Common use of Repurchase upon Breach Clause in Contracts

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

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of the Servicer’s Certificate shall be deemed to confirm constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Purchaser, the Seller Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller Santander Consumer elects, an earlier Payment Datedate) after the date that the Seller Santander Consumer became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Santander Consumer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller Santander Consumer shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount Repurchase Price by the SellerSantander Consumer, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in the Seller Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right obligation of Santander Consumer to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If Upon discovery by or notice to a Responsible Officer of the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller party discovering such breach or receiving written notice of such 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 investigate be deemed to have knowledge of such breach only if a Responsible Officer of the Receivable 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 confirm give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, the Seller then Santander Consumer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (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 the Seller Santander Consumer elects, an earlier Payment Datedate) after the date that the Seller Santander Consumer became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Santander Consumer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller Santander Consumer shall make (or shall cause to be made) a payment to the Issuer Purchaser (or its assignee) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller Santander Consumer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the SellerSantander Consumer, the Issuer and the Indenture Trustee 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 shall may be reasonably necessary requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in the Seller Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.4. It is understood and agreed that the right obligation of Santander Consumer to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser (or its assignee).

Repurchase upon Breach. If the Seller discovers, Upon discovery by or is notified by a Requesting Party with a Repurchase Request regarding, notice to any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(b) 2.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller will investigate and the Receivable Issuer of such breach; provided, further, that the failure to confirm give such notice shall not affect any obligation of the Seller hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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.the

Repurchase upon Breach. If the Seller discovers, or is notified Upon discovery by a Requesting Party with a Repurchase Request regarding, any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(bpart (b) to the Receivables Purchase Agreement of Exhibit A at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the Seller will investigate party discovering such breach shall give prompt written notice thereof to the Receivable other parties hereto; provided that the failure to confirm the breach and determine if the breach triggers a Repurchase Event. Following a Repurchase Event, give such notice shall not affect any obligation of the Seller shall either (a) hereunder. If the Seller does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to , then the Seller shall purchase any Receivable materially and adversely affect the Noteholders or affected by such breach from the Issuer if on the Payment Date following the end of such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such ReceivableCollection Period. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier such Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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. If (a) The Seller, the Seller discoversServicer, the Trust Collateral Agent, the Trustee, the Trust or is notified the Owner Trustee, as the case may be, shall inform, and any Noteholder may inform, the other parties to this Agreement (or, in the case of notice provided by the Trustee or a Requesting Party with a Repurchase Request regardingNoteholder, a all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of any of the Seller’s representations and warranties set forth made pursuant to Section 3.1(a) that materially and adversely affects the interests of the Noteholders in Section 3.02(b) to any Receivable. If Noteholders representing five percent or more of the Receivables Purchase Agreement at Outstanding Amount of the time such most senior class of Notes then outstanding inform the Trust Collateral Agent, by notice in writing, of any breach of the Seller’s representations and warranties were mademade pursuant to Section 3.1(a), the Seller will investigate Trust Collateral Agent shall inform the Receivable other parties to confirm this Agreement in the breach and determine if manner specified in the breach triggers a Repurchase Eventpreceding sentence on behalf of such Noteholders. Following a Repurchase EventAny such notice delivered by the Servicer, the Seller Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected constitute a request by such breach from party that the Issuer, in either case on or before Seller repurchase the Payment Date following the end affected Receivable. As of the Collection Period which includes last day of the 60th day second (or, if the Seller so elects, an earlier Payment Datethe first) after month following the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase discovery by the Seller shall be at a price equal to or receipt by the Purchased Amount. In consideration for Seller of notice of such repurchasebreach, unless such breach is cured by such date, the Seller shall make (have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such date. The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration of and simultaneously with the repurchase of the Receivable, the Seller shall remit, or cause AmeriCredit to be made) a payment remit, to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account the Purchase Amount in accordance with the manner specified in Section 5.04 on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 5.6(a) and the Issuer and the Indenture Trustee shall release and shall execute such assignments and deliver other documents reasonably requested by such instruments of release, transfer or assignment, person in each case without recourse or representation, as shall be reasonably necessary order to vest in the Seller or its designee any Receivable repurchased pursuant heretoeffect such repurchase. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the The sole remedy respecting such breach available to of the Issuer, the Noteholders, the Owner Trustee, the Certificateholders Trust Collateral Agent, the Trustee or the Noteholders with respect to a breach of representations and warranties pursuant to Section 3.1(a) and the Indenture Trusteeagreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, subject to the conditions contained herein or to enforce the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee Trustee, the Trust Collateral Agent nor the Indenture Trustee will shall have any a duty to conduct an any affirmative investigation as to the occurrence of any condition conditions requiring the repurchase of any Receivable pursuant to this Section 3.03Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

Repurchase upon Breach. If the Seller discovers, or is notified Upon discovery by a Requesting Party with a Repurchase Request regarding, any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(b) 2.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller will and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller hereunder. The Indenture Trustee need not investigate the Receivable to confirm facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding the Payment Date such date of repurchase (orrepurchase, or earlier date, if elected by the Seller elects, an earlier Payment Date)Seller. Upon payment of such Purchased Amount Repurchase Price by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary requested of it to vest in the Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase repurchase (or to enforce the obligations of Seller VCI under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.032.4.

Repurchase upon Breach. If Upon discovery by or notice to a Responsible Officer of ▇▇▇▇ or the Seller discovers, or is notified by a Requesting Party with a Repurchase Request regarding, Bank of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer, the Seller will investigate Noteholders or the Receivable Certificateholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to confirm the other party; provided, that delivery of a Servicer’s Report which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Bank hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer, the Seller Noteholders or the Certificateholders, then the Bank shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer▇▇▇▇ (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 the Seller Bank elects, an earlier Payment Datedate) after the date that the Seller Bank became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer ▇▇▇▇ (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Bank shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller Bank shall make (or shall cause to be made) a payment to the Issuer ▇▇▇▇ (or its assignee) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, then prior to the close of business on the Business Day preceding the Payment Date of prior to such repurchase (or, if the Seller elects, an earlier Payment Date)date. Upon payment of such Purchased Amount Repurchase Price by the SellerBank, the Issuer and the Indenture Trustee ▇▇▇▇ (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 shall may be reasonably necessary requested by the Bank to evidence such release, transfer or assignment or more effectively vest in the Seller Bank or its designee any Receivable and the related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause obligation of the Seller Bank to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 assignee).

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of a Servicer’s Certificate shall be deemed to confirm constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Purchaser, the Seller Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (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 the Seller Santander Consumer elects, an earlier Payment Datedate) after the date that the Seller Santander Consumer became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Santander Consumer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller Santander Consumer shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller Santander Consumer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the SellerSantander Consumer, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in the Seller Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right obligation of Santander Consumer to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, VCI of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of the Servicer’s Certificate shall be deemed to confirm constitute prompt notice by VCI and the Purchaser of such breach; provided, further, that the failure to give such notice shall not affect any obligation of 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 determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholder in such Receivable, the Seller then VCI shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (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 the Seller VCI elects, an earlier Payment Datedate) after the date that the Seller VCI became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller VCI shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller VCI shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount Repurchase Price by the SellerVCI, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by VCI to evidence such release, transfer or assignment or more effectively vest in the Seller VCI or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right obligation of VCI to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If The Seller, the Seller discoversServicer, or is notified by a Requesting Party with a Repurchase Request regardingthe Issuer, a 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 of any breach of any of the Seller’s representations and warranties set forth pursuant to Section 3.01 that materially and adversely affects the interests of the Securityholders in any Receivable; provided, that the delivery of the Servicer’s Certificate pursuant to Section 3.02(b) 4.08 shall be deemed to constitute prompt written notice by the Receivables Purchase Agreement at the time Servicer of such representations and warranties were made, the Seller will investigate the Receivable to confirm breach. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Securityholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Distribution Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect adverse effect on the Noteholders or the Issuer interests of Securityholders if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchaseof the purchase of the Receivables, the Seller shall make remit (or shall cause to be maderemitted) a payment to the Issuer equal to Repurchase Payment in the Purchased Amount by depositing such amount into the Collection Account manner specified in accordance with Section 5.04 on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date)5.05. Upon payment of such Purchased Amount Repurchase Payment by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary requested of it to vest in the Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood The Indenture Trustee and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, Trustee shall not be deemed to have knowledge of any breach of the Certificateholders Seller’s representations and warranties unless an Authorized Officer has actual knowledge thereof or has received written notice thereof in accordance with the Indenture TrusteeBasic 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 3.033.02. 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 warranties pursuant to Section 3.01, shall be to require the Seller to repurchase Receivables pursuant to this Section 3.02.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller 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 identifying directly or indirectly that receivables are 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 investigate be deemed to have knowledge of such breach only if a Responsible Officer of the Receivable 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 confirm give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, the Seller then Santander Consumer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (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 the Seller Santander Consumer elects, an earlier Payment Datedate) after the date that the Seller Santander Consumer became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Santander Consumer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller Santander Consumer shall make (or shall cause to be made) a payment to the Issuer Purchaser (or its assignee) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller Santander Consumer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the SellerSantander Consumer, the Issuer and the Indenture Trustee 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 shall may be reasonably necessary requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in the Seller Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.4. It is understood and agreed that the right obligation of Santander Consumer to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser (or its assignee).

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, VCI of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of the Servicer’s Certificate shall be deemed to confirm constitute prompt notice by VCI and the Purchaser of such breach; provided, further, that the failure to give such notice shall not affect any obligation of VCI hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholder in such Receivable, the Seller then VCI shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller VCI elects, an earlier Payment Datedate) after the date that the Seller VCI became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller VCI shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller VCI shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount Repurchase Price by the SellerVCI, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by VCI to evidence such release, transfer or assignment or more effectively vest in the Seller VCI or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right obligation of VCI to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of a Servicer’s Certificate shall be deemed to confirm constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, the Seller then Santander Consumer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (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 the Seller Santander Consumer elects, an earlier Payment Datedate) after the date that the Seller Santander Consumer became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Santander Consumer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller Santander Consumer shall make (or shall cause to be made) a payment to the Issuer Purchaser (or its assignee) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller Santander Consumer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the SellerSantander Consumer, the Issuer and the Indenture Trustee 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 shall may be reasonably necessary requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in the Seller Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.4. It is understood and agreed that the right obligation of Santander Consumer to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser (or its assignee).

