Common use of Optional Purchase of Trust Estate Clause in Contracts

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The On any Distribution Date after the last day of any Collection Period as of which the Pool Balance is equal to or less than the Optional Purchase Balance, the Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties Persons (other than the Seller or its consolidated subsidiaries and parent companies) to purchase) the Grantor Trust Estate Collateral. To exercise such option, the Servicer shall cause to be deposited in the Collection Account an amount equal to the greater of (other than x) the Reserve Accountlesser of (1) from the Issuer on any Payment Date if both Agreed Fair Market Value of the following conditions are satisfied: Receivables and (i2) the sum of the Principal Balances of the Receivables plus accrued and unpaid interest as of the last day of the related Collection PeriodPeriod where “Agreed Fair Market Value” means the fair market value of the Receivables as agreed to by the Servicer and a majority of the Voting Interests of the Certificates or, at the sole election of the Servicer, the Pool Balance has declined to 10% or less fair market value of the Pool Balance Receivables as determined by an independent accounting firm or appraisal firm engaged by the Servicer and (y) the amount necessary to pay in full the (1) Outstanding Amount of all Notes (other than the Cut-Off Class XS Notes) including all accrued and unpaid interest thereon through but excluding the related Distribution Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A2) the Servicing Fee Strip Amount for such Payment Date and all unpaid Servicing Fees with respect to prior periods, the related Collection Period plus (B3) all fees, expenses and indemnities amounts then owed to the Grantor Trust Trustee, the Owner Trustee, the Indenture Trustee Trustee, the Servicer, the Collateral Custodian, the Asset Representations Reviewer, the Administrator and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding NotesBackup Servicer. To exercise such option, the The Servicer (or its designee) shall deposit, subject to Section 4.5, may deposit the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, foregoing purchase price net of any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Distribution Date may either on which such optional purchase is exercised. Any costs and expenses association with an appraisal by the independent accounting firm or appraisal firm shall be applied to reduce at the amount expense of such deposit or remitted to the Issuing Entity. Thereupon, the Servicer (or its designee) following the exercise shall succeed to all interests of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise Grantor Trust, the Optional Purchase to Issuing Entity and the Indenture Trustee in and the Owner Trustee not later than ten days prior to the date property comprising the Grantor Trust Collateral, but not including the Reserve Account which shall remain and be distributed pursuant to Section 8.4(b) of the Optional PurchaseIndenture to the Certificateholders. If The Indenture Trustee shall distribute the Servicer (or its designeeamount deposited pursuant to this Section 6.1 in accordance with Section 2.7(c) exercises of the Optional Purchase, Indenture on such Distribution Date and the Notes shall be redeemed pursuant to Section 10.1 of the Indenture. The Servicer shall give notice of such optional purchase to the Paying Agent and the Indenture Trustee sufficient to allow the notices required pursuant to Section 7.1(c) of the Trust Agreement and Article X of the Indenture to be given. Following the payment in each case in whole but not in part on full of the related Payment Date for Outstanding Amount of the Redemption PriceNotes (other than the Class XS Notes) and all accrued and unpaid interest thereon, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to perform all obligations and retain all rights of the Indenture Trustee pursuant to this Agreement.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, Date and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (DC) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten twenty days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than Receivables, the Reserve Account) Receivable Files and the Related Security relating thereto from the Issuer Grantor Trust on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee, the Grantor Trust Trustee (including in its individual capacity) and the Owner Trustee (including in its individual capacity) and not previously paid, (C) all fees, expenses and indemnities owed to the Standby Servicer and not previously paid, (D) interest then due on the Outstanding Notes and (DE) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.54.5 of the Sale and Servicing Agreement, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. To avoid insufficient funds being available to make all payments as set forth in Section 4.4(a) of the Sale and Servicing Agreement in full, any funds remaining on deposit in the Reserve Account when the Optional Purchase is exercised shall be deposited into the Collection Account pursuant to Section 4.3(c) of the Sale and Servicing Agreement. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee, the Servicer, the Standby Servicer, the Administrator, the Grantor Trust Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price. Following any such Optional Purchase, any funds remaining in the Reserve Account will be distributed to or at the direction of the Depositor.