment in full on such Receivable, including Liquidation Proceeds. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into 708320802 14443670 2 Sale and Servicing Agreement (USAA 2014-1) the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (orPayment Date, or earlier date, if Santander Consumer elects, an earlier date)elected by the Seller. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer of it to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer right to cause the Seller to repurchase (or to enforce the obligations of the Bank under the Purchase Agreement to repurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer 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 2.3. Notwithstanding anything herein to the contrary, the Seller shall only be obligated to pay such Repurchase Price and repurchase the related Receivable to the extent it receives the Repurchase Price from the Bank pursuant to Section 3.3 of the Purchase Agreement.

Repurchase upon Breach. Upon discovery If the Seller discovers, or is notified by or notice to a Responsible Officer of the Purchaser or Santander Consumer of Requesting Party with a Repurchase Request regarding, a breach of any of the representations and warranties set forth in Section 3.3 with respect 3.02(b) to any Receivable the Receivables Purchase Agreement at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivablemade, the party discovering such breach or receiving such notice shall give prompt written notice thereof Seller will investigate the Receivable to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If confirm the breach materially and adversely affects determine if the interests of breach triggers a Repurchase Event. Following a Repurchase Event, the Issuer or the Noteholders in such Receivable, then Santander Consumer Seller shall either (a) correct or cure such breach or (b) repurchase purchase any Receivable materially and adversely affected by such Receivable breach from the Purchaser (or its assignee)Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer the Seller elects, an earlier datePayment Date) after the date Santander Consumer that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to have a material materially and adverse effect adversely affect the Noteholders or the Issuer if such breach or failure has does not affected affect the ability of the Purchaser (Issuer or its assignee) the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase PricePurchased Amount. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price Purchased Amount by depositing such amount into the Collection Account prior to noon, New York City time, in accordance with Section 5.04 on such date the Business Day preceding the Payment Date of repurchase (or, if Santander Consumer the Seller elects, an earlier datePayment Date). Upon payment of such Repurchase Price Purchased Amount by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer necessary to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation right to cause the Seller to purchase (or to enforce the obligations of Santander Consumer Seller under the Receivables Purchase Agreement to repurchase purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.03. 5 (or its assignee2021-C Sale and Servicing Agreement).

Repurchase upon Breach. Upon The Seller, the Servicer, the Issuer, the Indenture Trustee and 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 or notice to a Responsible Officer of any breach of the Purchaser or Santander Consumer of a breach of any of the Seller’s representations and warranties set forth in pursuant to Section 3.3 with respect to any Receivable at the time such representations and warranties were made which 3.01 that materially and adversely affects the interests of the Issuer or the Noteholders Securityholders in such any Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that the delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased pursuant to Section 4.08 shall be deemed to constitute prompt written notice by Santander Consumer and the Purchaser Servicer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders Securityholders in such Receivable, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect on the interests of Securityholders if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchaseof the purchase of the Receivables, Santander Consumer the Seller shall make remit (or shall cause to be maderemitted) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into Payment in the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date)manner specified in Section 5.05. Upon payment of such Repurchase Price Payment by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer of it to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. The Indenture Trustee and the Owner Trustee shall not be deemed to have knowledge of any breach of the Seller’s representations and warranties unless an Authorized Officer has actual knowledge thereof or has received written notice thereof in accordance with the Basic Documents. 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 3.43.02. It is understood The sole remedy of the Issuer, the Indenture Trustee (by operation of the assignment of the Issuer’s rights hereunder pursuant to the Indenture), or any Securityholder with respect to a breach with a material adverse effect on the interests of Securityholders caused by the Seller’s representations and agreed that warranties pursuant to Section 3.01, shall be to require the obligation of Santander Consumer Seller to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available Receivables pursuant to the Purchaser this Section 3.02. 28 (or its assigneeNAROT 2020-B Sale and Servicing Agreement).

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible (a) The Seller, the Servicer, any Sub-Servicer, the Insurer, any Trust Officer of the Purchaser Trust Collateral Agent or Santander Consumer the Owner Trustee, as the case may be, shall promptly inform each of a the other parties and the Insurer, in writing, upon the discovery of any breach of any of the Seller's representations and warranties set forth in made pursuant to Section 3.3 with respect to any Receivable at the time such representations and warranties were made 3.1 which materially and adversely affects the interests of the Issuer Noteholders or the Noteholders Insurer in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to related Receivable (any Sub-Servicer being so obligated under the other partyrelated Sub-Servicing Agreement); provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, furtherhowever, that the failure to give any such notice shall not affect derogate from any obligation obligations of Santander Consumer hereunderthe Seller under this Section 3.2. In addition, with respect to any Receivables in respect of which the Title Documents were being applied for on the Closing Date or the relevant Subsequent Transfer Date, as applicable, if such Title Documents have not been received by the Servicer within 180 days after the Closing Date or such Subsequent Transfer Date, as applicable, the Servicer shall give the Trust Collateral Agent, the Insurer and Seller written notice of such fact. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Seller does not correct or cure such breach (including delivery of such Title Documents, if applicable) by the Reporting Date occurring during the second full calendar month following the calendar month in which the Trust Collateral Agent was notified or the Seller, any Sub-Servicer or the Servicer became aware, if earlier, of such breach (b) including failure to deliver such Title Documents), then the Seller shall promptly repurchase such Receivable Receivables from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breachIssuer. Any such breach or failure will repurchase by the Seller shall be deemed not in exchange for the delivery by the Seller to have a material and adverse effect if such breach or failure has not affected the ability Issuer of the Purchaser (or its assignee) to receive Purchase Amount and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to accomplished in the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to manner set forth in Section 5.6 and the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and Trust shall execute such assignments and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be other documents reasonably requested by Santander Consumer such Person in order to evidence effect such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4repurchase. It is understood and agreed that the obligation of Santander Consumer the Seller to repurchase any Receivable as to which such a breach has occurred and is continuing as described above shall shall, except as described in the following paragraph, constitute the sole remedy respecting such breach available to the Purchaser (Servicer, the Noteholders, the Insurer, the Issuer, the Trust Collateral Agent, the Trustee and the Owner Trustee. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller or its assignee)by the Servicer pursuant to Section 4.1, the Seller shall indemnify the Trust, the Trust Collateral Agent, the Insurer, and the Noteholders and any of their respective officers, directors, employees or agents 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 a breach of the representation.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer VCI of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 3.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer VCI and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer VCI hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) VCI does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer VCI elects, an earlier date) after the date Santander Consumer that VCI became aware or was notified of such breach, then VCI shall purchase any Receivable materially and adversely affected by such breach from the Purchaser on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer VCI shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer VCI shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander ConsumerVCI, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer VCI to evidence such release, transfer or assignment or more effectively vest in Santander Consumer VCI or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer VCI to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer VCI of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 3.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, provided that delivery of a the Servicer’s 's Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer VCI hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) VCI does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer VCI elects, an earlier date) after the date Santander Consumer that VCI became aware or was notified of such breach, then VCI shall purchase any Receivable materially and adversely affected by such breach from the Purchaser on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer VCI shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer VCI shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 am, New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander ConsumerVCI, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer VCI to evidence such release, transfer or assignment or more effectively vest in Santander Consumer VCI or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer VCI to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery If the Seller discovers, or is notified by or notice to a Responsible Officer of the Purchaser or Santander Consumer of Requesting Party with a Repurchase Request regarding, a breach of any of the representations and warranties set forth in Section 3.3 with respect 3.02(b) to any Receivable the Receivables Purchase Agreement at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivablemade, the party discovering such breach or receiving such notice shall give prompt written notice thereof Seller will investigate the Receivable to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If confirm the breach materially and adversely affects determine if the interests of breach triggers a Repurchase Event. Following a Repurchase Event, the Issuer or the Noteholders in such Receivable, then Santander Consumer Seller shall either (a) correct or cure such breach or (b) repurchase purchase any Receivable materially and adversely affected by such Receivable breach from the Purchaser (or its assignee)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 Santander Consumer the Seller elects, an earlier datePayment Date) after the date Santander Consumer that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to have a material materially and adverse effect adversely affect the Noteholders or the Issuer if such breach or failure has does not affected affect the ability of the Purchaser (Issuer or its assignee) the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase PricePurchased Amount. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price Purchased Amount by depositing such amount into the Collection Account prior to noon, New York City time, in accordance with Section 5.04 on such date the Business Day preceding the Payment Date of repurchase (or, if Santander Consumer the Seller elects, an earlier datePayment Date). Upon payment of such Repurchase Price Purchased Amount by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer necessary to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation right to cause the Seller to purchase (or to enforce the obligations of Santander Consumer Seller under the Receivables Purchase Agreement to repurchase purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.03.