Repurchase upon Breach. If The Seller, the Seller discoversServicer or the Issuer, or is notified by a Requesting Party with a Repurchase Request regardingas the case may be, a shall inform the other parties to this Agreement and the Indenture Trustee promptly, in writing, upon the discovery of any breach of any of the Seller’s representations and warranties set forth pursuant to Section 3.01 that materially and adversely affects the interests of the Securityholders in any Receivable; provided, that the delivery of the Servicer’s Certificate pursuant to Section 3.02(b) 4.08 shall be deemed to constitute prompt written notice by the Receivables Purchase Agreement Servicer of such breach. Unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which such discovery occurred (or, at the time such representations and warranties were madeSeller’s election, the Seller will investigate last day of the Receivable to confirm the breach and determine if the breach triggers a Repurchase Event. Following a Repurchase Eventfirst Collection Period following such Collection Period), the Seller shall either be obligated (a) correct whether or cure not such breach or (b) purchase was known to the Seller on the Closing Date), and the Issuer shall enforce the obligation of the Seller under this Agreement to repurchase any Receivable the Securityholders’ interest in which was materially and adversely affected by the breach as of such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified of and confirmed such breachlast day. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchaseof the purchase of the Receivables, the Seller shall make remit (or shall cause to be maderemitted) a payment to the Issuer equal to Warranty Purchase Payment in the Purchased Amount by depositing such amount into manner specified in Section 5.05. The sole remedy of the Collection Account in accordance with Section 5.04 on the Business Day preceding the Payment Date of repurchase (orTrust, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release (by operation of the assignment of the Issuer’s rights hereunder pursuant to the Indenture), or any Securityholder with respect to a breach of the Seller’s representations and shall execute and deliver such instruments of releasewarranties pursuant to Section 3.01, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause require the Seller to purchase (or to enforce the obligations of Seller under the repurchase Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.033.02.

Repurchase upon Breach. If Upon discovery by or notice to a Responsible Officer of the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller party discovering such breach or receiving written notice of such 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 investigate be deemed to have knowledge of such breach only if a Responsible Officer of the Receivable 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 confirm give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, the Seller then Santander Consumer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (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 the Seller Santander Consumer elects, an earlier Payment Datedate) after the date that the Seller Santander Consumer became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability 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 the Seller Santander Consumer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller Santander Consumer shall make (or shall cause to be made) a payment to the Issuer Purchaser (or its assignee) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller Santander Consumer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the SellerSantander Consumer, the Issuer and the Indenture Trustee 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 shall may be reasonably necessary requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in the Seller Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.4. It is understood and agreed that the right obligation of Santander Consumer to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser (or its assignee).

Repurchase upon Breach. If Upon discovery by or notice to a Responsible Officer of the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, BAC of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller party discovering such breach or receiving written notice of such 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 BAC and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will investigate be deemed to have knowledge of such breach only if a Responsible Officer of the Receivable 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 confirm give such notice shall not affect any obligation of BAC hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, the Seller then BAC shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (or any 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 the Seller BAC elects, an earlier Payment Datedate) after the date that the Seller BAC became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer Purchaser (or any subsequent assignee of the Noteholders Purchaser) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller BAC shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller BAC shall make (or shall cause to be made) a payment to the Issuer Purchaser (or any subsequent assignee of the Purchaser) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, Mountain Standard Time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller BAC elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the SellerBAC, the Issuer and Purchaser (or any subsequent assignee of the Indenture Trustee Purchaser) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by BAC to evidence such release, transfer or assignment or more effectively vest in the Seller BAC or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.4. It is understood and agreed that the right obligation of BAC to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, Purchaser (or any subsequent assignee of 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 3.03Purchaser).

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, the Bank of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, shall be deemed to confirm constitute prompt notice by the breach Servicer and determine if the breach triggers a Repurchase Event. Following a Repurchase Event, the Seller of such breach; provided, further, that the failure to give such notice shall either (a) not affect any obligation of the Bank hereunder. If the Bank does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Seller Bank elects, an earlier Payment Datedate) after the date that the Seller Bank became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to , then the Bank shall purchase any Receivable materially and adversely affect the Noteholders or the Issuer if affected by such breach from the Purchaser (or failure does not affect its assignee) on the ability Payment Date following the end of the Issuer or the Noteholders to receive and retain timely payment in full on such ReceivableCollection Period. Any such purchase by the Seller Bank shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller Bank shall make (or shall cause to be made) a payment to the Issuer Purchaser (or its assignee) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier such Payment Date). Upon payment of such Purchased Amount Repurchase Price by the SellerBank, the Issuer and the Indenture Trustee 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 shall may be reasonably necessary requested by the Bank to evidence such release, transfer or assignment or more effectively vest in the Seller Bank or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right obligation of the Bank to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting with respect to such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, the Bank of a breach of any of the representations and warranties set forth in Section 3.02(b) to the Receivables Purchase Agreement 3.2 at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, shall be deemed to confirm constitute prompt notice by the breach and determine Servicer (if the breach triggers a Repurchase EventBank is the Servicer) of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Bank hereunder. Following a Repurchase Event, If the Seller shall either (a) Bank does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Seller Bank elects, an earlier Payment Datedate) after the date that the Seller Bank became aware of or was notified of and confirmed 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 materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or the Noteholders its assignee) to collect, receive and retain timely payment in full on such Receivable, including Liquidation Proceeds. Any such purchase by the Seller Bank shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller Bank shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier such Payment Date). Upon payment of such Purchased Amount Repurchase Price by the SellerBank, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Bank to evidence such release, transfer or assignment or more effectively vest in the Seller Bank or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right obligation of the Bank to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of the Servicer’s Certificate shall be deemed to confirm constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Purchaser, the Seller Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (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 the Seller Santander Consumer elects, an earlier Payment Datedate) after the date that the Seller Santander Consumer became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Santander Consumer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller Santander Consumer shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller Santander Consumer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the SellerSantander Consumer, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in the Seller Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right obligation of Santander Consumer to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, the Bank of a breach of any of the representations and warranties set forth in Section 3.02(b) to the Receivables Purchase Agreement 3.2 at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, shall be deemed to confirm constitute prompt notice by the breach and determine Servicer (if the breach triggers a Repurchase EventBank is the Servicer) of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Bank hereunder. Following a Repurchase Event, If the Seller shall either (a) Bank does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Seller Bank elects, an earlier Payment Datedate) after the date that the Seller Bank became aware of or was notified of and confirmed 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 materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or the Noteholders its assignee) to collect, receive and retain timely payment in full on such Receivable, including Liquidation Proceeds. Any such purchase by the Seller Bank shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller Bank shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier such Payment Date). Upon payment of such Purchased Amount Repurchase Price by the SellerBank, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Bank to evidence such release, transfer or assignment or more effectively vest in the Seller Bank or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause obligation of the Seller Bank to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If the Seller discovers, or is notified Upon discovery by a Requesting Party with a Repurchase Request regarding, any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(b) 2.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer, the Note Insurer or the Noteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller will investigate the Receivable to confirm hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer, the Note Insurer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount Repurchase Price by the Seller, the Issuer Indenture Trustee, on behalf of the Indenture Secured Parties, and the Indenture Trustee 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 shall may be reasonably necessary requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 2.3. It is understood and agreed that that, unless the Seller fails to repurchase (or fails to enforce the obligation of COAF under the Purchase Agreement to repurchase) any Receivable as described above, the right to cause the Seller to purchase repurchase (or to enforce the obligations of Seller COAF under the Receivables Purchase Agreement to purchaserepurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.032.3.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, COAF of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer, the Seller will investigate Note Insurer or the Receivable Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to confirm the other party; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of COAF hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Purchaser, the Seller Issuer, the Note Insurer or the Noteholders in such Receivable, then COAF shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller COAF became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller COAF shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller COAF shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount Repurchase Price by the SellerCOAF, the Issuer and the Indenture Trustee Purchaser 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 shall may be reasonably necessary requested by COAF to evidence such release, transfer or assignment or more effectively vest in the Seller COAF or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right to cause the Seller that, unless COAF fails to purchase (or any Receivable as described above, the obligation of COAF to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If Upon discovery by or notice to a Responsible Officer of the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller party discovering such breach or receiving written notice of such breach shall give prompt written notice thereof to the other party; provided, that delivery of a Monthly 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 investigate be deemed to have knowledge of such breach only if a Responsible Officer of the Receivable 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 confirm give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, the Seller then Santander Consumer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (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 the Seller Santander Consumer elects, an earlier Payment Datedate) after the date that the Seller Santander Consumer became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability 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 the Seller Santander Consumer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller Santander Consumer shall make (or shall cause to be made) a payment to the Issuer Purchaser (or its assignee) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller Santander Consumer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the SellerSantander Consumer, the Issuer and the Indenture Trustee 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 shall may be reasonably necessary requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in the Seller Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.4. It is understood and agreed that the right obligation of Santander Consumer to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser (or its assignee).

Repurchase upon Breach. If Upon discovery by or notice to a Responsible Officer of the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller party discovering such breach or receiving written notice of such breach shall give prompt written notice thereof to the other party; provided, that delivery of a Monthly 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 investigate be deemed to have knowledge of such breach only if a Responsible Officer of the Receivable 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 confirm give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, the Seller then Santander Consumer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (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 the Seller Santander Consumer elects, an earlier Payment Datedate) after the date that the Seller Santander Consumer became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability 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 the Seller Santander Consumer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller Santander Consumer shall make (or shall cause to be made) a payment to the Issuer Purchaser (or its assignee) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller Santander Consumer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the SellerSantander Consumer, the Issuer and the Indenture Trustee 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 shall may be reasonably necessary requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in the Seller Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.4. It is understood and agreed that the right obligation of Santander Consumer to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser (or its assignee).

Repurchase upon Breach. If the Seller discovers, or is notified Upon discovery by a Requesting Party with a Repurchase Request regarding, any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(b) 2.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller will and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller hereunder. The Indenture Trustee need not investigate the Receivable to confirm facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding the Payment Date such date of repurchase (orrepurchase, or earlier date, if elected by the Seller elects, an earlier Payment Date)Seller. Upon payment of such Purchased Amount Repurchase Price by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary requested of it to vest in the Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase repurchase (or to enforce the obligations of Seller VCI under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.032.3.