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Business Day prior to the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties Persons to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (ia) as of the last day of the related Collection Period, the Net Pool Balance has declined to 10% or less of the Net Pool Balance as of the Cut-Off Date, ; and (iib) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (Ax) the Servicing Fee for amounts required to be paid under clauses first through ninth and eleventh of Section 8.5(a) of the Indenture (assuming that such Payment Date is not a Redemption Date) and all unpaid Servicing Fees with respect to prior periods, (By) all fees, expenses and indemnities owed the Outstanding Note Balance (after giving effect to the Indenture Trustee payments described in the preceding clause (x)). The purchase price for the Trust Estate (other than the Reserve Account) (the “Optional Purchase Price”) shall equal the Net Pool Balance plus accrued and the Owner Trustee and not previously paid, (C) unpaid interest then due on the Notes and (D) the aggregate unpaid Note Balance of all Receivables as of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into last day of the Collection Account on Period immediately preceding the Redemption Date; provided that, at the Servicer’s option, which amount (net of any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either Date) shall be applied to reduce the amount of such deposit or remitted to deposited by the Servicer (or its designee) following into the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days Collection Account on or prior to noon, New York City time, on the date of the Optional PurchaseRedemption Date. If the Servicer (or its designee) ), exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paidpaid by the Servicer, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee, the Owner Trustee and the Owner Delaware Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties Persons to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (ia) as of the last day of the related Collection Period, the Net Pool Balance has declined to 10% or less of the Net Pool Balance as of the Cut-Off Date, Date and (iib) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (Ax) the Servicing Fee for amounts required to be paid under clauses first through third and fifth of Section 8.5(a) of the Indenture (assuming that such Payment Date is not a Redemption Date) and all unpaid Servicing Fees with respect to prior periods, (By) all fees, expenses and indemnities owed the Outstanding Note Balance (after giving effect to the Indenture Trustee payments described in the preceding clause (x)). The purchase price for the Trust Estate (other than the Reserve Account) (the “Optional Purchase Price”) shall equal the Net Pool Balance plus accrued and the Owner Trustee and not previously paid, (C) unpaid interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such optionReceivables, which amount shall be deposited by the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties persons to purchase) some or all of the Trust Estate (other than the Reserve Account) Receivables from the Issuer on any Payment Date if both of the following conditions are satisfied: (ia) the Net Pool Balance as of the last day of the related Collection Period, the Pool Balance Period has declined to 10% or less of the Net Pool Balance as of the Cut-Off Date, Date and (iib) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (Ax) the Servicing Fee for such Payment Date amounts required to be paid under clauses first through fifth of Section 4.4(a) and all unpaid Servicing Fees with respect to prior periods, (By) all fees, expenses and indemnities owed the Outstanding Note Balance (after giving effect to the Indenture Trustee and payments described in the Owner Trustee and not previously paid, preceding clause (Cx)). The aggregate purchase price for the Receivables (the “Optional Purchase Price”) interest then due on shall equal the Notes and lesser of (Dx) the aggregate unpaid Note Balance of all principal amounts of the Outstanding Notes. To exercise such optionReceivables (assuming that Receivables that were more than 30 days past due as of the last day of the related Collection Period have a principal balance of zero) and (y) the fair market value of the Receivables (assuming that Receivables that were more than 30 days past due as of the last day of the related Collection Period have a fair market value of zero), which amount shall be deposited by or at the direction of the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price. Upon any such Optional Purchase, any funds remaining in the Reserve Account will be distributed to or at the direction of the Certificateholder.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (DC) the aggregate unpaid Note Balance of all of the Outstanding NotesNotes [plus all amounts owing to the Swap Counterparty as of the Redemption Date]. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten twenty days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related 29 Sale and Servicing Agreement (DRIVE 2019-4) Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee, the Owner Trustee and the Owner Delaware Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the 30 Sale and Servicing Agreement (SDART 2024-4) Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee, the Owner Trustee and the Owner Delaware Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the 30 Sale and Servicing Agreement (SDART 2024-2) Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties Persons to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (ia) as of the last day of the related Collection Period, the Net Pool Balance has declined to 10% or less of the Net Pool Balance as of the Cut-Off Date, ; and (iib) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (Ax) the Servicing Fee for amounts required to be paid under clauses first through ninth and eleventh of Section 8.5(a) of the Indenture (assuming that such Payment Date is not a Redemption Date) and all unpaid Servicing Fees with respect to prior periods, (By) all fees, expenses and indemnities owed the Outstanding Note Balance (after giving effect to the Indenture Trustee payments described in the preceding clause (x)). The purchase price for the Trust Estate (other than the Reserve Account) (the “Optional Purchase Price”) shall equal the Net Pool Balance plus accrued and the Owner Trustee and not previously paid, (C) unpaid interest then due on the Notes and (D) the aggregate unpaid Note Balance of all Receivables as of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into last day of the Collection Account on Period immediately preceding the Redemption Date; provided that, at the Servicer’s option, which amount (net of any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either Date) shall be applied to reduce the amount of such deposit or remitted to deposited by the Servicer (or its designee) following into the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days Collection Account on or prior to noon, New York City time, on the date of the Optional PurchaseRedemption Date. If the Servicer (or its designee) ), exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.. 18 COPAR 2023-1 Servicing Agreement

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties persons to purchase) some or all of the Trust Estate (other than the Reserve Account) Receivables from the Issuer on any Payment Date if both of the following conditions are satisfied: (ia) the Net Pool Balance as of the last day of the related Collection Period, the Pool Balance Period has declined to 10% or less of the Net Pool Balance as of the Cut-Off Date, Date and (iib) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (Ax) the Servicing Fee for such Payment Date amounts required to be paid under clauses first through fifth of Section 4.4(a) and all unpaid Servicing Fees with respect to prior periods, (By) all fees, expenses and indemnities owed the Outstanding Note Balance (after giving effect to the Indenture Trustee and payments described in the Owner Trustee and not previously paid, preceding clause (Cx)). The aggregate purchase price for the Receivables (the “Optional Purchase Price”) interest then due on shall equal the Notes and lesser of (Dx) the aggregate unpaid Note Balance of all principal amounts of the Outstanding Notes. To exercise such optionReceivables (assuming that Receivables that were more than 30 days past due as of the last day of the related Collection Period have a principal balance of zero) and (y) the fair market value of the Receivables (assuming that Receivables that were more than 30 days past due as of the last day of the related Collection Period have a fair market value of zero), which amount shall be deposited by or at the direction of the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.. Upon any such Optional Purchase, any funds remaining in the Reserve Account will be distributed to or at the direction of the Certificateholder. 708320802 14443670 26 Sale and Servicing Agreement

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its 30 Sale and Servicing Agreement (SDART 2021-2) designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Business Day prior to the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.. 29 Sale and Servicing Agreement (DRIVE 2018-2)

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.. 30 Sale and Servicing Agreement (SDART 2022-5)

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment 29 Sale and Servicing Agreement (DRIVE 2020-2) Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The (a) On any Distribution Date after the last day of any Collection Period as of which the Pool Balance is equal to or less than the Optional Purchase Balance, the Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties Persons (other than the Seller or its consolidated subsidiaries and parent companies) to purchase) the Grantor Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding NotesCollateral. To exercise such option, the Servicer shall cause to be deposited in the Collection Account an amount equal to the greater of (a) the lesser of (1) the product of (x) 98% and (y) the Pool Balance as of the end of the related Collection Period and (2) the sum of (A) the product of (x) 100% and (y) the aggregate Principal Balances of all Receivables that are less than 61 days past due as of the end of the related Collection Period and (B) the product of (x) 50% and (y) the aggregate Principal Balances of all Receivables (other than any Receivable that is a Charged-Off Receivable) that are either (i) 61 or more days past due as of the end of the related Collection Period, (ii) where the related obligor is the subject of a bankruptcy proceeding, or (iii) where the related Finance Vehicle has been repossessed and (b) the amount necessary to pay in full (after giving effect to the distribution of Available Funds on such Distribution Date) (A) the Outstanding Amount of all P&I Notes including all accrued and unpaid interest thereon through but excluding the related Distribution Date, (B) the Servicing Strip Amount for the related Collection Period and (C) all amounts then owed to the Grantor Trust Trustee, the Owner Trustee, the Indenture Trustee, the Servicer, the Collateral Custodian, the Asset Representations Reviewer, the Administrator and the Backup Servicer. The Servicer (or its designee) shall