Repurchase upon Breach. Upon The Seller or the Purchaser, as the case may be, shall inform the other party to this Agreement promptly, in writing, upon the discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any breach or failure to be true of the representations and or warranties set forth made by the Seller in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party3.3; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, provided that the failure to give such notice shall not affect any obligation of Santander Consumer hereunderthe Seller. If the breach materially and adversely affects or failure shall not have been cured by the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end last day of the Collection Period which includes the 60th day (or, or if Santander Consumer the Seller elects, an earlier dateday) after the date Santander Consumer became on which the Seller becomes aware of, or was notified of receives written notice from the Purchaser or an assignee from the Purchaser or an assignee from of, such breach. Any breach or failure, and such breach or failure materially and adversely affects the interests of the Issuer and the Holders in any Receivable, the Seller shall repurchase each such Receivable from the Purchaser, or its successors or assigns, as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period, which amount shall be deposited in the Collection Account pursuant to the provisions of the Sale and Servicing Agreement. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.3 will not be deemed not to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure has do not affected affect the ability of the Purchaser (Purchaser, or its assignee) successors or assigns, to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchaseof the purchase of a Receivable hereunder, Santander Consumer the Seller shall make (or shall cause to be made) a payment to unless otherwise directed by the Purchaser (Purchaser, or its assigneesuccessors or assigns, in writing) equal to deposit the Repurchase Price by depositing Purchase Amount of such amount into Receivable, no later than the Collection Account prior to noonclose of business on the next Deposit Date, New York City time, on such date in the manner specified in Section 5.4 of repurchase (or, if Santander Consumer elects, an earlier date)the Sale and Servicing Agreement. Upon the payment of such Repurchase Price purchase price by Santander Consumerthe Seller, the Purchaser (or its assignee) assignee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, representation as may shall be reasonably requested by Santander Consumer necessary to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable repurchased pursuant hereto. The sole remedy of the Purchaser and related Purchased Assets repurchased its successor or assigns with respect to a breach or failure to be true of the warranties made by the Seller pursuant to Section 3.3, shall be to require the Seller to repurchase Receivables pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee).

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 2.2 with respect to any Receivable at the time such representations and warranties were made which breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer, the Seller and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. The Indenture Trustee need not investigate the facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make 2 Sale and Servicing Agreement (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier dateVALET 2014-1). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee).

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 2.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, provided that delivery of a the Servicer’s 's Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Seller does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach, then the Seller 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 have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer of it to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation right to cause the Seller to purchase (or to enforce the obligations of Santander Consumer VCI under the Purchase Agreement to repurchase purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer 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 2.3.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving written notice of such notice breach shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material materially and adverse effect adversely affect the interests of the Issuer or the Noteholders if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee).

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer COAF of a breach of any of the representations and warranties set forth described in Section 3.3 with respect to any Receivable at the time such representations and warranties were made 3.2 which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer COAF hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) COAF does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Purchaser elects, an earlier date) after the date Santander Consumer that COAF became aware or was notified of such breach, then COAF shall purchase from the Purchaser any Receivable affected by such breach which materially and adversely affects the interests of the Issuer and the Noteholders on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer COAF shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer COAF shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander ConsumerCOAF, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer COAF to evidence such release, transfer or assignment or more effectively vest in Santander Consumer COAF or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.43.3. It is understood and agreed that the obligation of Santander Consumer COAF to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon The Seller, the Servicer, the Issuer, the Indenture Trustee and 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 or notice to a Responsible Officer of any breach of the Purchaser or Santander Consumer of a breach of any of the Seller’s representations and warranties set forth in pursuant to Section 3.3 with respect to any Receivable at the time such representations and warranties were made which 3.01 that materially and adversely affects the interests of the Issuer or the Noteholders Securityholders in such any Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that the delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased pursuant to Section 4.08 shall be deemed to constitute prompt written notice by Santander Consumer and the Purchaser Servicer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders Securityholders in such Receivable, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect on the interests of Securityholders if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchaseof the purchase of the Receivables, Santander Consumer the Seller shall make remit (or shall cause to be maderemitted) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into Payment in the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date)manner specified in Section 5.05. Upon payment of such Repurchase Price Payment by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer of it to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. The Indenture Trustee and the Owner Trustee shall not be deemed to have knowledge of any breach of the Seller’s representations and warranties unless an Authorized Officer has actual knowledge thereof or has received written notice thereof in accordance with the Basic Documents. 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 3.43.02. It is understood The sole remedy of the Issuer, the Indenture Trustee (by operation 25 (NAROT 2019-B Sale and agreed that Servicing Agreement) of the obligation assignment of Santander Consumer the Issuer’s rights hereunder pursuant to the Indenture), or any Securityholder with respect to a breach with a material adverse effect on the interests of Securityholders caused by the Seller’s representations and warranties pursuant to Section 3.01, shall be to require the Seller to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available Receivables pursuant to the Purchaser (or its assignee)this Section 3.02.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 2.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser Servicer (if the Bank is the Servicer) of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Seller does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach, then the Seller 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 Seller elects, an earlier date). Any such breach or failure will be deemed to not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to collect, receive and retain timely payment in full on such Receivable, including Liquidation Proceeds. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into 716542789 15481814 2 Sale and Servicing Agreement (USAA 2015-1) the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (orPayment Date, or earlier date, if Santander Consumer elects, an earlier date)elected by the Seller. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer of it to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer right to cause the Seller to repurchase (or to enforce the obligations of the Bank under the Purchase Agreement to repurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer 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 2.3. Notwithstanding anything herein to the contrary, the Seller shall only be obligated to pay such Repurchase Price and repurchase the related Receivable to the extent it receives the Repurchase Price from the Bank pursuant to Section 3.3 of the Purchase Agreement.