Repurchase upon Breach. If (a) The Bank hereby covenants and agrees that if the Seller discovers, Bank discovers or is notified by a Requesting Party with a Repurchase Request regarding, regarding a breach of any of the Bank’s representations and warranties set forth in Section 3.02(b) 3.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were made, the Seller 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 and triggers a repurchase event (“Repurchase Event”). Upon discovery by any party hereto of a Repurchase Event, the party discovering such breach shall give prompt written notice thereof to the other party hereto; provided, that delivery of a Servicer’s Certificate which identifies the Receivables that are being or have been repurchased shall be deemed to constitute prompt written notice of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Bank under this Section 3.3(a). Following a Repurchase Event, the Seller Bank shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th sixtieth (60th) day (or, if the Seller Bank elects, an earlier Payment Datedate) after the date that the Seller Bank became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect have a material adverse effect on the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Bank shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller Bank shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, then prior to the close of business on the Business Day preceding the Payment Date of prior to such repurchase (or, if the Seller elects, an earlier Payment Date)date. Upon payment of such Purchased Amount Repurchase Price by the SellerBank, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Bank to evidence such release, transfer or assignment or more effectively vest in the Seller Bank or its designee any Receivable and the related Bank Transferred Assets repurchased pursuant hereto. It is understood and agreed that the right to cause obligation of the Seller Bank to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to FTH LLC, the Depositor, the Issuer, the Noteholders, the Delaware Trustee, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither . (b) With respect to all Receivables repurchased by 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 Bank pursuant to this Section 3.03Agreement, FTH LLC (or its assignee) shall assign, without recourse, representation or warranty, to the Bank all of FTH LLC’s right, title and interest in and to such Receivables and all security and documents relating thereto.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, VCI of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of the Servicer’s Certificate shall be deemed to confirm constitute prompt notice by VCI and the Purchaser of such breach; provided, further, that the failure to give such notice shall not affect any obligation of VCI hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholder in such Receivable, the Seller then VCI shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (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 the Seller VCI elects, an earlier Payment Datedate) after the date that the Seller VCI became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller VCI shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller VCI shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount Repurchase Price by the SellerVCI, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by VCI to evidence such release, transfer or assignment or more effectively vest in the Seller VCI or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right obligation of VCI to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If (a) The Seller, the Seller discoversServicer, the Trust Collateral Agent, the Trustee, the Trust or is notified the Owner Trustee, as the case may be, shall inform, and any Noteholder may inform, the other parties to this Agreement (or, in the case of notice provided by the Trustee or a Requesting Party with a Repurchase Request regardingNoteholder, a all parties of this Agreement) promptly, by notice in writing, upon the discovery of any breach of any of the Seller’s representations and warranties set forth made pursuant to Section 3.1(a) that materially and adversely affects the interests of the Noteholders in Section 3.02(b) to any Receivable. If Noteholders representing five percent or more of the Receivables Purchase Agreement at Outstanding Amount of the time such most senior class of Notes then outstanding inform the Trust Collateral Agent, by notice in writing, of any breach of the Seller’s representations and warranties were mademade pursuant to Section 3.1(a), the Seller will investigate Trust Collateral Agent shall inform the Receivable other parties to confirm this Agreement in the breach and determine if manner specified in the breach triggers a Repurchase Eventpreceding sentence on behalf of such Noteholders. Following a Repurchase EventAny such notice delivered by the Servicer, the Seller Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected constitute a request by such breach from party that the Issuer, in either case on or before Seller repurchase the Payment Date following the end affected Receivable. As of the Collection Period which includes last day of the 60th day second (or, if the Seller so elects, an earlier Payment Datethe first) after month following the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase discovery by the Seller shall be at a price equal to or receipt by the Purchased Amount. In consideration for Seller of notice of such repurchasebreach, unless such breach is cured by such date, the Seller shall make (have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such date. The “second month” shall mean the month following the month in which discovery occurs or notice is given, and the “first month” shall mean the month in which discovery occurs or notice is given. In consideration of and simultaneously with the repurchase of the Receivable, the Seller shall remit, or cause AmeriCredit to be made) a payment remit, to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account the Purchase Amount in accordance with the manner specified in Section 5.04 on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, 5.6(a) and the Issuer and the Indenture Trustee shall release and shall execute such assignments and deliver other documents reasonably requested by such instruments of release, transfer or assignment, person in each case without recourse or representation, as shall be reasonably necessary order to vest in the Seller or its designee any Receivable repurchased pursuant heretoeffect such repurchase. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the The sole remedy respecting such breach available to of the Issuer, the Noteholders, the Owner Trustee, the Certificateholders Trust Collateral Agent, the Trustee or the Noteholders with respect to a breach of representations and warranties pursuant to Section 3.1(a) and the Indenture Trusteeagreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, subject to the conditions contained herein or to enforce the obligation of AmeriCredit to the Seller to repurchase such Receivables pursuant to the Purchase Agreement. Neither the Owner Trustee Trustee, the Trust Collateral Agent nor the Indenture Trustee will shall have any a duty to conduct an any affirmative investigation as to the occurrence of any condition conditions requiring the repurchase of any Receivable pursuant to this Section. In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by the Seller, the Seller shall indemnify the Trust, the Trustee, the Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach. (b) Pursuant to Section 3.032.1 of this Agreement, the Seller conveyed to the Trust all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement including the Seller’s rights under the Purchase Agreement and the delivery requirements, representations and warranties and the cure or repurchase obligations of AmeriCredit thereunder. The Seller hereby represents and warrants to the Trust that such assignment is valid, enforceable and effective to permit the Trust to enforce such obligations of AmeriCredit under the Purchase Agreement. Any purchase by AmeriCredit pursuant to the Purchase Agreement shall be deemed a purchase by the Seller pursuant to this Section 3.2 and the definition of Purchased Receivable.

Repurchase upon Breach. If Upon discovery by or notice to a Responsible Officer of ▇▇▇▇ or the Seller discovers, or is notified by a Requesting Party with a Repurchase Request regarding, Bank of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer, the Seller will investigate Noteholders or the Receivable Certificateholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to confirm the other party; provided, that delivery of a Servicer’s Report which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Bank hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer, the Seller Noteholders or the Certificateholders, then the Bank shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer▇▇▇▇ (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 the Seller Bank elects, an earlier Payment Datedate) after the date that the Seller Bank became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer ▇▇▇▇ (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Bank shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller Bank shall make (or shall cause to be made) a payment to the Issuer ▇▇▇▇ (or its assignee) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, then prior to the close of business on the Business Day preceding the Payment Date of prior to such repurchase (or, if the Seller elects, an earlier Payment Date)date. Upon payment of such Purchased Amount Repurchase Price by the SellerBank, the Issuer and the Indenture Trustee COAR (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 shall may be reasonably necessary requested by the Bank to evidence such release, transfer or assignment or more effectively vest in the Seller Bank or its designee any Receivable and the related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause obligation of the Seller Bank to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 assignee).

Repurchase upon Breach. If Seller, Servicer or Trustee, as the Seller discoverscase may be, or is notified by a Requesting Party with a Repurchase Request regardingshall inform the other parties to this Agreement promptly, a breach in writing, upon the discovery of any breach or failure to be true of the representations and or warranties set forth made by Servicer in Section 3.02(b) 2.2, provided that the failure to the Receivables Purchase Agreement at the time give such representations and warranties were made, the Seller will investigate the Receivable to confirm notice shall not affect any obligation of Servicer. If the breach and determine if or failure shall not have been cured by the breach triggers a Repurchase Event. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end last day of the Collection Period which includes the 60th day (or, or if the Seller Servicer elects, an earlier Payment Datethe 30th day) after the date that the Seller became on which Servicer becomes aware of of, or was notified of receives written notice from Trustee or Servicer of, such breach or failure, and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect affects the Noteholders or interests of Trustee and the Issuer if Holders in any Receivable, Servicer shall purchase each such affected Receivable from Trustee 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 does with respect to the representations and warranties contained in Section 2.2 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of the Issuer or the Noteholders Trust to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 a Receivable hereunder, Servicer shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 4.4. The sole remedy of the Trust, Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Servicer pursuant to Section 2.2 shall be to require Servicer to purchase Receivables pursuant to this Section 3.03Section.

Repurchase upon Breach. If Upon discovery by or notice to a Responsible Officer of the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, BAC of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller party discovering such breach or receiving written notice of such 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 BAC and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will investigate be deemed to have knowledge of such breach only if a Responsible Officer of the Receivable 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 confirm give such notice shall not affect any obligation of BAC hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, the Seller then BAC shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (or any 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 the Seller BAC elects, an earlier Payment Datedate) after the date that the Seller BAC became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller BAC shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller BAC shall make (or shall cause to be made) a payment to the Issuer Purchaser (or any subsequent assignee of the Purchaser) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, Mountain Standard Time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller BAC elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the SellerBAC, the Issuer and Purchaser (or any subsequent assignee of the Indenture Trustee Purchaser) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by BAC to evidence such release, transfer or assignment or more effectively vest in the Seller BAC or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.4. It is understood and agreed that the right obligation of BAC to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, Purchaser (or any subsequent assignee of 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 3.03Purchaser).

Repurchase upon Breach. If Seller, Servicer or Trustee, as the Seller discoverscase may be, or is notified by a Requesting Party with a Repurchase Request regardingshall inform the other parties to this Agreement promptly, a breach in writing, upon the discovery of any breach or failure to be true of the representations and or warranties set forth made by Servicer in Section 3.02(b) 2.2, provided that the failure to the Receivables Purchase Agreement at the time give such representations and warranties were made, the Seller will investigate the Receivable to confirm notice shall not affect any obligation of The Servicer. If the breach and determine if or failure shall not have been cured by the breach triggers a Repurchase Event. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end last day of the Collection Period which includes the 60th day (or, or if the Seller Servicer elects, an earlier Payment Datethe 30th day) after the date that on which Servicer becomes aware of, or receives written notice from Trustee or the Seller became aware of Servicer of, such breach or was notified of failure, and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect affects the Noteholders or interests of Trustee and the Issuer if Holders in any Receivable, Servicer shall purchase each such affected Receivable from Trustee 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 does with respect to the representations and warranties contained in Section 2.2 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of the Issuer or the Noteholders Trust to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 a Receivable hereunder, Servicer shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 4.4. The sole remedy of the Trust, Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Servicer pursuant to Section 2.2 shall be to require Servicer to purchase Receivables pursuant to this Section 3.03Section.