deposit, subject to Section 4.5, may deposit the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, foregoing purchase price net of any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Distribution Date may either on which such optional purchase is exercised. Any costs and expenses associated with such appraisal by the independent accounting firm or appraisal firm shall be applied to reduce at the amount expense of such deposit or remitted to the Servicer Issuing Entity. (or its designeeb) following Upon the exercise of such option, the Optional PurchaseServicer shall succeed to all interests of the Grantor Trust, the Issuing Entity and the Indenture Trustee in and to the property comprising the Grantor Trust Collateral, but not including the Reserve Account which shall remain and be distributed to the Certificateholders pursuant to Section 8.4(b) of the Indenture. The Indenture Trustee shall distribute the amount deposited pursuant to this Section 6.1 in accordance with Section 2.7(c) of the Indenture on such Distribution Date and the P&I Notes shall be redeemed pursuant to Section 10.1 of the Indenture. The Servicer shall furnish written give notice of its election such optional purchase to exercise the Optional Purchase to Paying Agent and the Indenture Trustee sufficient to allow the notices required pursuant to Section 7.1(c) of the Trust Agreement and Article X of the Indenture to be given. (c) Following the payment in full of the Outstanding Amount of the P&I Notes and all accrued and unpaid interest thereon, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Owner Indenture Trustee not later than ten days prior shall continue to the date perform all obligations and retain all rights of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption PriceIndenture Trustee pursuant to this Agreement.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its 30 Sale and Servicing Agreement (SDART 2021-4) designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties Persons to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (ia) as of the last day of the related Collection Period, the Net Pool Balance has declined to 10% or less of the Net Pool Balance as of the Cut-Off Date, ; and (iib) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (Ax) the Servicing Fee for amounts required to be paid under clauses first through ninth and eleventh of Section 8.5(a) of the Indenture (assuming that such Payment Date is not a Redemption Date) and all unpaid Servicing Fees with respect to prior periods, (By) all fees, expenses and indemnities owed the Outstanding Note Balance (after giving effect to the Indenture Trustee payments described in the preceding clause (x)). The purchase price for the Trust Estate (other than the Reserve Account) (the “Optional Purchase Price”) shall equal the Net Pool Balance plus accrued and the Owner Trustee and not previously paid, (C) unpaid interest then due on the Notes and (D) the aggregate unpaid Note Balance of all Receivables as of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into last day of the Collection Account on Period immediately preceding the Redemption Date; provided that, at the Servicer’s option, which amount (net of any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either Date) shall be applied to reduce the amount of such deposit or remitted to deposited by the Servicer (or its designee) following into the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days Collection Account on or prior to noon, New York City time, on the date of the Optional PurchaseRedemption Date. If the Servicer (or its designee) ), exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.. 18 COPAR 2020-1 Servicing Agreement

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may 30 Sale and Servicing Agreement (SDART 2024-3) either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The On any Distribution Date after the last day of any Collection Period as of which the Pool Balance is equal to or less than the Optional Purchase Balance, the Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties Persons (other than the Seller or its consolidated subsidiaries and parent companies) to purchase) the Grantor Trust Estate Collateral. To exercise such option, the Servicer shall cause to be deposited in the Collection Account an amount equal to the greater of (other than x) the Reserve Accountlesser of (1) from the Issuer on any Payment Date if both Agreed Fair Market Value of the following conditions are satisfied: Receivables and (i2) the sum of the Principal Balances of the Receivables plus accrued and unpaid interest as of the last day of the related Collection PeriodPeriod where “Agreed Fair Market Value” means the fair market value of the Receivables as agreed to by the Servicer and a majority of the Voting Interests of the Certificates or, at the sole election of the Servicer, the Pool Balance has declined to 10% or less fair market value of the Pool Balance Receivables as determined by an independent accounting firm or appraisal firm engaged by the Servicer and (y) the amount necessary to pay in full (1) the Outstanding Amount of all Notes (other than the Cut-Off Class XS Notes) including all accrued and unpaid interest thereon through but excluding the related Distribution Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A2) the Servicing Fee Strip Amount for such Payment Date the related Collection Period and all unpaid Servicing Fees with respect to prior periods, (B3) all fees, expenses and indemnities amounts then owed to the Grantor Trust Trustee, the Owner Trustee, the Indenture Trustee Trustee, the Servicer, the Collateral Custodian, the Asset