Repurchase upon Breach. Upon The Seller, the Servicer, the Issuer, the Indenture Trustee and 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 or notice to a Responsible Officer of any breach of the Purchaser or Santander Consumer of a breach of any of the Seller’s representations and warranties set forth in pursuant to Section 3.3 with respect to any Receivable at the time such representations and warranties were made which 3.01 that materially and adversely affects the interests of the Issuer or the Noteholders Securityholders in such any Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that the delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased pursuant to Section 4.08 shall be deemed to constitute prompt written notice by Santander Consumer and the Purchaser Servicer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders Securityholders in such Receivable, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect on the interests of Securityholders if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchaseof the purchase of the Receivables, Santander Consumer the Seller shall make remit (or shall cause to be maderemitted) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into Payment in the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date)manner specified in Section 5.05. Upon payment of such Repurchase Price Payment by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer of it to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. 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 3.43.02. It is understood The sole remedy of the Issuer, the Indenture Trustee (by operation of the assignment of the Issuer’s rights hereunder pursuant to the Indenture), or any Securityholder with respect to a breach with a material adverse effect on the interests of Securityholders caused by the Seller’s representations and agreed that warranties pursuant to Section 3.01, shall be to require the obligation of Santander Consumer Seller to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available Receivables pursuant to the Purchaser (or its assignee)this Section 3.02.

Repurchase upon Breach. Upon The Seller, the Servicer, the Issuer, the Indenture Trustee and 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 or notice to a Responsible Officer of any breach of the Purchaser or Santander Consumer of a breach of any of the Seller’s representations and warranties set forth in pursuant to Section 3.3 with respect to any Receivable at the time such representations and warranties were made which 3.01 that materially and adversely affects the interests of the Issuer or the Noteholders Securityholders in such any Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that the delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased pursuant to Section 4.08 shall be deemed to constitute prompt written notice by Santander Consumer and the Purchaser Servicer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders Securityholders in such Receivable, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect on the interests of Securityholders if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchaseof the purchase of the Receivables, Santander Consumer the Seller shall make remit (or shall cause to be maderemitted) a payment to the Purchaser 28 (or its assigneeNAROT 2019-C Sale and Servicing Agreement) equal to the Repurchase Price by depositing such amount into Payment in the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date)manner specified in Section 5.05. Upon payment of such Repurchase Price Payment by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer of it to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. The Indenture Trustee and the Owner Trustee shall not be deemed to have knowledge of any breach of the Seller’s representations and warranties unless an Authorized Officer has actual knowledge thereof or has received written notice thereof in accordance with the Basic Documents. 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 3.43.02. It is understood The sole remedy of the Issuer, the Indenture Trustee (by operation of the assignment of the Issuer’s rights hereunder pursuant to the Indenture), or any Securityholder with respect to a breach with a material adverse effect on the interests of Securityholders caused by the Seller’s representations and agreed that warranties pursuant to Section 3.01, shall be to require the obligation of Santander Consumer Seller to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available Receivables pursuant to the Purchaser (or its assignee)this Section 3.02.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser Issuer or Santander Consumer the Seller of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 3.7 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies the Receivables that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser Issuer (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such the date of such repurchase, if such repurchase (date is not a Payment Date or, if Santander Consumer electssuch repurchase date is a Payment Date, an earlier then prior to the close of business on the Business Day prior to such repurchase date). Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer the Seller to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and the related Purchased Transferred Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer the Seller to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer the Originator of a breach of any of the representations and warranties set forth referred to in Section 3.3 with respect to any Receivable 3.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Originator hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Originator does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Originator became aware or was notified of such breach, then the Originator shall purchase any Receivable affected by such breach which materially and adversely affects the interests of the Issuer and the Noteholders from the Purchaser on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Originator shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Originator shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander Consumerthe Originator, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may shall be reasonably requested by Santander Consumer necessary to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Originator or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee).Sale Agreement

Repurchase upon Breach. Upon Seller or Purchaser, as the case may be, shall inform the other party to this Agreement promptly, in writing, upon the discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any breach or failure to be true of the representations and or warranties set forth made by Seller in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party3.2; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, provided that the failure to give such notice shall not affect any obligation of Santander Consumer hereunderSeller. If the breach materially and adversely affects or failure shall not have been cured by the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end last day of the Collection Period which includes the 60th PURCHASE AGREEMENT day (or, or if Santander Consumer Seller elects, an earlier datethe 30th day) after the date Santander Consumer became on which Seller becomes aware of, or was notified of receives written notice from Purchaser of, such breach. Any breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable. Seller shall repurchase each such Receivable from Purchaser as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.2 will not be deemed not to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure has do not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any In consideration of the purchase of a Receivable hereunder, Seller shall (unless otherwise directed by Purchaser in writing) deposit the Purchase Amount of such purchase Receivable, no later than the close of business on the next Deposit Date, in the Collection Account. The sole remedy of Purchaser with respect to a breach or failure to be true of the warranties made by Santander Consumer Seller pursuant to Section 3.2 shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause require Seller to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased Receivables pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Section.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 2.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Seller does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach, then the Seller 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 Seller elects, an earlier date). Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (orPayment Date, or earlier date, if Santander Consumer elects, an earlier date)elected by the Seller. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each Sale & Servicing Agreement (20[ ]-[ ]) case without recourse or representation, as may shall be reasonably requested by Santander Consumer of it to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation right to cause the Seller to purchase (or to enforce the obligations of Santander Consumer BANA under the Purchase Agreement to repurchase purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer 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 2.3. Notwithstanding anything herein to the contrary, the Seller shall only be obligated to pay such Repurchase Price and repurchase the related Receivable to the extent it receives the Repurchase Price from BANA pursuant to Section 3.3 of the Purchase Agreement.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableSeller, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee Servicer or Owner Trustee, as applicablethe case may be, has actual knowledge thereofshall inform the other parties to this Agreement and Indenture Trustee promptly, including without limitation in writing, upon receipt the discovery of written notice; providedany breach or failure to be true of the representations or warranties made by Seller in Section 3.1, further, provided that the failure to give such notice shall not affect any obligation of Santander Consumer hereunderSeller. If the breach materially and adversely affects or failure shall not have been cured by the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end last day of the Collection Period which includes the 60th day (or, or if Santander Consumer Seller elects, an earlier datethe 30th day) after the date Santander Consumer became on which Seller becomes aware of, or was notified of receives written notice from Owner Trustee, Indenture Trustee or Servicer of, such breach. Any breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase each such Receivable from Issuer as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed not to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure has do not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any In consideration of the purchase of a Receivable hereunder, Seller shall remit the Purchase Amount of such purchase Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.4. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the warranties made by Santander Consumer Seller pursuant to Section 3.1 shall be at a price equal to require Seller to repurchase Receivables pursuant to this Section. If Seller fails to timely remit the related Repurchase Price. In consideration for Purchase Amount of any Receivable that the Seller is required to repurchase pursuant to this Section, upon receipt of notice by Norwest Corporation from Servicer, Owner Trustee or Indenture Trustee, or after discovery of such repurchasefailure, Santander Consumer Norwest Corporation shall make (remit or shall cause to be made) a payment to remitted such Purchase Amount, no later than the Purchaser (or its assignee) equal to close of business on the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignmentnext Deposit Date, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest the manner specified in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)5.4.