Repurchase upon Breach. If the Seller discovers, or is notified Upon discovery by a Requesting Party with a Repurchase Request regarding, any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(b) 2.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller will and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller hereunder. The Indenture Trustee need not investigate the Receivable to confirm facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased AmountRepurchase 2 Sale and Servicing Agreement Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding the Payment Date such date of repurchase (orrepurchase, or earlier date, if elected by the Seller elects, an earlier Payment Date)Seller. Upon payment of such Purchased Amount Repurchase Price by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary requested of it to vest in the Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase repurchase (or to enforce the obligations of Seller VCI under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.032.3.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of the Servicer’s Certificate shall be deemed to confirm constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Purchaser, the Seller Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller Santander Consumer elects, an earlier Payment Datedate) after the date that the Seller Santander Consumer became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Santander Consumer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller Santander Consumer shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount Repurchase Price by the SellerSantander Consumer, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in the Seller Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right obligation of Santander Consumer to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of the Servicer’s Certificate shall be deemed to confirm constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Purchaser, the Seller Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller Santander Consumer elects, an earlier Payment Datedate) after the date that the Seller Santander Consumer became aware of or was notified of and confirmed such breach. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Santander Consumer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller Santander Consumer shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount Repurchase Price by the SellerSantander Consumer, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in the Seller Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right obligation of Santander Consumer to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If the Seller discovers, Upon discovery by or is notified by a Requesting Party with a Repurchase Request regarding, notice to any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(b) 2.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller will investigate and the Receivable Issuer of such breach; provided, further, that the failure to confirm give such notice shall not affect any obligation of the Seller hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount Repurchase Price by the Seller, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 2.3. It is understood and agreed that the right to cause the Seller to purchase repurchase (or to enforce the obligations of Seller Santander Consumer under the Receivables Purchase Agreement to purchaserepurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.032.3.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of a Servicer’s Certificate shall be deemed to confirm constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Purchaser, the Seller Issuer or the Noteholders in such Receivable, then Santander Consumer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (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 the Seller Santander Consumer elects, an earlier Payment Datedate) after the date that the Seller Santander Consumer became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Santander Consumer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller Santander Consumer shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller Santander Consumer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the SellerSantander Consumer, the Issuer and the Indenture Trustee 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 shall may be reasonably necessary requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in the Seller Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.4. It is understood and agreed that the right obligation of Santander Consumer to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If the Seller discovers, or is notified Upon discovery by a Requesting Party with a Repurchase Request regarding, any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(b) 2.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer, the Note Insurer or the Noteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller will investigate the Receivable to confirm hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer, the Note Insurer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount Repurchase Price by the Seller, the Issuer Indenture Trustee, on behalf of the Indenture Secured Parties, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 2.3. It is understood and agreed that that, unless the Seller fails to repurchase (or fails to enforce the obligation of COAF under the Purchase Agreement to repurchase) any Receivable as described above, the right to cause the Seller to purchase repurchase (or to enforce the obligations of Seller COAF under the Receivables Purchase Agreement to purchaserepurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.032.3.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, FTH LLC of a breach of any of the representations and warranties set forth in Section 3.02(b) to the Receivables Purchase Agreement 3.2 at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of a Servicer’s Certificate which identifies the Receivables that are being or have been repurchased shall be deemed to confirm constitute prompt notice of such breach; provided, further, that the failure to give such notice shall not affect any obligation of FTH LLC hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders, the Seller then FTH LLC shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller FTH LLC elects, an earlier Payment Datedate) after the date that the Seller FTH LLC became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller FTH LLC shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller FTH LLC shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, then prior to the close of business on the Business Day preceding the Payment Date of prior to such repurchase (or, if the Seller elects, an earlier Payment Date)date. Upon payment of such Purchased Amount Repurchase Price by the SellerFTH LLC, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by FTH LLC to evidence such release, transfer or assignment or more effectively vest in the Seller FTH LLC or its designee any Receivable and the related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller obligation of FTH LLC to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If the Seller discovers, Upon discovery by or is notified by a Requesting Party with a Repurchase Request regarding, notice to any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(b) 2.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller will investigate and the Receivable Issuer of such breach; provided, further, that the failure to confirm give such notice shall not affect any obligation of the Seller hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or the Business Day before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount Repurchase Price by the Seller, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 2.3. It is understood and agreed that the right to cause the Seller to purchase repurchase (or to enforce the obligations of Seller Santander Consumer under the Receivables Purchase Agreement to purchaserepurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.032.3.

Repurchase upon Breach. If Upon discovery by or notice to the Depositor or Seller discovers, or is notified by a Requesting Party with a Repurchase Request regarding, of a breach of any of the representations and warranties set forth in Section 3.02(b) to the Receivables Purchase Agreement at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other party; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, shall be deemed to constitute prompt notice by the Seller will investigate the Receivable to confirm the breach and determine (if the breach triggers a Repurchase EventSeller is the Servicer) of such breach; provided, further, that the failure to give such notice shall not affect any obligation of Seller hereunder. Following a Repurchase Event, the If Seller shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified of and confirmed 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 materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Depositor (or the Noteholders its assignee) to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Seller shall be at a price equal to the Purchased AmountPurchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3 of the Sale and Servicing Agreement). In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer Depositor equal to the Purchased 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 in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier such Payment Date). Upon payment of such Purchased Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account, with respect to such Receivables, pursuant to Section 3.3 of the Sale and Servicing Agreement) by the Seller, the Issuer and the Indenture Trustee Depositor shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the obligation of Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Depositor.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of a Servicer’s Certificate shall be deemed to confirm constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, the Seller then Santander Consumer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (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 the Seller Santander Consumer elects, an earlier Payment Datedate) after the date that the Seller Santander Consumer became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Santander Consumer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller Santander Consumer shall make (or shall cause to be made) a payment to the Issuer Purchaser (or its assignee) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller Santander Consumer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the SellerSantander Consumer, the Issuer and the Indenture Trustee 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 shall may be reasonably necessary requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in the Seller Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.4. It is understood and agreed that the right obligation of Santander Consumer to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser (or its assignee).

Repurchase upon Breach. If Upon discovery by or notice to a Responsible Officer of the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, Colonial of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller will investigate party discovering such breach or receiving written notice of such breach shall give prompt written notice of such breach to the Receivable other party hereto; provided, that, delivery of an Investor Report which identifies that Receivables are being or have been repurchased shall be deemed to confirm constitute prompt written notice by Colonial and the Purchaser of that breach; provided, further, that the failure to give such notice shall not affect any obligation of Colonial hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in the related Receivable, the Seller then Colonial shall either (a) correct or cure such breach that breach, if applicable, or (b) purchase any repurchase that Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller Colonial elects, an earlier Payment Datedate) after the date that the Seller Colonial became aware of or was notified of and confirmed such breach. Any such Such breach or failure will be deemed not to materially have a material and adversely affect adverse effect on the Noteholders or the Issuer if such breach or failure does not affect the ability 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 the Seller Colonial shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such that repurchase, the Seller Colonial shall make pay (or shall cause to be madepaid) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller Colonial elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the SellerColonial, the Issuer and the Indenture Trustee 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 shall may be reasonably necessary requested by Colonial to evidence such release, transfer or assignment or more effectively vest in the Seller Colonial or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.4. It is understood and agreed that the right obligation of Colonial to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting with respect to such breach available to the 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 3.03Purchaser (or its assignee).

Repurchase upon Breach. If Upon discovery by or notice to a Responsible Officer of the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, BAC of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer, the Seller Grantor Trust, the Noteholders or the Certificateholders in such Receivable, the party discovering such breach or receiving written notice of such 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 BAC and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will investigate be deemed to have knowledge of such breach only if a Responsible Officer of the Receivable 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 confirm give such notice shall not affect any obligation of BAC hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer, the Seller Grantor Trust, the Noteholders or the Certificateholders in such Receivable, then BAC shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (or any 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 the Seller BAC elects, an earlier Payment Datedate) after the date that the Seller BAC became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the interests of the Issuer, the Grantor Trust, the Noteholders or the Issuer Certificateholders if such breach or failure does has not affect affected the ability of the Issuer Purchaser (or any subsequent assignee of the Noteholders Purchaser) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller BAC shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller BAC shall make (or shall cause to be made) a payment to the Issuer Purchaser (or any subsequent assignee of the Purchaser) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, Mountain Standard Time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller BAC elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the SellerBAC, the Issuer and Purchaser (or any subsequent assignee of the Indenture Trustee Purchaser) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by BAC to evidence such release, transfer or assignment or more effectively vest in the Seller BAC or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.4. It is understood and agreed that the right obligation of BAC to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, Purchaser (or any subsequent assignee of the Noteholders, the Owner Trustee, the Certificateholders and the Indenture TrusteePurchaser). 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 Purchase Agreement

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller 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 identifying directly or indirectly that receivables are 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 investigate be deemed to have knowledge of such breach only if a Responsible Officer of the Receivable 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 confirm give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, the Seller then Santander Consumer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (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 the Seller Santander Consumer elects, an earlier Payment Datedate) after the date that the Seller Santander Consumer became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does has not affect affected the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Santander Consumer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller Santander Consumer shall make (or shall cause to be made) a payment to the Issuer Purchaser (or its assignee) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller Santander Consumer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the SellerSantander Consumer, the Issuer and the Indenture Trustee 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 shall may be reasonably necessary requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in the Seller Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.4. It is understood and agreed that the right obligation of Santander Consumer to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser (or its assignee).

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Depositor or is notified by a Requesting Party with a Repurchase Request regarding, the Bank of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer, the Seller will investigate Noteholders or the Receivable Certificateholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to confirm the other party; provided, that delivery of a Servicer’s Report which identifies the Receivables that are being or have been repurchased shall be deemed to constitute prompt notice of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Bank hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer, the Seller Noteholders or the Certificateholders, then the Bank shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerDepositor (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 the Seller Bank elects, an earlier Payment Datedate) after the date that the Seller Bank became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Depositor (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Bank shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller Bank shall make (or shall cause to be made) a payment to the Issuer Depositor (or its assignee) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time, on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, then prior to the close of business on the Business Day preceding the Payment Date of prior to such repurchase (or, if the Seller elects, an earlier Payment Date)date. Upon payment of such Purchased Amount Repurchase Price by the SellerBank, the Issuer and the Indenture Trustee 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 shall may be reasonably necessary requested by the Bank to evidence such release, transfer or assignment or more effectively vest in the Seller Bank or its designee any Receivable and the related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause obligation of the Seller Bank to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Depositor (or its assignee).

Repurchase upon Breach. If the Seller discovers, or is notified Upon discovery by a Requesting Party with a Repurchase Request regarding, any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(b) 2.2 with respect to the Receivables Purchase Agreement any Contract at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer[, the Insurer] or the Noteholders in such Contract, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller will investigate the Receivable to confirm hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer[, the Insurer] or the Noteholders in such Contract, then the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by repurchase such breach Contract from the 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 the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount Repurchase Price by the Seller, the Issuer Indenture Trustee, on behalf of the Indenture Secured Parties, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable Contract and related Transferred Assets repurchased pursuant heretoto this Section 2.3. It is understood and agreed that that, unless the Seller fails to repurchase (or fails to enforce the obligation of the Originator under the Contribution Agreement to repurchase) any Contract as described above, the right to cause the Seller to purchase repurchase (or to enforce the obligations of Seller the Originator under the Receivables Purchase Contribution Agreement to purchaserepurchase) any Receivable Contract as described above shall constitute the sole remedy respecting such breach available to the Issuer[, the Noteholders, the Owner Trustee, the Certificateholders 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 Contract pursuant to this Section 3.032.3.