Representations Reviewer, the Administrator and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding NotesBackup Servicer. To exercise such option, the The Servicer (or its designee) shall deposit, subject to Section 4.5, may deposit the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, foregoing purchase price net of any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Distribution Date may either on which such optional purchase is exercised. Any costs and expenses association with an appraisal by the independent accounting firm or appraisal firm shall be applied to reduce at the amount expense of such deposit or remitted to the Issuing Entity. Thereupon, the Servicer (or its designee) following the exercise shall succeed to all interests of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise Grantor Trust, the Optional Purchase to Issuing Entity and the Indenture Trustee in and the Owner Trustee not later than ten days prior to the date property comprising the Grantor Trust Collateral, but not including the Reserve Account which shall remain and be distributed to the Certificateholders pursuant to Section 8.4(b) of the Optional PurchaseIndenture. If The Indenture Trustee shall distribute the Servicer (or its designeeamount deposited pursuant to this Section 6.1 in accordance with Section 2.7(c) exercises of the Optional Purchase, Indenture on such Distribution Date and the Notes shall be redeemed pursuant to Section 10.1 of the Indenture. The Servicer shall give notice of such optional purchase to the Paying Agent and the Indenture Trustee sufficient to allow the notices required pursuant to Section 7.1(c) of the Trust Agreement and Article X of the Indenture to be given. Following the payment in each case in whole but not in part on full of the related Payment Date for Outstanding Amount of the Redemption PriceNotes (other than the Class XS Notes) and all accrued and unpaid interest thereon, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to perform all obligations and retain all rights of the Indenture Trustee pursuant to this Agreement.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related 29 Sale and Servicing Agreement (DRIVE 2021-1) Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at at‌ its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Grantor Trust Estate (other than which, for the avoidance of doubt, does not include the Reserve Account) from the Issuer Grantor Trust on any Payment Date if both of the following conditions are satisfied: (ia) as of the last day of the related Collection Period, the Net Pool Balance has declined to 10% [10]% or less of the Net Pool Balance as of the Cut-Off Date, ; and (iib) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (Ax) the Servicing Fee for amounts required to be paid under clauses [first] through [ninth] and [eleventh] of Section 8.5(a) of the Indenture (assuming that such Payment Date and all unpaid Servicing Fees with respect to prior periods, (Bis not a Redemption Date) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (Dy) the aggregate unpaid Note Balance of all the Outstanding Notes (after giving effect to the payments described in the preceding clause (x)). The purchase price for the Grantor Trust Estate (the “Optional Purchase Price”) shall equal the Adjusted Pool Balance as of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into last day of the Collection Account on Period immediately preceding the Redemption Date; provided that, at the Servicer’s option, which amount (net of any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either Date) shall be applied to reduce the amount of such deposit or remitted to deposited by the Servicer (into the Collection Account on or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date close of business on the Optional PurchaseBusiness Day prior to the Redemption Date. If the Servicer (or its designee) Servicer, exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related 29 Sale and Servicing Agreement (DRIVE 2021-3) Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (ia) as of the last day of the related Collection Period, the Net Pool Balance has declined to 10% or less of the Net Pool Balance as of the Cut-Off Date, and (iib) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (Ax) the Servicing Fee for amounts required to be paid under clauses first through ninth and eleventh of Section 8.5(a) of the Indenture (assuming that such Payment Date is not a Redemption Date) and all unpaid Servicing Fees with respect to prior periods, (By) all fees, expenses and indemnities owed the Outstanding Note Balance (after giving effect to the Indenture Trustee payments described in the preceding clause (x)). The purchase price for the Trust Estate (other than the Reserve Account) (the “Optional Purchase Price”) shall equal the Net Pool Balance plus accrued and the Owner Trustee and not previously paid, (C) unpaid interest then due on the Notes and (D) the aggregate unpaid Note Balance of all Receivables as of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into last day of the Collection Account on Period immediately preceding the Redemption Date; provided that, at the Servicer’s option, which amount (net of any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either Date) shall be applied to reduce the amount of such deposit or remitted to deposited by the Servicer (or its designee) following into the exercise of Collection Account on the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional PurchaseRedemption Date. If the Servicer (or its designee) Bank, as Servicer, exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The (a) On any Distribution Date after