Repurchase upon Breach. Upon Seller, Servicer, Indenture Trustee or Owner Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.3 (or, with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has upon actual knowledge thereofof a Responsible Officer) of any breach or failure to be true of the representations or warranties made by Bank One, including without limitation upon receipt National Association in Section 3.3 of written notice; providedthe Purchase Agreement or made by Seller in Section 3.1, further, provided that the failure to give such notice shall not affect any obligation of Santander Consumer hereunderBank One, National Association or Seller. If the breach materially and adversely affects or failure shall not have been cured by the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end last day of the Collection Period which includes the 60th day (or, or if Santander Consumer Seller elects, an earlier dateday) after the date Santander Consumer became on which Seller becomes aware of, or was notified of receives written notice from Owner Trustee, Indenture Trustee or Servicer of, such breach. Any breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase each such affected Receivable from Issuer as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period, which amount shall be deposited in the Collection Account, and, with respect to breaches of any representation or warranty made by Bank One, National Association in Section 3.3 of the Purchase Agreement, Seller shall enforce the obligation of Bank One, National Association under the Purchase Agreement to purchase the affected Receivables. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed not to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure has do not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any In consideration of the repurchase of a Receivable hereunder, Seller shall remit the Purchase Amount of such purchase Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.4. The sole remedy (except as provided in Section 4.2 of the Purchase Agreement and Section 6.3 of this Agreement) of Issuer, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Santander Consumer Seller pursuant to Section 3.1 shall be at a price equal to require Seller to repurchase Receivables pursuant to this Section; provided that this Section shall not limit the right of the Servicer, Owner Trustee or Indenture Trustee to enforce (or to cause Seller to enforce) the obligation of Bank One, National Association pursuant to the related Repurchase PricePurchase Agreement. In consideration for such repurchase, Santander Consumer shall make (or shall cause With respect to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets all Receivables repurchased pursuant to this Section 3.4. It is understood 3.2, Issuer shall assign to Bank One, National Association or Seller, as applicable, without recourse, all of Issuer’s right, title and agreed that the obligation of Santander Consumer interest in and to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available Receivables and all other Trust Property, security and documents, relating solely to the Purchaser (or its assignee)such Receivable.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer the Seller became aware of or was notified of such breach. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such the date of repurchase (or, if Santander Consumer elects, an earlier date)such repurchase. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may be reasonably requested by Santander Consumer the Seller to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Purchased Transferred Assets repurchased pursuant to this Section 3.42.3. It is understood and agreed that the obligation of Santander Consumer right to cause the Seller to repurchase (or to enforce the obligations of COAF under the Purchase Agreement to repurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer 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 2.3.