Repurchase upon Breach. If (a) Each of the Seller discoversand the Purchaser shall inform the other promptly, in writing, upon the discovery by it of any breach of the Seller's representations and warranties pursuant to Section 2.2 which materially and adversely affects the interest of the Issuer in any Receivable. Unless the breach shall have been cured by the last day of the second Collection Period following discovery by or written notice to the Seller of such breach, the Seller shall repurchase any Receivable for which the interest of the Issuer is materially and adversely affected by such breach as of such last day (or, at the Purchaser's option, the last day of the first Collection Period following the discovery). Any such breach shall not be deemed to have a material and adverse effect on the interests of the Issuer if such breach does not affect the ability of the Issuer to receive and retain timely payment in full on the related Receivable. The Seller shall remit the related 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 of the Sale and Servicing Agreement), to or at the direction of the Purchaser. (b) In addition to the foregoing repurchase obligations, if the interest of the Purchaser in any Receivable is notified materially and adversely affected by a Requesting Party breach by an Originator of a representation or warranty relating to such Receivable in an Originator Purchase Agreement, the Seller shall repurchase such Receivable from the Issuer but only if the Originator shall in fact repurchase such Receivable. The Seller shall remit the purchase price paid by the Originator with a Repurchase Request regarding, respect to such Receivable pursuant to Section 3.3 of the Sale and Servicing Agreement to or at the direction of the Purchaser. (c) The sole remedy of the Purchaser with respect to a breach of any of the representations and warranties set forth referred to in Section 3.02(b) to the Receivables Purchase Agreement at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach triggers a Repurchase Event. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Sections 2.2 shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 the related Receivables pursuant to Section 2.3. (d) With respect to all Receivables purchased pursuant to this Section 3.03.2.3, the Purchaser shall assign to the Seller, without recourse, representation or warranty, all of the

Repurchase upon Breach. If the Seller discovers, or is notified Upon discovery by a Requesting Party with a Repurchase Request regarding, any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(b) to the Receivables Purchase Agreement 2.2 at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the Seller will investigate party discovering such breach shall give prompt written notice thereof to the Receivable other parties hereto; provided, that the failure to confirm the breach and determine if the breach triggers a Repurchase Event. Following a Repurchase Event, give such notice shall not affect any obligation of the Seller shall either (a) hereunder. If the Seller does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified of and confirmed 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 materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier such Payment Date). Upon payment of such Purchased Amount Repurchase Price by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller COAF under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.032.3.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, FTH LLC of a breach of any of the representations and warranties set forth in Section 3.02(b) to the Receivables Purchase Agreement 3.2 at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of the Servicer’s Certificate shall be deemed to confirm constitute prompt notice by the breach Servicer and determine if the breach triggers a Repurchase EventIssuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of FTH LLC hereunder. Following a Repurchase Event, the Seller shall either (a) If FTH LLC does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Seller FTH LLC elects, an earlier Payment Datedate) after the date that the Seller FTH LLC became aware of or was notified of and confirmed 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 materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller FTH LLC shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller FTH LLC shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier such Payment Date). Upon payment of such Purchased Amount Repurchase Price by the SellerFTH LLC, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by FTH LLC to evidence such release, transfer or assignment or more effectively vest in the Seller FTH LLC or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller obligation of FTH LLC to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If the Seller discovers, or is notified Upon discovery by a Requesting Party with a Repurchase Request regarding, any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(b2.2 with respect to any Contract (regardless of any knowledge limitation) to the Receivables Purchase Agreement at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer, the Insurer or the Noteholders in such Contract, the party discovering such breach shall give prompt written notice thereof to the other parties hereto and the Insurer; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller will investigate the Receivable to confirm hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer, the Insurer or the Noteholders in such Contract, then the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by repurchase such breach Contract from the Issuer, in either case on or before the Payment Determination Date following the end of the first full Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will of the representation set forth in clause (a)(vii) of Schedule I shall be deemed not to automatically, materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability interests of the Issuer or the Noteholders to receive and retain timely payment in full on such ReceivableInsurer. Any such purchase by the Seller shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount Repurchase Price by the Seller, the Issuer Indenture Trustee, on behalf of the Indenture Secured Parties, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable Contract and related Transferred Assets repurchased pursuant heretoto this Section 2.3. It is understood and agreed that that, unless the Seller fails to repurchase (or fails to enforce the obligation of the Originator under the Contribution Agreement to repurchase) any Contract as described above, the right to cause the Seller to purchase repurchase (or to enforce the obligations of Seller the Originator under the Receivables Purchase Contribution Agreement to purchaserepurchase) any Receivable Contract as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 Contract pursuant to this Section 3.032.3.

Repurchase upon Breach. If the Seller discovers, or is notified Upon discovery by a Requesting Party with a Repurchase Request regarding, any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(b) to the Receivables Purchase Agreement 2.2 at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the Seller will investigate party discovering such breach shall give prompt written notice thereof to the Receivable other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to confirm constitute prompt notice by the breach Servicer and determine if the breach triggers a Repurchase Event. Following a Repurchase EventIssuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller shall either (a) hereunder. If the Seller does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified of and confirmed 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 materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding the such Payment Date of repurchase (orDate, or earlier date, if elected by the Seller elects, an earlier Payment Date)Seller. Upon payment of such Purchased Amount Repurchase Price by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary requested of it to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller VCI under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.032.3.

Repurchase upon Breach. If the Seller discovers, Upon discovery by or is notified by a Requesting Party with a Repurchase Request regarding, notice to any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(b) 2.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller will investigate and the Receivable Issuer of such breach; provided, further, that the failure to confirm give such notice shall not affect any obligation of the Seller hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount Repurchase Price by the Seller, the Issuer Indenture Trustee, on behalf of the Noteholders, and the Indenture Trustee Issuer shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 2.3. It is understood and agreed that the right to cause the Seller to purchase repurchase (or to enforce the obligations of Seller Santander Consumer under the Receivables Purchase Agreement to purchaserepurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.032.3.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Depositor or is notified by a Requesting Party with a Repurchase Request regarding, the Originator of a breach of any of the representations and warranties set forth in Section 3.02(b) to the Receivables Purchase Agreement 3.2 at the time such representations and warranties were mademade (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, the Seller will investigate Insurer or the Receivable to confirm Noteholders in the breach and determine if the breach triggers a Repurchase Event. Following a Repurchase EventContracts, the Seller party discovering such breach or receiving such notice shall either (a) give prompt written notice thereof to the other party and the Insurer; provided, that the failure to give such notice shall not affect any obligation of 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 (b) purchase was notified of such breach, then the Originator shall repurchase any Receivable materially and adversely Contract affected by such breach from which materially and adversely affects the interests of the Issuer, the Insurer or the Noteholders in either case such Contract from the Depositor on or before the Payment Date following the end such last day. Any breach of the Collection Period which includes the 60th day representation set forth in clause (or, if the Seller elects, an earlier Payment Datea)(vii) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will Schedule I shall be deemed not to automatically, materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability interests of the Issuer or the Noteholders to receive and retain timely payment in full on such ReceivableInsurer. Any such purchase repurchase by the Seller Originator shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller Originator shall make (or shall cause to be made) a payment to the Issuer Depositor equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date)such date. Upon payment of such Purchased Amount Repurchase Price by the SellerOriginator, the Issuer and the Indenture Trustee Depositor shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller Originator or its designee any Receivable Contract repurchased pursuant hereto. It is understood and agreed that the right obligation of the Originator to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable Contract as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Depositor.

Repurchase upon Breach. If the Seller discovers, discovers or is notified by a Requesting Party with a Repurchase Request regarding, regarding a breach of any of the representations and warranties set forth in Section 3.02(b) Exhibit A to the Receivables Purchase Agreement at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach triggers a Repurchase Event. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period Period, which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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. If Upon discovery by any party hereto or by an Authorized Officer of the Seller discovers, or is notified by a Requesting Party with a Repurchase Request regarding, Indenture Trustee of a breach of any of the representations and warranties set forth in Section 3.02(b) to the Receivables Purchase Agreement 2.2 at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the Seller will investigate party discovering such breach shall give prompt written notice thereof to the Receivable other parties hereto and to confirm the breach Indenture Trustee; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, shall be deemed to constitute prompt notice by the Servicer and determine if the breach triggers a Repurchase EventIssuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Depositor hereunder. Following a Repurchase Event, If the Seller shall either (a) Depositor does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Seller Depositor elects, an earlier Payment Datedate) after the date that the Seller Depositor became aware of or was notified of and confirmed 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 materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to collect, receive and retain timely payment in full on such Receivable, including any Liquidation Proceeds. Any such purchase by the Seller Depositor shall be at a price equal to the Purchased AmountPurchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3). In consideration for such repurchase, the Seller Depositor shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding the such Payment Date of repurchase (orDate, or earlier date, if elected by the Seller elects, an earlier Payment Date)Depositor. Upon payment of such Purchased Purchase Amount (less any Liquidation Proceeds deposited, or to be deposited, in the Collection Account with respect to such Receivable pursuant to Section 3.3) by the SellerDepositor, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary requested of it to vest in the Seller Depositor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller Depositor to purchase (or to enforce the obligations of the Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.032.3 or 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. If the Seller discovers, or is notified Upon discovery by a Requesting Party with a Repurchase Request regarding, any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(b) 2.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller will investigate the Receivable to confirm hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding the Payment Date date of repurchase (or, if the Seller elects, an earlier Payment Date)such repurchase. Upon payment of such Purchased Amount Repurchase Price by the Seller, the 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 shall may be reasonably necessary requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Seller or its designee all of the Issuer’s and Indenture Trustee’s rights in any Receivable and related Transferred Assets repurchased pursuant heretoto this Section 2.3. It is understood and agreed that the right to cause the Seller to purchase repurchase (or to enforce the obligations of Seller COAF under the Receivables Purchase Agreement to purchaserepurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.032.3.

Repurchase upon Breach. If Upon discovery by or notice to a Responsible Officer of the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, BAC of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer, the Seller Grantor Trust, the Noteholders or the Certificateholders in such Receivable, the party discovering such breach or receiving written notice of such 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 BAC and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will investigate be deemed to have knowledge of such breach only if a Responsible Officer of the Receivable 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 confirm give such notice shall not affect any obligation of BAC hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer, the Seller Grantor Trust, the Noteholders or the Certificateholders in such Receivable, then BAC shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (or any 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 the Seller BAC elects, an earlier Payment Datedate) after the date that the Seller BAC became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the interests of the Issuer, the Grantor Trust, the Noteholders or the Issuer Certificateholders if such breach or failure does has not affect affected the ability of the Issuer Purchaser (or any subsequent assignee of the Noteholders Purchaser) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller BAC shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller BAC shall make (or shall cause to be made) a payment to the Issuer Purchaser (or any subsequent assignee of the Purchaser) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, Mountain Standard Time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller BAC elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the SellerBAC, the Issuer and Purchaser (or any subsequent assignee of the Indenture Trustee Purchaser) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by BAC to evidence such release, transfer or assignment or more effectively vest in the Seller BAC or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.4. It is understood and agreed that the right obligation of BAC to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, Purchaser (or any subsequent assignee of 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 3.03Purchaser).