the last day of any Collection Period as of which the Pool Balance is equal to or less than the Optional Purchase Balance, the Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties Persons (other than the Seller or its consolidated subsidiaries and parent companies) to purchase) the Grantor Trust Estate (other than Collateral. To exercise such option, the Reserve Account) from Servicer shall cause to be deposited in the Issuer on any Payment Date if both Collection Account an amount equal to the greater of the following conditions are satisfied: (i) the lesser of (A) the Agreed Fair Market Value of the Receivables and (B) the sum of the Principal Balances of the Receivables plus accrued and unpaid interest as of the last day of the related Collection PeriodPeriod where “Agreed Fair Market Value” means the fair market value of the Receivables as agreed to by the Servicer and a majority of the Voting Interests of the Certificates or, at the sole election of the Servicer, the Pool Balance has declined to 10% or less fair market value of the Pool Balance Receivables as of determined by an independent accounting firm or appraisal firm engaged by the Cut-Off DateServicer, and (ii) the sum amount necessary to pay in full (after giving effect to the distribution of the Optional Purchase Price and the Available Funds for on such Payment Date would be sufficient to pay Distribution Date) (A) the Servicing Fee for such Payment Date Outstanding Amount of all Notes (other than the Class XS Notes) including all accrued and all unpaid Servicing Fees with respect to prior periodsinterest thereon through but excluding the related Distribution Date, (B) the Servicing Strip Amount for the related Collection Period and (C) all fees, expenses and indemnities amounts then owed to the Grantor Trust Trustee, the Owner Trustee, the Indenture Trustee Trustee, the Servicer, the Collateral Custodian, the Asset Representations Reviewer, the Administrator and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding NotesBackup Servicer. To exercise such option, the The Servicer (or its designee) shall deposit, subject to Section 4.5, may deposit the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, foregoing purchase price net of any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Distribution Date may either on which such optional purchase is exercised. Any costs and expenses association with an appraisal by the independent accounting firm or appraisal firm shall be applied to reduce at the amount of such deposit or remitted to the Servicer (or its designee) following the exercise expense of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption PriceIssuing Entity.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.. 30 Sale and Servicing Agreement (SDART 2022-6)

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties Persons to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (ia) as of the last day of the related Collection Period, the Net Pool Balance has declined to 10% or less of the Net Pool Balance as of the Cut-Off Date, ; and (iib) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (Ax) the Servicing Fee for amounts required to be paid under clauses first through ninth and eleventh of Section 8.5(a) of the Indenture (assuming that such Payment Date is not a Redemption Date) and all unpaid Servicing Fees with respect to prior periods, (By) all fees, expenses and indemnities owed the Outstanding Note Balance (after giving effect to the Indenture Trustee payments described in the preceding clause (x)). The purchase price for the Trust Estate (other than the Reserve Account) (the “Optional Purchase Price”) shall equal the Net Pool Balance plus accrued and the Owner Trustee and not previously paid, (C) unpaid interest then due on the Notes and (D) the aggregate unpaid Note Balance of all Receivables as of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into last day of the Collection Account on Period immediately preceding the Redemption Date; provided that, at the Servicer’s option, which amount (net of any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either Date) shall be applied to reduce the amount of such deposit or remitted to deposited by the Servicer (or its designee) following into the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days Collection Account on or prior to noon, New York City time, on the date of the Optional PurchaseRedemption Date. If the Servicer (or its designee) ), exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.. 18 COPAR 2022-1 Servicing Agreement

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its 30 Sale and Servicing Agreement (SDART 2021-3) designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Business Day prior to the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.. 29 Sale and Servicing Agreement (DRIVE 2018-1)

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.. 30 Sale and Servicing Agreement (SDART 2024-1)

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price 29 Sale and Servicing Agreement (20[ ]-[ ]) and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paidpaid by the Servicer, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding NotesNotes [plus all amounts owing to the Swap Counterparty as of the Redemption Date]. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% [10.00][5.00]% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) all fees, expenses and indemnities owed to the Standby Servicer and not previously paid, (D) interest then due on the Notes and (DE) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee Trustee, the Standby Servicer and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.]