Repurchase upon Breach. Upon The Seller shall inform the Debtor and the Lender promptly, in writing, upon the discovery by of (or upon receiving notice to a Responsible Officer of from the Purchaser or Santander Consumer of a Lender of) any breach of any of the representations and warranties set forth made by the Seller in Section 3.3 3.1 of this Agreement. Unless the breach shall have been cured within thirty (30) day following the notice to the Debtor and the Lender of such breach, the Seller shall, within ten (10) Business Days of the end of such thirty (30) day period, repurchase the applicable Related Consumer Loan. In consideration of the repurchase of any Related Consumer Loan, the Seller shall remit to the Collateral Deposit Account the Consumer Loan Repurchase Price on the date of such repurchase. Upon the deposit of the Consumer Loan Repurchase Price in respect of any such Consumer Loans into the Collateral Deposit Account, the Debtor shall cause the Master Servicer to release the related Consumer Loan File and the Debtor and the Lender shall execute and deliver (at the expense of the Seller) all reasonable instruments of transfer or assignment, without recourse, as are prepared by the Seller and delivered to the Debtor and the Lender and necessary to vest in the Seller title to such Consumer Loans. The purchase obligations of the Seller under this Section 3.2 shall be continuing and shall survive the termination of the Servicing Agreement and any termination of the Master Servicer. The sole remedies of the Debtor under this Agreement with respect to any Receivable at the time such Consumer Loans as to which a breach of representations and warranties were made which materially and adversely affects the interests pursuant to Section 3.1 of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased this Agreement has occurred shall be deemed to constitute prompt notice by Santander Consumer and enforce the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed Seller’s obligation to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased Loans pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)3.2.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer VCI of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 3.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, provided that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer VCI hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) VCI does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer VCI elects, an earlier date) after the date Santander Consumer that VCI became aware or was notified of such breach, then VCI shall purchase any Receivable materially and adversely affected by such breach from the Purchaser on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer VCI shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer VCI shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander ConsumerVCI, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer VCI to evidence such release, transfer or assignment or more effectively vest in Santander Consumer VCI or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer VCI to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon Seller, Servicer, Indenture Trustee or Owner Trustee, as the case may be, shall inform the other parties to this Agreement promptly, in writing, upon the discovery by (or, with respect to the Indenture Trustee or notice to Owner Trustee, upon actual knowledge of a Responsible Officer of the Purchaser or Santander Consumer of a breach Officer) of any breach or failure to be true of the representations and or warranties set forth made by Bank One, National Association in Section 3.3 with respect to any Receivable at of the time such representations and warranties were Purchase Agreement or made by Seller in Section 3.1 which materially and adversely affects the interests of the Issuer or and the Noteholders in such any Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, provided that the failure to give such notice shall not affect any obligation of Santander Consumer hereunderBank One, National Association or Seller. If the breach materially and adversely affects or failure shall not have been cured by the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end last day of the Collection Period which includes the 60th day (or, or if Santander Consumer Seller elects, an earlier dateday) after the date Santander Consumer became on which Seller becomes aware of, or was notified of receives written notice from Owner Trustee, Indenture Trustee or Servicer of, such breach. Any breach or failure, and such breach or failure materially and adversely affects the interests of Issuer and the Holders in any Receivable, Seller shall repurchase each such affected Receivable as of such last day of such Collection Period at a purchase price equal to the Purchase Amount for such Receivable as of such last day of such Collection Period, which amount shall be deposited in the Collection Account, and, with respect to breaches of any representation or warranty made by Bank One, National Association in Section 3.3 of the Purchase Agreement, Seller shall enforce the obligation of Bank One, National Association under the Purchase Agreement to purchase the affected Receivables. Notwithstanding the foregoing, any such breach or failure with respect to the representations and warranties contained in Section 3.1 will not be deemed not to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure has do not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any In consideration of the repurchase of a Receivable hereunder, Seller shall remit the Purchase Amount of such purchase Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 5.4. The sole remedy of Issuer, the Owner Trustee, the Indenture Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Santander Consumer Seller pursuant to Section 3.1 shall be at a price equal to require Seller to repurchase Receivables pursuant to this Section; provided that this Section shall not limit the right of the Servicer, Owner Trustee or Indenture Trustee to enforce (or to cause Seller to enforce) the obligation of Bank One, National Association pursuant to the related Repurchase PricePurchase Agreement. In consideration for such repurchase, Santander Consumer shall make (or shall cause With respect to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets all Receivables repurchased pursuant to this Section 3.4. It is understood 3.2, Issuer shall assign to Bank One, National Association or the Seller, as applicable, without recourse, all of Issuer’s right, title and agreed that the obligation of Santander Consumer interest in and to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available Receivables and all other Trust Property, security and documents, relating solely to the Purchaser (or its assignee)such Receivable.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer PFLP of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving written notice of such notice breach shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer PFLP and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer PFLP hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer PFLP shall either (a) correct or cure such breach breach, if applicable, or (b) repurchase such Receivable from the Purchaser (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 Santander Consumer PFLP elects, an earlier date) after the date Santander Consumer PFLP became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material materially and adverse effect adversely affect the interests of the Issuer or the Noteholders if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer PFLP shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer PFLP shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer PFLP elects, an earlier date). Upon payment of such Repurchase Price by Santander ConsumerPFLP, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer PFLP to evidence such release, transfer or assignment or more effectively vest in Santander Consumer PFLP or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer PFLP to repurchase any Receivable as described above shall constitute the sole remedy respecting with respect to such breach available to the Purchaser (or its assignee).

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer the Bank of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate Certificate, which identifies that Receivables are being or have been repurchased repurchased, shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser Servicer (if the Bank is the Servicer) of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Bank hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Bank does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Bank elects, an earlier date) after the date Santander Consumer that the Bank became aware or was notified of such breach, then the Bank shall purchase any Receivable materially and adversely affected by such breach from the Purchaser on the Payment Date following the end of such Collection Period. Any such breach or failure will be deemed to not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to collect, receive and retain timely payment in full on such Receivable, including Liquidation Proceeds. Any such purchase by Santander Consumer the Bank shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Bank shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander Consumerthe Bank, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer the Bank to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Bank or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer the Bank to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of FTH LLC or the Purchaser or Santander Consumer Bank of a breach of any of the representations and warranties set forth in Section 3.3 3.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies the Receivables that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Bank hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, then Santander Consumer the Bank shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)FTH LLC, 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 Santander Consumer the Bank elects, an earlier date) after the date Santander Consumer that the Bank became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser FTH LLC (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Bank shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Bank shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) FTH LLC equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such the date of such repurchase, if such repurchase (date is not a Payment Date or, if Santander Consumer electssuch repurchase date is a Payment Date, an earlier then prior to the close of business on the Business Day prior to such repurchase date). Upon payment of such Repurchase Price by Santander Consumerthe Bank, the Purchaser (or its assignee) FTH LLC shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer the Bank to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Bank or its designee any Receivable and the related Purchased Bank Transferred Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer the Bank to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)FTH LLC.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 2.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Seller does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach, then the Seller 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 Seller elects, an earlier date). Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (orPayment Date, or earlier date, if Santander Consumer elects, an earlier date)elected by the Seller. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer of it to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation right to cause the Seller to purchase (or to enforce the obligations of Santander Consumer (x) Fifth Third Holding, LLC, a Delaware limited liability company (“FTH LLC”) under the Purchase Agreement, (y) the Ohio Bank, under the Ohio Sale Agreement or (z) the Michigan Bank under the Michigan Sale Agreement) to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser Issuer 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 2.3. Notwithstanding anything herein to the contrary, (i) the Seller shall only be obligated to pay such Repurchase Price and repurchase the related Receivable to the extent it receives the Repurchase Price from FTH LLC pursuant to Section 3.3 of the Purchase Agreement and (ii) FTH LLC shall only be obligated to pay such Repurchase Price to the Seller to the extent it receives the Repurchase Price from either the Ohio Bank pursuant to Section 3.3 of the Ohio Sale Agreement or its assignee)the Michigan Bank pursuant to Section 3.3 of the Michigan Sale Agreement, as the case may be.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer COAF of a breach of any of the representations and warranties set forth described in Section 3.3 with respect to any Receivable at the time such representations and warranties were made 3.2 which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer COAF hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) COAF does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that COAF became aware or was notified of such breach, then COAF shall purchase any Receivable affected by such breach which materially and adversely affects the interests of the Issuer and the Noteholders from the Purchaser on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer COAF shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer COAF shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander ConsumerCOAF, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may shall be reasonably requested by Santander Consumer necessary to evidence such release, transfer or assignment or more effectively vest in Santander Consumer COAF or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer COAF to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies identifying directly or indirectly that Receivables receivables are being or have been repurchased subject to repurchase shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Purchaser, the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer Colonial of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving written notice of such notice breach shall give prompt written notice thereof of such breach to the other partyparty hereto; provided, that that, delivery of a Servicer’s Certificate an Investor Report which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt written notice by Santander Consumer Colonial and the Purchaser of such that breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer Colonial hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such the related Receivable, then Santander Consumer Colonial shall either (a) correct or cure such breach that breach, if applicable, or (b) repurchase such that Receivable from the Purchaser (or its assignee)Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer Colonial elects, an earlier date) after the date Santander Consumer Colonial became aware or was notified of such breach. Any such Such breach or failure will be deemed not to have a material and adverse effect on the interests of the Issuer or the Noteholders if such that breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase repurchase by Santander Consumer Colonial shall be at a price equal to the related Repurchase Price. In consideration for such that repurchase, Santander Consumer Colonial shall make pay (or shall cause to be madepaid) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer Colonial elects, an earlier date). Upon payment of such Repurchase Price by Santander ConsumerColonial, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer Colonial to evidence such release, transfer or assignment or more effectively vest in Santander Consumer Colonial or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer Colonial to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee).