Repurchase upon Breach. If Upon discovery by or notice to FTH LLC or the Seller discovers, or is notified by a Requesting Party with a Repurchase Request regarding, Bank of a breach of any of the representations and warranties set forth in Section 3.02(b) to the Receivables Purchase Agreement 3.2 at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of a Servicer’s Certificate which identifies the Receivables that are being or have been repurchased shall be deemed to confirm constitute prompt notice of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Bank hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders, then the Seller Bank shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerFTH LLC, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller Bank elects, an earlier Payment Datedate) after the date that the Seller Bank became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer FTH LLC (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Bank shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller Bank shall make (or shall cause to be made) a payment to the Issuer FTH LLC equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, then prior to the close of business on the Business Day preceding the Payment Date of prior to such repurchase (or, if the Seller elects, an earlier Payment Date)date. Upon payment of such Purchased Amount Repurchase Price by the SellerBank, the Issuer and the Indenture Trustee FTH LLC shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Bank to evidence such release, transfer or assignment or more effectively vest in the Seller Bank or its designee any Receivable and the related Bank Transferred Assets repurchased pursuant hereto. It is understood and agreed that the right to cause obligation of the Seller Bank to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03FTH LLC.

Repurchase upon Breach. If the Seller discovers, or is notified Upon discovery by a Requesting Party with a Repurchase Request regarding, any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(b) to the Receivables Purchase Agreement 2.2 at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the Seller will investigate party discovering such breach shall give prompt written notice thereof to the Receivable other parties hereto; provided, that delivery of the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to confirm constitute prompt notice by the breach and determine Servicer (if the breach triggers a Repurchase Event. Following a Repurchase EventBank is the Servicer) of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller shall either (a) hereunder. If the Seller does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified of and confirmed 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 materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to collect, receive and retain timely payment in full on such Receivable, including Liquidation Proceeds. Any such purchase by the Seller shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding the such Payment Date of repurchase (orDate, or earlier date, if elected by the Seller elects, an earlier Payment Date)Seller. Upon payment of such Purchased Amount Repurchase Price by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary requested of it to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller the Bank under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.032.3. 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. If Seller or Purchaser, as the Seller discoverscase may be, or is notified by a Requesting Party with a Repurchase Request regardingshall inform the other party to this Agreement promptly, a breach in writing, upon the discovery of any breach or failure to be true of the representations and or warranties set forth made by Seller in Section 3.02(b) 3.2; provided that the failure to the Receivables Purchase Agreement at the time give such representations and warranties were made, the Seller will investigate the Receivable to confirm notice shall not affect any obligation of Seller. If the breach and determine if or failure shall not have been cured by the breach triggers a Repurchase Event. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end last day of the Collection Period which includes the 60th day (or, or if the Seller elects, an earlier Payment Datethe 30th day) after the date that the on which Seller became becomes aware of of, or was notified of receives written notice from Purchaser of, such breach or failure, and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect affects the Noteholders or interests of Issuer and the Issuer if 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 does with respect to the representations and warranties contained in Section 3.2 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such In consideration of the purchase by the of a Receivable hereunder, Seller shall be at (unless otherwise directed by Purchaser in writing) deposit the Purchase Amount of such 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 price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (breach or shall cause failure to be made) a payment true of the warranties made by Seller pursuant to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as 3.2 shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the require Seller to purchase (or to enforce the obligations of Seller under the repurchase Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Section.

Repurchase upon Breach. If (a) Each of the Seller discoversand the Purchaser shall inform the other promptly, in writing, upon the discovery by it of any breach of the Seller’s representations and warranties pursuant to Section 2.2 which materially and adversely affects the interest of the Issuer in any Receivable. Unless the breach shall have been cured by the last day of the second Collection Period following discovery by or written notice to the Seller of such breach, the Seller shall repurchase any Receivable for which the interest of the Issuer is materially and adversely affected by such breach as of such last day (or, at the Purchaser’s option, the last day of the first Collection Period following the discovery). Any such breach shall not be deemed to have a material and adverse effect on the interests of the Issuer if such breach does not affect the ability of the Issuer to receive and retain timely payment in full on the related Receivable. The Seller shall remit the related 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 of the Sale and Servicing Agreement), to or at the direction of the Purchaser. (b) In addition to the foregoing repurchase obligations, if the interest of the Purchaser in any Receivable is notified materially and adversely affected by a Requesting Party breach by an Originator of a representation or warranty relating to such Receivable in an Originator Purchase Agreement, the Seller shall repurchase such Receivable from the Issuer but only if the Originator shall in fact repurchase such Receivable. The Seller shall remit the purchase price paid by the Originator with a Repurchase Request regarding, respect to such Receivable pursuant to Section 3.3 of the Sale and Servicing Agreement to or at the direction of the Purchaser. (c) The sole remedy of the Purchaser with respect to a breach of any of the representations and warranties set forth referred to in Section 3.02(b) to the Receivables Purchase Agreement at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach triggers a Repurchase Event. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Sections 2.2 shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 the related Receivables pursuant to Section 2.3. (d) With respect to all Receivables purchased pursuant to this Section 3.032.3, the Purchaser shall assign to the Seller, without recourse, representation or warranty, all of the Purchaser’s right, title and interest in and to such Receivables and all security and documents relating thereto.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, COAF of a breach of any of the representations and warranties set forth described in Section 3.02(b) 3.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of the Servicer’s Certificate shall be deemed to confirm constitute prompt notice by the Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of COAF hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Purchaser, the Seller Issuer or the Noteholders in such Receivable, then COAF shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller COAF became aware of or was notified of and confirmed such breach. Any such breach or failure will not be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller COAF shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller COAF shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding the Payment Date date of repurchase (or, if the Seller elects, an earlier Payment Date)such repurchase. Upon payment of such Purchased Amount Repurchase Price by the SellerCOAF, the Issuer and the Indenture Trustee Purchaser 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 shall may be reasonably necessary requested by COAF to evidence such release, transfer or assignment or more effectively vest in the Seller COAF or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right to cause the Seller obligation of COAF to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If the Seller discovers, or is notified by a Requesting Party with a Repurchase Request regarding, a breach of any of the representations and warranties set forth in Section 3.02(b) to the Receivables Purchase Agreement at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach triggers a Repurchase Event. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period Period, which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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. If Upon discovery by or notice to the Issuer or the Seller discovers, or is notified by a Requesting Party with a Repurchase Request regarding, of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.7 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer, the Noteholders or the Certificateholders, 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 Report which identifies the Receivables that are being or have been repurchased shall be deemed to constitute prompt notice of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller will investigate the Receivable to confirm hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer, the Noteholders or the Certificateholders, then the Seller shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th sixtieth (60th) day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time, on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, then prior to the close of business on the Business Day preceding the Payment Date of prior to such repurchase (or, if the Seller elects, an earlier Payment Date)date. Upon payment of such Purchased Amount Repurchase Price by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Seller or its designee any Receivable and the related Transferred Assets repurchased pursuant hereto. It is understood and agreed that the right to cause obligation of the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, COAF of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer, the Seller will investigate Note Insurer or the Receivable Noteholders in such Receivable, the party discovering such breach or receiving such notice shall give prompt written notice thereof to confirm the other party; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of COAF hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Purchaser, the Seller Issuer, the Note Insurer or the Noteholders in such Receivable, then COAF shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller COAF became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller COAF shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller COAF shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller elects, an earlier Payment Date)repurchase. Upon payment of such Purchased Amount Repurchase Price by the SellerCOAF, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by COAF to evidence such release, transfer or assignment or more effectively vest in the Seller COAF or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right to cause the Seller that, unless COAF fails to purchase (or any Receivable as described above, the obligation of COAF to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, Santander Consumer of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of a Servicer’s Certificate shall be deemed to confirm constitute prompt notice by Santander Consumer and the Purchaser of such breach; provided, further, that the failure to give such notice shall not affect any obligation of Santander Consumer hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, the Seller then Santander Consumer shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (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 the Seller Santander Consumer elects, an earlier Payment Datedate) after the date that the Seller Santander Consumer became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller Santander Consumer shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller Santander Consumer shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller Santander Consumer elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the SellerSantander Consumer, the Issuer and the Indenture Trustee 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 shall may be reasonably necessary requested by Santander Consumer to evidence such release, transfer or assignment or more effectively vest in the Seller Santander Consumer or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.4. It is understood and agreed that the right obligation of Santander Consumer to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If Upon discovery by or notice to the Issuer or the Seller discovers, or is notified by a Requesting Party with a Repurchase Request regarding, of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.7 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, 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 are being or have been repurchased shall be deemed to constitute prompt notice of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller will investigate the Receivable to confirm hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders, then the Seller shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th sixtieth (60th) day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, then prior to the close of business on the Business Day preceding the Payment Date of prior to such repurchase (or, if the Seller elects, an earlier Payment Date)date. Upon payment of such Purchased Amount Repurchase Price by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Seller or its designee any Receivable and the related Transferred Assets repurchased pursuant hereto. It is understood and agreed that the right to cause obligation of the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, the Bank of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of the Servicer’s Certificate, which identifies that Receivables are being or have been repurchased, shall be deemed to confirm constitute prompt notice by the breach Servicer and determine if the breach triggers a Repurchase Event. Following a Repurchase Event, the Seller of such breach; provided, further, that the failure to give such notice shall either (a) not affect any obligation of the Bank hereunder. If the Bank does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Seller Bank elects, an earlier Payment Datedate) after the date that the Seller Bank became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to , then the Bank shall purchase any Receivable materially and adversely affect the Noteholders or the Issuer if affected by such breach from the Purchaser (or failure does not affect its assignee) on the ability Payment Date following the end of the Issuer or the Noteholders to receive and retain timely payment in full on such ReceivableCollection Period. Any such purchase by the Seller Bank shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller Bank shall make (or shall cause to be made) a payment to the Issuer Purchaser (or its assignee) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier such Payment Date). Upon payment of such Purchased Amount Repurchase Price by the SellerBank, the Issuer and the Indenture Trustee 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 shall may be reasonably necessary requested by the Bank to evidence such release, transfer or assignment or more effectively vest in the Seller Bank or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right obligation of the Bank to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, COAF of a breach of any of the representations and warranties set forth described in Section 3.02(b) 3.2 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivables Purchase Agreement at other party; provided, that the time failure to give such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach triggers a Repurchase Eventnotice shall not affect any obligation of COAF hereunder. Following a Repurchase Event, the Seller shall either (a) If COAF does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Seller Purchaser elects, an earlier Payment Datedate) after the date that the Seller COAF became aware of or was notified of and confirmed 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 materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller COAF shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller COAF shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier such Payment Date). Upon payment of such Purchased Amount Repurchase Price by the SellerCOAF, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by COAF to evidence such release, transfer or assignment or more effectively vest in the Seller COAF or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right to cause the Seller obligation of COAF to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If the Seller discovers, or is notified Upon discovery by a Requesting Party with a Repurchase Request regarding, any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(b) 2.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller will and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller hereunder. The Indenture Trustee need not investigate the Receivable to confirm facts stated in a Servicer’s Certificate delivered in accordance with the breach and determine if the breach triggers a Repurchase Eventforegoing sentence. Following a Repurchase Event, If the Seller shall either (a) does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified of and confirmed 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 materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding the such Payment Date of repurchase (orDate, or earlier date, if elected by the Seller elects, an earlier Payment Date)Seller. Upon payment of such Purchased Amount Repurchase Price by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary requested of it to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller VCI under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.032.3.