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties persons to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (ia) the Net Pool Balance as of the last day of the related Collection Period, the Pool Balance Period has declined to 10% or less of the Net Pool Balance as of the Cut-Off Date, Date and (iib) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (Ax) the Servicing Fee for such Payment Date amounts required to be paid under clauses first through [seventh] of Section 4.4(a) and all unpaid Servicing Fees with respect to prior periods, (By) all fees, expenses and indemnities owed the Outstanding Note Balance (after giving effect to the Indenture Trustee payments described in the preceding clause (x)). The aggregate purchase price for the Receivables (the “Optional Purchase Price”) shall equal the Net Pool Balance (assuming that Receivables that were more than thirty (30) days past due as of the last day of the related Collection Period have a principal balance of zero) plus the accrued and the Owner Trustee and not previously paid, (C) unpaid interest then due on the Notes and (D) the aggregate unpaid Note Balance of all Receivables as of the Outstanding Noteslast day of the Collection Period immediately preceding the Redemption Date. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price. Upon any such Optional Purchase, any funds remaining in the Reserve Account will be distributed to or at the written direction of the Certificateholder (which may be via electronic mail).

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding NotesNotes [plus all amounts owing to the Swap Counterparty as of the Redemption Date]. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties Persons to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (ia) as of the last day of the related Collection Period, the Net Pool Balance has declined to [10% %] or less of the Net Pool Balance as of the Cut-Off Date, and (iib) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (Ax) the Servicing Fee for amounts required to be paid under clauses [first through ninth and eleventh of Section 8.5(a)] of the Indenture (assuming that such Payment Date is not a Redemption Date) and all unpaid Servicing Fees with respect to prior periods, (By) all fees, expenses and indemnities owed the Outstanding Note Balance (after giving effect to the Indenture Trustee payments described in the preceding clause (x)). The purchase price for the Trust Estate (other than the Reserve Account) (the “Optional Purchase Price”) shall equal the Net Pool Balance plus accrued and the Owner Trustee and not previously paid, (C) unpaid interest then due on the Notes and (D) the aggregate unpaid Note Balance of all Receivables as of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into last day of the Collection Account on Period immediately preceding the Redemption Date; provided that, at the Servicer’s option, which amount (net of any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either Date) shall be applied to reduce the amount of such deposit or remitted to deposited by the Servicer (or its designee) following into the exercise of Collection Account on the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional PurchaseRedemption Date. If the Servicer (or its designee) ), exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties Persons to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (ia) as of the last day of the related Collection Period, the Net Pool Balance has declined to [10% %] or less of the Net Pool Balance as of the Cut-Off Date, ; and (iib) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (Ax) the Servicing Fee for amounts required to be paid under clauses [first through ninth and eleventh of Section 8.5(a)] of the Indenture (assuming that such Payment Date is not a Redemption Date) and all unpaid Servicing Fees with respect to prior periods, (By) all fees, expenses and indemnities owed the Outstanding Note Balance (after giving effect to the Indenture Trustee payments described in the preceding clause (x)). The purchase price for the Trust Estate (other than the Reserve Account) (the “Optional Purchase Price”) shall equal the Net Pool Balance plus accrued and the Owner Trustee and not previously paid, (C) unpaid interest then due on the Notes and (D) the aggregate unpaid Note Balance of all Receivables as of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into last day of the Collection Account on Period immediately preceding the Redemption Date; provided that, at the Servicer’s option, which amount (net of any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either Date) shall be applied to reduce the amount of such deposit or remitted to deposited by the Servicer (or its designee) following into the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days Collection Account on or prior to noon, New York City time, on the date of the Optional PurchaseRedemption Date. If the Servicer (or its designee) ), exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding NotesNotes [plus all amounts owing to the Swap Counterparty as of the Redemption Date]. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer Seller shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) aggregate Net Pool Balance as of the last day of the related Collection Period, the Pool Balance has declined Period is less than or equal to 10% or less of the initial Net Pool Balance as of the Cut-Off off Date, and . The purchase price for the Trust Estate (iiother than the Reserve Account) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) shall equal the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer Notes plus accrued and unpaid interest thereon (or its designee) shall deposit, subject after giving effect to all distributions pursuant to Section 4.54.4(a) on that Payment Date, but without regard to any caps set forth therein) at the applicable Interest Rate up to but excluding the Redemption Date (the “Optional Purchase Price Price”), which amount shall be deposited by the Seller into the Collection Account on the Redemption Date; provided provided, that, at the ServicerSeller’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) Seller following the exercise of the Optional Purchase. The Servicer shall furnish written notice For the avoidance of its election to exercise doubt, amounts on deposit in the Reserve Account may be applied by the Seller toward the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional PurchasePrice. If the Servicer (or its designee) Seller exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee and the Owner Trustee and not previously paid, (C) interest then due on the Notes and (D) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may 30 Sale and Servicing Agreement (SDART 2024-5) either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties Persons to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (ia) as of the last day of the related Collection Period, the Net Pool Balance has declined to [10% %] or less of the Net Pool Balance as of the Cut-Off Date, and (iib) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay (Ax) the Servicing Fee for amounts required to be paid under clauses [first through ninth and eleventh of Section 8.5(a)] of the Indenture (assuming that such Payment Date is not a Redemption Date) and all unpaid Servicing Fees with respect to prior periods, (By) all fees, expenses and indemnities owed the Outstanding Note Balance (after giving effect to the Indenture Trustee payments described in the preceding clause (x)). The purchase price for the Trust Estate (other than the Reserve Account) (the “Optional Purchase Price”) shall equal the Net Pool Balance plus accrued and the Owner Trustee and not previously paid, (C) unpaid interest then due on the Notes and (D) the aggregate unpaid Note Balance of all Receivables as of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.5, the Optional Purchase Price into last day of the Collection Account on Period immediately preceding the Redemption Date; provided that, at the Servicer’s option, which amount (net of any Collections deposited into the 17 Form of Servicing Agreement Table of Contents Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either Date) shall be applied to reduce the amount of such deposit or remitted to deposited by the Servicer (or its designee) following into the exercise of Collection Account on the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee and the Owner Trustee not later than ten days prior to the date of the Optional PurchaseRedemption Date. If the Servicer (or its designee) ), exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.

Optional Purchase of Trust Estate. The Servicer shall have the right at its option (the “Optional Purchase”) to purchase (and/or to designate one or more other parties to purchase) the Trust Estate (other than the Reserve Account) from the Issuer on any Payment Date if both of the following conditions are satisfied: (i) as of the last day of the related Collection Period, the Pool Balance has declined to 10% [10.00][5.00]% or less of the Pool Balance as of the Cut-Off Date, and (ii) the sum of the Optional Purchase Price and the Available Funds for such Payment Date would be sufficient to pay the sum of (A) the Servicing Fee for such Payment Date and all unpaid Servicing Fees with respect to prior periods, (B) all fees, expenses and indemnities owed to the Indenture Trustee, the Grantor Trust Trustee and the Owner Trustee and not previously paid, (C) all fees, expenses and indemnities owed to the Standby Servicer and not previously paid, (D) interest then due on the Notes and (DE) the aggregate unpaid Note Balance of all of the Outstanding Notes. To exercise such option, the Servicer (or its designee) shall deposit, subject to Section 4.54.5 of the Sale and Servicing Agreement, the Optional Purchase Price into the Collection Account on the Redemption Date; provided that, at the Servicer’s option, any Collections deposited into the Collection Account after the last day of the Collection Period immediately preceding the Redemption Date may either be applied to reduce the amount of such deposit or remitted to the Servicer (or its designee) following the exercise of the Optional Purchase. The Servicer shall furnish written notice of its election to exercise the Optional Purchase to the Indenture Trustee, the Standby Servicer, the Grantor Trust Trustee and the Owner Trustee not later than ten days prior to the date of the Optional Purchase. If the Servicer (or its designee) exercises the Optional Purchase, the Notes shall be redeemed and in each case in whole but not in part on the related Payment Date for the Redemption Price.