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable part (b) of Exhibit A at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable(a “Repurchase Event”), the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt written notice by Santander Consumer and thereof to the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written noticeother party; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If Following a Repurchase Event, the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer Seller shall either (a) correct or cure such breach or (b) repurchase purchase any Receivable materially and adversely affected by such Receivable breach from the Purchaser (or its assignee)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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material materially and adverse effect adversely affect the Noteholders or the Issuer if such breach or failure has does not affected affect the ability of the Purchaser (Issuer or its assignee) the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase PricePurchased Amount. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price Purchased Amount by depositing such amount into the Collection Account prior to noon, New York City time, in accordance with Section 5.04 on such date of repurchase (or, if Santander Consumer the Seller elects, an earlier date). Upon payment of such Repurchase Price Purchased Amount by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer necessary to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation right to cause the Seller to purchase (or to enforce the obligations of Santander Consumer Seller under the Receivables Purchase Agreement to repurchase purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.03.

Repurchase upon Breach. Upon (a) Each of the Depositor, the Owner Trustee, the Indenture Trustee, the Seller and the Servicer shall inform the other parties to this Agreement and HNB promptly, in writing, upon the discovery by or notice to a Responsible Officer it of the Purchaser or Santander Consumer of a any breach of any of the HNB's representations and warranties made pursuant to the Purchase Agreement. Within sixty days of the earlier of either discovery by, or notice to, HNB of any breach of a representation or warranty contained in the Purchase Agreement with respect to a Receivable, (i) HNB shall use its best efforts promptly to cure such breach in all material respects and (ii) if such breach cannot be cured, HNB shall, at the option of the Issuer, repurchase such Receivable in an amount equal to the Repurchase Amount. If such breach of a representation or warranty is curable and HNB shall have timely commenced such cure or remedy but notwithstanding its due and diligent efforts, the remedy or cure shall not be capable of cure within such sixty day period, HNB shall, upon receipt of written consent by the Issuer, the Indenture Trustee or the Owner Trustee, have up to two additional thirty day periods to effectuate the cure (up to an aggregate total of 120 days) so long as it is acting in good faith to effectuate such cure. In the event that a breach shall involve any representation or warranty set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests 3.01 of the Issuer or the Noteholders in such ReceivablePurchase Agreement, the party discovering and such breach cannot be cured within a maximum of 120 days of the earlier of either discovery by, or receiving such notice shall give prompt written notice thereof to the other party; providedto, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge HNB of such breach only (or within sixty or ninety days, if a Responsible Officer the applicable extension was not granted by the written consent of the Issuer, the Indenture Trustee or the Owner Trustee), the affected Receivable shall, at the option of the Issuer, the Indenture Trustee or the Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders be repurchased by HNB in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) amount equal to the Repurchase Price Amount; provided, however, that the Repurchase Amount to be paid by depositing HNB shall be reduced by any amounts being held by the Servicer at the time of such amount into repurchase with respect to such Repurchased Receivable for remittance to the Collection Account prior in accordance with Section 4.02(c). For so long as (i) HNB is the Servicer and (ii) the Servicer has the Minimum Required Rating, HNB shall remit the amount owed with respect to noonthe Repurchased Receivable to the Servicer on the Remittance Date relating to the Collection Period in which such repurchase was determined to be required; provided, New York City timehowever, that if either clause (i) or (ii) is not met, such amount shall be paid to the Servicer on such the date of repurchase (or, if Santander Consumer elects, an earlier date)such repurchase. Upon payment The Servicer shall remit such amount to the Collection Account in the manner specified in Section 5.04 and shall notify in writing the Indenture Trustee of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4deposit. It is understood and agreed that the obligation obligations of Santander Consumer to repurchase any Receivable as described above shall HNB set forth in this Section 3.03 constitute the sole remedy respecting such a breach available of HNB's representations and warranties made pursuant to the Purchaser (Purchase Agreement or its assignee)deemed made pursuant to this Agreement.

Repurchase upon Breach. Upon discovery If the Seller discovers, or is notified by or notice to a Responsible Officer of the Purchaser or Santander Consumer of Requesting Party with a Repurchase Request regarding, a breach of any of the representations and warranties set forth in Section 3.3 with respect 3.02(b) to any Receivable the Receivables Purchase Agreement at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivablemade, the party discovering such breach or receiving such notice shall give prompt written notice thereof Seller will investigate the Receivable to the other party; provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If confirm the breach materially and adversely affects determine if the interests of breach triggers a Repurchase Event. Following a Repurchase Event, the Issuer or the Noteholders in such Receivable, then Santander Consumer Seller shall either (a) correct or cure such breach or (b) repurchase purchase any Receivable materially and adversely affected by such Receivable breach from the Purchaser (or its assignee)Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer the Seller elects, an earlier datePayment Date) after the date Santander Consumer that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to have a material materially and adverse effect adversely affect the Noteholders or the Issuer if such breach or failure has does not affected affect the ability of the Purchaser (Issuer or its assignee) the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase PricePurchased Amount. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price Purchased Amount by depositing such amount into the Collection Account prior to noon, New York City time, in accordance with Section 5.04 on such date the Business Day preceding the Payment Date of repurchase (or, if Santander Consumer the Seller elects, an earlier datePayment Date). Upon payment of such Repurchase Price Purchased Amount by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer necessary to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation right to cause the Seller to purchase (or to enforce the obligations of Santander Consumer Seller under the Receivables Purchase Agreement to repurchase purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.03. 5 (or its assignee2022-A Sale and Servicing Agreement).