Repurchase upon Breach. If Upon discovery by or notice to the Issuer or the Seller discovers, or is notified by a Requesting Party with a Repurchase Request regarding, of a breach of any of the representations and warranties set forth in Section 3.02(b) to the Receivables Purchase Agreement 3.7 at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, 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 are being or have been repurchased shall be deemed to constitute prompt notice of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller will investigate the Receivable to confirm hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders, then the Seller shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the date of such repurchase, if such repurchase date is not a Payment Date or, if such repurchase date is a Payment Date, then prior to the close of business on the Business Day preceding the Payment Date of prior to such repurchase (or, if the Seller elects, an earlier Payment Date)date. Upon payment of such Purchased Amount Repurchase Price by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by the Seller to evidence such release, transfer or assignment or more effectively vest in the Seller or its designee any Receivable and the related Transferred Assets repurchased pursuant hereto. It is understood and agreed that the right to cause obligation of the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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. If Seller, Servicer or Trustee, as the Seller discoverscase may be, or is notified by a Requesting Party with a Repurchase Request regardingshall inform the other parties to this Agreement promptly, a breach in writing, upon the discovery of any breach or failure to be true of the representations and or warranties set forth made by Seller in Section 3.02(b) 2.2, provided that the failure to the Receivables Purchase Agreement at the time give such representations and warranties were made, the Seller will investigate the Receivable to confirm notice shall not affect any obligation of Seller. If the breach and determine if or failure shall not have been cured by the breach triggers a Repurchase Event. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end last day of the Collection Period which includes the 60th day (or, or if the Seller elects, an earlier Payment Datethe 30th day) after the date that the on which Seller became becomes aware of of, or was notified of receives written notice from Trustee or Servicer of, such breach or failure, and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect affects the Noteholders or interests of Trustee and the Issuer if Holders in any Receivable, Seller shall repurchase each such affected Receivable from Trustee 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 does with respect to the representations and warranties contained in Section 2.2 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of the Issuer or the Noteholders Trust to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 a Receivable hereunder, Seller shall remit the Purchase Amount of such Receivable, no later than the close of business on the next Deposit Date, in the manner specified in Section 4.4. The sole remedy of the Trust, Trustee or the Holders with respect to a breach or failure to be true of the representations or warranties made by Seller pursuant to Section 2.2 shall be to require Seller to repurchase Receivables pursuant to this Section 3.03Section.

Repurchase upon Breach. If The Seller or the Seller discoversPurchaser, or is notified by a Requesting Party with a Repurchase Request regardingas the case may be, a breach shall inform the other party to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations and or warranties set forth made by the Seller in Section 3.02(b) 3.3; provided that the failure to give such notice shall not affect any obligation of the Receivables Purchase Agreement at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm Seller. If the breach and determine if or failure shall not have been cured by the breach triggers a Repurchase Event. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end last day of the Collection Period which includes the 60th day (or, or if the Seller elects, an earlier Payment Dateday) after the date that on which the Seller became becomes aware of of, or was notified of receives written notice from the Purchaser or an assignee from the Purchaser or an assignee from of, such breach or failure, and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect affects the Noteholders or interests of the Issuer if 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 does with respect to the representations and warranties contained in Section 3.3 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of the Issuer Purchaser, or the Noteholders its successors or assigns, to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchaseof the purchase of a Receivable hereunder, the Seller shall make (unless otherwise directed by the Purchaser, or shall cause to be madeits successors or assigns, in writing) a payment to deposit the Issuer equal to Purchase Amount of such Receivable, no later than the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 close of business on the Business Day preceding next Deposit Date, in the Payment Date manner specified in Section 5.4 of repurchase (or, if the Seller elects, an earlier Payment Date)Sale and Servicing Agreement. Upon the payment of such Purchased Amount purchase price by the Seller, the Issuer and the Indenture Trustee 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, representation as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood The sole remedy of the Purchaser and agreed that its successor or assigns with respect to a breach or failure to be true of the right warranties made by the Seller pursuant to cause Section 3.3, shall be to require the Seller to purchase (or to enforce the obligations of Seller under the repurchase Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.033.4.

Repurchase upon Breach. If The Seller, the Seller discoversServicer, or is notified by a Requesting Party with a Repurchase Request regardingthe Issuer, a 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 of any breach of any of the Seller’s representations and warranties set forth pursuant to Section 3.01 that materially and adversely affects the interests of the Securityholders in any Receivable; provided, that the delivery of the Servicer’s Certificate pursuant to Section 3.02(b) 4.08 shall be deemed to constitute prompt written notice by the Receivables Purchase Agreement at the time Servicer of such representations and warranties were made, the Seller will investigate the Receivable to confirm breach. If the breach materially and determine if adversely 26 (Nissan 2016-C Sale and Servicing Agreement) affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Securityholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Distribution Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect adverse effect on the Noteholders or the Issuer interests of Securityholders if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchaseof the purchase of the Receivables, the Seller shall make remit (or shall cause to be maderemitted) a payment to the Issuer equal to Repurchase Payment in the Purchased Amount by depositing such amount into the Collection Account manner specified in accordance with Section 5.04 on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date)5.05. Upon payment of such Purchased Amount Repurchase Payment by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary requested of it to vest in the Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood The Indenture Trustee and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, Trustee shall not be deemed to have knowledge of any breach of the Certificateholders Seller’s representations and warranties unless an Authorized Officer has actual knowledge thereof or has received written notice thereof in accordance with the Indenture TrusteeBasic 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 3.033.02. 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 warranties pursuant to Section 3.01, shall be to require the Seller to repurchase Receivables pursuant to this Section 3.02.

Repurchase upon Breach. If the Seller discovers, or is notified Upon discovery by a Requesting Party with a Repurchase Request regarding, any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(b) to the Receivables Purchase Agreement 2.2 at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the Seller will investigate party discovering such breach shall give prompt written notice thereof to the Receivable other parties hereto; provided, that delivery of the Servicer’s Certificate which identifies that Receivables are being or have been repurchased shall be deemed to confirm constitute prompt notice by the breach and determine Servicer (if the breach triggers a Repurchase Event. Following a Repurchase EventBank is the Servicer) of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller shall either (a) hereunder. If the Seller does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified of and confirmed 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 materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to collect, receive and retain timely payment in full on such Receivable, including Liquidation Proceeds. Any such purchase by the Seller shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount Repurchase Price by depositing such amount into 708320802 14443670 2 Sale and Servicing Agreement (USAA 2014-1) the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding the such Payment Date of repurchase (orDate, or earlier date, if elected by the Seller elects, an earlier Payment Date)Seller. Upon payment of such Purchased Amount Repurchase Price by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary requested of it to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase repurchase (or to enforce the obligations of Seller the Bank under the Receivables Purchase Agreement to purchaserepurchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders 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 3.032.3. 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. If The Seller, the Seller discoversServicer, or is notified by a Requesting Party with a Repurchase Request regardingthe Issuer, a 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 of any breach of any of the Seller’s representations and warranties set forth pursuant to Section 3.01 that materially and adversely affects the interests of the Securityholders in any Receivable; provided, that the delivery of the Servicer’s Certificate pursuant to Section 3.02(b) 4.08 shall be deemed to constitute prompt written notice by the Receivables Purchase Agreement at the time Servicer of such representations and warranties were made, the Seller will investigate the Receivable to confirm breach. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Securityholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Distribution Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect adverse effect on the Noteholders or the Issuer interests of Securityholders if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchaseof the purchase of the Receivables, the Seller shall make remit (or shall cause to be maderemitted) a payment to the Issuer equal to Repurchase Payment in the Purchased Amount by depositing such amount into the Collection Account manner specified in accordance with Section 5.04 on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date)5.05. Upon payment of such Purchased Amount Repurchase Payment by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary requested of it to vest in the Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.033.02. 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 warranties pursuant to Section 3.01, shall be to require the Seller to repurchase Receivables pursuant to this Section 3.02.

Repurchase upon Breach. If Upon discovery by or notice to a Responsible Officer of the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, the Sponsor of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller party discovering such breach or receiving written notice of such breach shall give prompt written notice thereof to the other party; provided, that delivery of a Monthly Report which identifies that Receivables are being or have been repurchased shall be deemed to constitute prompt notice by the Sponsor and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will investigate be deemed to have knowledge of such breach only if a Responsible Officer of the Receivable 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 confirm give such notice shall not affect any obligation of the Sponsor hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, then the Seller Sponsor shall either (a) correct or cure (or cause to be corrected or cured) such breach or (b) purchase any repurchase (or cause to be repurchased) such Receivable materially and adversely affected by such breach from the IssuerPurchaser (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 the Seller Sponsor elects, an earlier Payment Datedate) after the date that the Seller Sponsor became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the Noteholders or the Issuer if such breach or failure does not affect the ability 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 repurchase from the Seller Purchaser (or its assignee) shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller Sponsor shall make (or shall cause to be made) a payment to the Issuer Purchaser (or its assignee) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, New York City time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller Sponsor elects, an earlier Payment Datedate). Upon payment of such Purchased Amount by the SellerRepurchase Price, the Issuer and the Indenture Trustee 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 shall may be reasonably necessary requested by the Sponsor to evidence such release, transfer or assignment or more effectively vest in the Seller Sponsor or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.4. It is understood and agreed that the right obligation of the Sponsor to cause the Seller to purchase repurchase (or cause to enforce the obligations of Seller under the Receivables Purchase Agreement to purchasebe repurchased) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser (or its assignee).

Repurchase upon Breach. If the Seller discovers, or is notified Upon discovery by a Requesting Party with a Repurchase Request regarding, any party hereto of a breach of any of the representations and warranties set forth in Section 3.02(b) 2.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which breach materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided, that delivery of the Servicer’s Certificate shall be deemed to constitute prompt notice by the Servicer, the Seller will and the Issuer of such breach; provided, further, that the failure to give such notice shall not affect any obligation of the Seller hereunder. The Indenture Trustee need not investigate the Receivable to confirm facts stated in a Servicer’s Certificate delivered in accordance with the foregoing sentence. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer or the Noteholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the Seller shall make Repurchase 2 Sale and Servicing Agreement (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment DateVALET 2014-1). Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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. If Upon discovery by or notice to a Responsible Officer of the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, BAC of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.3 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer, the Seller Grantor Trust, the Noteholders or the Certificateholders in such Receivable, the party discovering such breach or receiving written notice of such 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 BAC and the Purchaser of such breach; provided, further, that the Indenture Trustee and the Owner Trustee will investigate be deemed to have knowledge of such breach only if a Responsible Officer of the Receivable 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 confirm give such notice shall not affect any obligation of BAC hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Issuer, the Seller Grantor Trust, the Noteholders or the Certificateholders in such Receivable, then BAC shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the IssuerPurchaser (or any 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 the Seller BAC elects, an earlier Payment Datedate) after the date that the Seller BAC became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect the interests of the Issuer, the Grantor Trust, the Noteholders or the Issuer Certificateholders if such breach or failure does has not affect affected the ability of the Issuer Purchaser (or any subsequent assignee of the Noteholders Purchaser) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller BAC shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller BAC shall make (or shall cause to be made) a payment to the Issuer Purchaser (or any subsequent assignee of the Purchaser) equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to noon, Mountain Standard Time, on the Business Day preceding the Payment Date such date of repurchase (or, if the Seller BAC elects, an earlier Payment Datedate). Upon payment of such Purchased Amount Repurchase Price by the SellerBAC, the Issuer and Purchaser (or any subsequent assignee of the Indenture Trustee Purchaser) shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by BAC to evidence such release, transfer or assignment or more effectively vest in the Seller BAC or its designee any Receivable and related Purchased Assets repurchased pursuant heretoto this Section 3.4. It is understood and agreed that the right obligation of BAC to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) repurchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, Purchaser (or any subsequent assignee of the Noteholders, the Owner Trustee, the Certificateholders and the Indenture TrusteePurchaser). 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 Purchase Agreement (BLAST 2025-4)

Repurchase upon Breach. If The Transferor or the Seller discoversPurchaser, or is notified by a Requesting Party with a Repurchase Request regardingas the case may be, a breach shall inform the other party to this Agreement promptly, in writing, upon the discovery of any breach or failure to be true of the representations and or warranties set forth made by the Transferor in Section 3.02(b) 3.3; provided that the failure to give such notice shall not affect any obligation of the Receivables Purchase Agreement at the time such representations and warranties were made, the Seller will investigate the Receivable to confirm Transferor. If the breach and determine if or failure shall not have been cured by the breach triggers a Repurchase Event. Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end last day of the Collection Period which includes the 60th day (or, or if the Seller Transferor elects, an earlier Payment Dateday) after the date that on which the Seller became Transferor becomes aware of of, or was notified of receives written notice from the Purchaser or an assignee from the Purchaser or an assignee from of, such breach or failure, and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely affect affects the Noteholders or interests of the Issuer if and the Holders in any Receivable, the Transferor 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 does with respect to the representations and warranties contained in Section 3.3 will not be deemed to have such a material and adverse effect with respect to a Receivable if the facts resulting in such breach or failure do not affect the ability of the Issuer Purchaser, or the Noteholders its successors or assigns, to receive and retain timely payment in full on such Receivable. Any such In consideration of the purchase of a Receivable hereunder, the Transferor shall (unless otherwise directed by the Seller shall be at a price equal to Purchaser, or its successors or assigns, in writing) deposit the Purchased Amount. In consideration for Purchase Amount of such repurchaseReceivable, no later than the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 close of business on the Business Day preceding next Deposit Date, in the Payment Date manner specified in Section 5.4 of repurchase (or, if the Seller elects, an earlier Payment Date)Sale and Servicing Agreement. Upon the payment of such Purchased Amount purchase price by the SellerTransferor, the Issuer and the Indenture Trustee 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, representation as shall be reasonably necessary to vest in the Seller Transferor or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the The sole remedy respecting such of the Purchaser and its successor or assigns with respect to a breach available or failure to be true of the Issuerwarranties made by the Transferor pursuant to Section 3.3, shall be to require the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty Transferor to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable Receivables pursuant to this Section 3.033.4.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, VCI of a breach of any of the representations and warranties set forth in Section 3.02(b) 3.2 with respect to the Receivables Purchase Agreement any Receivable at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders in such Receivable, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided, that delivery of the Servicer’s Certificate shall be deemed to confirm constitute prompt notice by VCI and the breach and determine if Purchaser of such breach; provided, further, that the breach triggers a Repurchase Eventfailure to give such notice shall not affect any obligation of VCI hereunder. Following a Repurchase Event, the Seller shall either (a) If VCI does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Seller VCI elects, an earlier Payment Datedate) after the date that the Seller VCI became aware of or was notified of and confirmed 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 materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller VCI shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller VCI shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 a.m., New York City time on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier such Payment Date). Upon payment of such Purchased Amount Repurchase Price by the SellerVCI, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by VCI to evidence such release, transfer or assignment or more effectively vest in the Seller VCI or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller obligation of VCI to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If The Seller, the Seller discoversServicer, or is notified by a Requesting Party with a Repurchase Request regardingthe Issuer, a 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 of any breach of any of the Seller’s representations and warranties set forth pursuant to Section 3.01 that materially and adversely affects the interests of the Securityholders in any Receivable; provided, that the delivery of the Servicer’s Certificate pursuant to Section 3.02(b) 4.08 shall be deemed to constitute prompt written notice by the Receivables Purchase Agreement at the time Servicer of such representations and warranties were made, the Seller will investigate the Receivable to confirm breach. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Securityholders in such Receivable, then the Seller shall either (a) correct or cure such breach or (b) purchase any repurchase such Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Distribution Date following the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier Payment Datedate) after the date that the Seller became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially have a material 26 (Nissan 2016-A Sale and adversely affect Servicing Agreement) and adverse effect on the Noteholders or the Issuer interests of Securityholders if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller shall be at a price equal to the Purchased Amount. In consideration for such repurchaseof the purchase of the Receivables, the Seller shall make remit (or shall cause to be maderemitted) a payment to the Issuer equal to Repurchase Payment in the Purchased Amount by depositing such amount into the Collection Account manner specified in accordance with Section 5.04 on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier Payment Date)5.05. Upon payment of such Purchased Amount Repurchase Payment by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary requested of it to vest in the Seller or its designee any Receivable and any related Purchased Assets repurchased pursuant hereto. It is understood The Indenture Trustee and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, Trustee shall not be deemed to have knowledge of any breach of the Certificateholders Seller’s representations and warranties unless an Authorized Officer has actual knowledge thereof or has received written notice thereof in accordance with the Indenture TrusteeBasic 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 3.033.02. 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 warranties pursuant to Section 3.01, shall be to require the Seller to repurchase Receivables pursuant to this Section 3.02.

Repurchase upon Breach. If Upon discovery by or notice to the Seller discovers, Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, VCI of a breach of any of the representations and warranties set forth in Section 3.02(b) to the Receivables Purchase Agreement 3.2 at the time such representations and warranties were mademade which materially and adversely affects the interests of the Issuer or the Noteholders, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party; provided that the failure to confirm the breach and determine if the breach triggers a Repurchase Eventgive such notice shall not affect any obligation of VCI hereunder. Following a Repurchase Event, the Seller shall either (a) If VCI does not correct or cure such breach or (b) purchase any Receivable materially and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following prior to the end of the Collection Period which includes the 60th day (or, if the Seller VCI elects, an earlier Payment Datedate) after the date that the Seller VCI became aware of or was notified of and confirmed 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 materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Purchaser (or the Noteholders its assignee) to receive and retain timely payment in full on such Receivable. Any such purchase by the Seller VCI shall be at a price equal to the Purchased AmountRepurchase Price. In consideration for such repurchase, the Seller VCI shall make (or shall cause to be made) a payment to the Issuer Purchaser equal to the Purchased Amount Repurchase Price by depositing such amount into the Collection Account in accordance with Section 5.04 prior to 11:00 am, New York City time on the Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier such Payment Date). Upon payment of such Purchased Amount Repurchase Price by the SellerVCI, the Issuer and the Indenture Trustee Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller VCI or its designee any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause the Seller obligation of VCI to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the 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 3.03Purchaser.

Repurchase upon Breach. If (a) Upon discovery by or notice to the Seller discovers, Second Tier Purchaser or is notified by a Requesting Party with a Repurchase Request regarding, BASHC of a breach of any of the representations and warranties set forth described in Section 3.02(b) 3.2 with respect to any Receivable listed on the Schedule of Receivables Purchase Agreement at the time such representations and warranties were mademade which materially and adversely affects the interests of the Noteholders, the Seller will investigate party discovering such breach or receiving such notice shall give prompt written notice thereof to the Receivable other party hereto; provided, that delivery of the Monthly Servicer Report, which identifies that Receivables are being or have been repurchased, shall be deemed to confirm constitute prompt notice of such breach; provided, further, the failure to give such notice shall not affect any obligation of BASHC hereunder. If the breach materially and determine if adversely affects the breach triggers a Repurchase Event. Following a Repurchase Eventinterests of the Noteholders, the Seller then BASHC shall either (ai) correct or cure such breach or (bii) purchase any (or cause to be purchased) such Receivable materially and adversely affected by such breach from the Issuerholder thereof, in either case on or before the Payment Date following the end last day of the second Collection Period which includes the 60th day (or, if at the Seller electsoption of BASHC, an earlier Payment Datethe last day of the first Collection Period) after following the date that the Seller BASHC became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed to not to materially have a material and adversely affect the Noteholders or the Issuer adverse effect if such breach or failure does not affect the ability of the Issuer Second Tier Purchaser (or the Noteholders its assignee) to collect, receive and retain timely payment in full on such Receivable, including Liquidation Proceeds. Any such purchase by the Seller BASHC shall be at a price equal to the Purchased Amountrelated Repurchase Price. In consideration for such repurchase, the Seller BASHC shall make (or shall cause to be made) a payment to the Issuer Second Tier Purchaser equal to the Purchased Amount Repurchase Price by depositing (or causing to be deposited) such amount into the Collection Account in accordance with Section 5.04 on the Business Day preceding prior to the Payment Date immediately following the date of repurchase (or, if the Seller elects, an earlier Payment Date)such repurchase. Upon payment of such Purchased Amount Repurchase Price by the SellerBASHC, the Issuer and the Indenture Trustee Second Tier Purchaser shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall may be reasonably necessary requested by BASHC to evidence such release, transfer or assignment or more effectively vest in the Seller BASHC or its designee any Receivable listed on the Schedule of Receivables and related Second Tier Purchased Assets repurchased pursuant heretoto this Section 3.3. It is understood and agreed that the right to cause the Seller BASHC to purchase repurchase (or to enforce the obligations obligation of Seller BANA under the Receivables First Purchase Agreement to purchaserepurchase) any Receivable listed on the Schedule of Receivables as described above shall constitute the sole remedy respecting such breach available to the 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 Second Tier Purchaser. (b) In addition to the occurrence foregoing repurchase obligations, if the interest of any condition requiring the repurchase of Second Tier Purchaser in any Receivable pursuant listed on the Schedule of Receivables is materially and adversely affected by a breach by BANA of a representation or warranty relating to this Section 3.03such Receivable in the First Purchase Agreement, BASHC shall repurchase such Receivable from the Second Tier Purchaser but only if BANA shall in fact repurchase such Receivable. BASHC shall promptly remit into the Collection Account the purchase price paid with respect to such Receivable.