Repurchase upon Breach. Upon The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties promptly, in writing, upon the discovery by or notice to a Responsible Officer of any breach of the Purchaser or Santander Consumer of a breach of any of the Seller's representations and warranties set forth in Article Seven of the Agreement or Section 3.3 with respect to 12.01 hereof or in any Receivable at the time such representations and warranties were made Transfer Agreement which materially and adversely affects any Receivable. Unless the interests breach shall have been cured by the second Record Date following the discovery (or, at the Seller's option, the first Record Date following the discovery), the Seller shall repurchase any Receivable materially and adversely affected by the breach, as of such Record Date. If necessary, the Seller shall enforce the obligation of Fleetwood Credit under the Receivables Purchase Agreement to repurchase such Receivable from the Seller. In consideration of the Issuer or the Noteholders in purchase of any such Receivable, the party discovering Seller shall remit the Repurchase Amount of such breach Receivable (less the amount of any Liquidation Proceeds with respect to such Receivable deposited, or receiving such notice shall give prompt written notice thereof to be deposited, by the Servicer in the Certificate Account pursuant to Section 13.03) to the other party; providedCertificate Account in the manner specified in Section 14.06(a)(i). In the event that, as of the date of execution and delivery of the Agreement, any Liens shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice prior to, or equal or coordinate with, the lien granted by Santander Consumer and the Purchaser of such breach; provided, further, that related Receivable (whether or not the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, Seller has actual knowledge thereof), including without limitation upon receipt of written notice; provided, further, that the failure to give and such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders Trust in such Receivable, then Santander Consumer the Seller shall either (a) correct or cure such breach or (b) repurchase such Receivable from on the Purchaser (or its assignee), terms and in either case on or before the Payment Date following the end manner specified above. The sole remedy of the Collection Period which includes Trustee, the 60th day (or, if Santander Consumer elects, an earlier date) after Trust or the date Santander Consumer became aware or was notified of such breach. Any such Certificateholders with respect to a breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser (Seller's representations and warranties set forth in Article Seven of the Agreement or its assignee) Section 12.01 hereof or in any Transfer Agreement or with respect to receive and retain timely payment in full on the existence of any such Receivable. Any such purchase by Santander Consumer Liens shall be at a price equal to require the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause Seller to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased Receivables pursuant to this Section 3.4. It is understood and agreed that to enforce Fleetwood Credit's obligation to the obligation of Santander Consumer Seller to repurchase any Receivable as described above shall constitute such Receivables from the sole remedy respecting such breach available Seller pursuant to the Purchaser (or its assignee)Receivables Purchase Agreement.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer CAF of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 3.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer CAF hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) CAF does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer CAF elects, an earlier date) after the date Santander Consumer that CAF became aware or was notified of such breach, then CAF shall purchase any Receivable materially and adversely affected by such breach from the Purchaser on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer CAF shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer CAF shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander ConsumerCAF, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer CAF to evidence such release, transfer or assignment or more effectively vest in Santander Consumer CAF or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer CAF to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible (a) The Seller, the Servicer, any Subservicer, the Insurer, any Trust Officer of the Purchaser Trust Collateral Agent or Santander Consumer the Owner Trustee, as the case may be, shall promptly inform each of a the other parties and the Insurer, in writing, upon the discovery of any breach of any of the Seller's representations and warranties set forth in made pursuant to Section 3.3 with respect to any Receivable at the time such representations and warranties were made 3.1 which materially and adversely affects the interests of the Issuer Noteholders or the Noteholders Insurer in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to related Receivable (any Sub-servicer being so obligated under the other partyrelated Sub-Servicing Agreement); provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, furtherhowever, that the failure to give any such notice shall not affect derogate from any obligation obligations of Santander Consumer hereunderthe Seller under this Section 3.2. In addition, with respect to any Receivables in respect of which the Title Documents were being applied for on the Closing Date or the related Subsequent Transfer Date, as applicable, if such Title Documents have not been received by the Servicer within 180 days after the Closing Date or such Subsequent Transfer Date, as applicable, the Servicer shall give the Trust Collateral Agent, the Insurer and Seller written notice of such fact. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Seller does not correct or cure such breach (including delivery of such Title Documents, if applicable) by the Reporting Date occurring during the second full calendar month following the calendar month in which the Trust Collateral Agent was notified or the Seller, any Subservicer or the Servicer became aware, if earlier, of such breach (b) including failure to deliver such Title Documents), then the Seller shall promptly repurchase such Receivable Receivables from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breachIssuer. Any such breach or failure will repurchase by the Seller shall be deemed not in exchange for the delivery by the Seller to have a material and adverse effect if such breach or failure has not affected the ability Issuer of the Purchaser (or its assignee) to receive Purchase Amount and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to accomplished in the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to manner set forth in Section 5.6 and the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and Trust shall execute such assignments and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be other documents reasonably requested by Santander Consumer such Person in order to evidence effect such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4repurchase. It is understood and agreed that the obligation of Santander Consumer the Seller to accept a repurchase of any Receivable as to which such a breach has occurred and is continuing as described above shall constitute the sole remedy respecting such breach available to the Purchaser (Servicer, the Noteholders, the Insurer, the Issuer, the Trust Collateral Agent, the Trustee and the Owner Trustee. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller or its assignee)NAFI, the Seller shall indemnify the Trust, the Trust Collateral Agent, the Insurer, and the Noteholders and any of their respective officers, directors, employees or agents 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 a breach of the representation.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer Colonial of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving written notice of such notice breach shall give prompt written notice thereof of such breach to the other partyparty hereto; providedprovided , that , delivery of a Servicer’s Certificate an Investor Report which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt written notice by Santander Consumer Colonial and the Purchaser of such that breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer Colonial hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such the related Receivable, then Santander Consumer Colonial shall either (a) correct or cure such breach that breach, if applicable, or (b) repurchase such that Receivable from the Purchaser (or its assignee)Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer Colonial elects, an earlier date) after the date Santander Consumer Colonial became aware or was notified of such breach. Any such Such breach or failure will be deemed not to have a material and adverse effect on the interests of the Issuer or the Noteholders if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase repurchase by Santander Consumer Colonial shall be at a price equal to the related Repurchase Price. In consideration for such that repurchase, Santander Consumer Colonial shall make pay (or shall cause to be madepaid) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer Colonial elects, an earlier date). Upon payment of such Repurchase Price by Santander ConsumerColonial, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer Colonial to evidence such release, transfer or assignment or more effectively vest in Santander Consumer Colonial or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.43.4 . It is understood and agreed that the obligation of Santander Consumer Colonial to repurchase any Receivable as described above shall constitute the sole remedy respecting with respect to such breach available to the Purchaser (or its assignee).. SECTION 3.5 Protection of Title . (a) Colonial shall authorize and file such financing statements and cause to be authorized and filed such continuation and other financing statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the

Repurchase upon Breach. Upon discovery by or notice to a Responsible (a) The Seller, the Servicer, any Sub-Servicer, the Insurer, any Trust Officer of the Purchaser Trust Collateral Agent or Santander Consumer the Owner Trustee, as the case may be, shall promptly inform each of a the other parties and the Insurer, in writing, upon the discovery of any breach of any of the Seller's representations and warranties set forth in made pursuant to Section 3.3 with respect to any Receivable at the time such representations and warranties were made 3.1 which materially and adversely affects the interests of the Issuer Noteholders or the Noteholders Insurer in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to related Receivable (any Sub-Servicer being so obligated under the other partyrelated Sub-Servicing Agreement); provided, that delivery of a Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, furtherhowever, that the failure to give any such notice shall not affect derogate from any obligation obligations of Santander Consumer hereunderthe Seller under this Section 3.2. In addition, with respect to any Receivables in respect of which the Title Documents were being applied for on the Closing Date or the related Subsequent Transfer Date, as applicable, if such Title Documents have not been received by the Servicer within 180 days after the Closing Date or such Subsequent Transfer Date, as applicable, the Servicer shall give the Trust Collateral Agent, the Insurer and Seller written notice of such fact. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Seller does not correct or cure such breach (including delivery of such Title Documents, if applicable) by the Reporting Date occurring during the second full calendar month following the calendar month in which the Trust Collateral Agent was notified or the Seller, any Sub-Servicer or the Servicer became aware, if earlier, of such breach (b) including failure to deliver such Title Documents), then the Seller shall promptly repurchase such Receivable Receivables from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breachIssuer. Any such breach or failure will repurchase by the Seller shall be deemed not in exchange for the delivery by the Seller to have a material and adverse effect if such breach or failure has not affected the ability Issuer of the Purchaser (or its assignee) to receive Purchase Amount and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to accomplished in the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to manner set forth in Section 5.6 and the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and Trust shall execute such assignments and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be other documents reasonably requested by Santander Consumer such Person in order to evidence effect such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4repurchase. It is understood and agreed that the obligation of Santander Consumer the Seller to accept a repurchase of any Receivable as to which such a breach has occurred and is continuing as described above shall constitute the sole remedy respecting such breach available to the Purchaser (Servicer, the Noteholders, the Insurer, the Issuer, the Trust Collateral Agent, the Trustee and the Owner Trustee. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller or its assignee)NAFI, the Seller shall indemnify the Trust, the Trust Collateral Agent, the Insurer, and the Noteholders and any of their respective officers, directors, employees or agents 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 a breach of the representation.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer VCI of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 3.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer VCI hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) VCI does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer VCI elects, an earlier date) after the date Santander Consumer that VCI became aware or was notified of such breach, then VCI shall purchase any Receivable materially and adversely affected by such breach from the Purchaser on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer VCI shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer VCI shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander ConsumerVCI, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer VCI to evidence such release, transfer or assignment or more effectively vest in Santander Consumer VCI or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer VCI to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 2.2 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Depositor hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer the Depositor shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee)Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer the Depositor became aware of or was notified of such breach. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Depositor shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Depositor shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, time on such the date of repurchase (or, if Santander Consumer elects, an earlier date)such repurchase. Upon payment of such Repurchase Price by Santander Consumerthe Depositor, the Purchaser (or its assignee) Issuer and the Indenture Trustee shall release and shall execute and deliver a Depositor Re-Assignment and Depositor Cross Receipt substantially in the forms of Exhibit D-1 and D-2, respectively, and any such other instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer the Depositor to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Depositor or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Purchased Transferred Assets repurchased pursuant to this Section 3.42.3. It is understood and agreed that the obligation of Santander Consumer right to cause the Depositor to repurchase (or to enforce the obligations of SunTrust under the Purchase Agreement to repurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer and the Indenture Trustee [and the Swap Counterparty]. 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 2.3.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a Servicer’s Certificate which identifies identified that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if Santander Consumer elects, an earlier date) after the date Santander Consumer became aware or was notified of such breach. Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon, New York City time, on such date of repurchase (or, if Santander Consumer elects, an earlier date). Upon payment of such Repurchase Price by Santander Consumer, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4. It is understood and agreed that the obligation of Santander Consumer to repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee).

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer BANA of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 3.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer BANA hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) BANA does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer BANA elects, an earlier date) after the date Santander Consumer that BANA became aware or was notified of such breach, then BANA shall purchase any Receivable materially and adversely affected by such breach from the Purchaser on the Payment Date following the end of such Collection Period. Any such breach or failure will not be deemed not to have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer BANA shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer BANA shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander ConsumerBANA, the Purchaser (or its assignee) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as may be reasonably requested by Santander Consumer BANA to evidence such release, transfer or assignment or more effectively vest in Santander Consumer BANA or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation of Santander Consumer BANA to repurchase purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Purchaser.

Repurchase upon Breach. Upon discovery by or notice to a Responsible Officer of the Purchaser or Santander Consumer any party hereto of a breach of any of the representations and warranties set forth in Section 3.3 with respect to any Receivable 2.2 at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders in such ReceivableNoteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other partyparties hereto; provided, provided that delivery of a the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by Santander Consumer the Servicer and the Purchaser Issuer of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will be deemed to have knowledge of such breach only if a Responsible Officer of the Indenture Trustee or Owner Trustee, as applicable, has actual knowledge thereof, including without limitation upon receipt of written notice; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer the Seller hereunder. If the breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) Seller does not correct or cure such breach or (b) repurchase such Receivable from the Purchaser (or its assignee), 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 Santander Consumer the Seller elects, an earlier date) after the date Santander Consumer that the Seller became aware or was notified of such breach, then the Seller 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 have a material and adverse effect if such breach or failure has does not affected affect the ability of the Purchaser (or its assignee) Issuer to receive and retain timely payment in full on such Receivable. Any such purchase by Santander Consumer the Seller shall be at a price equal to the related Repurchase Price. In consideration for such repurchase, Santander Consumer the Seller shall make (or shall cause to be made) a payment to the Purchaser (or its assignee) Issuer equal to the Repurchase Price by depositing such amount into the Collection Account prior to noon11:00 a.m., New York City time, time on such date of repurchase (or, if Santander Consumer elects, an earlier date)Payment Date. Upon payment of such Repurchase Price by Santander Consumerthe Seller, the Purchaser (or its assignee) 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 may shall be reasonably requested by Santander Consumer 2 2005-1 Sale & Servicing Agreement of it to evidence such release, transfer or assignment or more effectively vest in Santander Consumer the Seller or its designee any Receivable and related Purchased Assets repurchased pursuant to this Section 3.4hereto. It is understood and agreed that the obligation right to cause the Seller to purchase (or to enforce the obligations of Santander Consumer VCI under the Purchase Agreement to repurchase purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Purchaser (or its assignee)Issuer 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 2.3.