Common use of Compliance with Regulation AB Clause in Contracts

Compliance with Regulation AB. (i) Party A has been advised by Party B that Santander Consumer USA Inc. (the “Sponsor”), and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information to the extent required under Item 1115 of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Inc. (the “Sponsor”), and Party B are Depositor is required under Regulation AB under of the Securities Act of 1933 and the Securities Exchange Act of 19341933, as amended (“Regulation AB”), ) to disclose certain financial and other information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement, calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If required, upon written requestSubject to Part 6(a)(i)(C), Party A shall provide hereby agrees to Party B or cooperate in a commercially reasonable manner with any request from the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor Depositor or Party B (the each such request, a “Response PeriodRegulation AB Request”), so long as the Sponsor acting reasonably, to provide any information and consents pertaining to Party A that Depositor or Party B has reasonably determined, deems necessary in good faith, that such information is order to provide the disclosure required under Regulation AB. In AB (together with the event that information set forth on Exhibit A to this Schedule and included in the Prospectus Supplement (as defined in the Pooling and Servicing Agreement), the “Counterparty Disclosure”), and Party A does not shall promptly provide any such Reg AB Financial Information by or cause to be provided the end of the related Response Period, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB)Counterparty Disclosure. (iii) If Party B With respect to any Counterparty Disclosure provided by or the Sponsor request (in writing) the Reg AB Financial Information from required to be provided by Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party Bthe Depositor, the Sponsorits respective directors, their respective directors or officers and any person controlling Party B or the SponsorDepositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) Counterparty Disclosure or caused by any omission or alleged omission omissions to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement such information of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made not misleading; provided, however, that the Sponsor . (iv) The Depositor shall not be liable in any such case an express third party beneficiary of this Agreement as if a party hereto to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Depositor’s rights under this Part 5(r)(v6(h), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,.

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Inc. Structured Asset Mortgage Investments II Inc (the “Sponsor”), and Party B are "Depositor") is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“the "Exchange Act") ("Regulation AB”"), to disclose certain financial information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredIt shall be a swap disclosure event ("Swap Disclosure Event") if, upon written requeston any Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act, Depositor requests from Party A shall provide to Party B or the Sponsor the applicable financial information described under in Item 1115(b) 1115 of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of such request to be based on a written request for such Reg AB Financial Information reasonable determination by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determinedDepositor, in good faith, that such information is required under Regulation AB. In ) (the event that Party A does not provide any such Reg AB "Cap Financial Information by Disclosure"). (iii) Upon the end occurrence of the related Response Perioda Swap Disclosure Event, Party A promptlyA, but in no event later than within ten (10) Local Business Days following calendar days and at its own e xpense, shall (1)(a) either (i) provide to Depositor the end current Cap Financial Disclosure in an ▇▇▇▇▇-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to Depositor to incorporation by reference of such Response Period shall eithercurrent Cap Financial Disclosure that are filed with the Securities and Exchange Commission in the Exchange Act Reports of Depositor and (b) if applicable, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability cause its outside accounting firm to provide its applicable Reg AB consent to filing or incorporation by reference in the Exchange Act Reports of Depositor of such accounting firm's report relating to their audits of such current Cap Financial InformationDisclosure; (2) secure another entity to replace Party A, by way of Permitted Transfer, as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (Bor a guarantor therefor) satisfies the Rating Agency Condition, (C) Condition with respect to S&P and which entity is acceptable able to Party B and (D) enters into an agreement comply with Party B substantially in the form requirements of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”)Item 1115 of Regulation AB; (23) subject to the Rating Agency Condition with respect to S&P, obtain a guaranty of Party A’s 's obligations under this Agreement from an affiliate of Party A that complies is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Cap Financial Disclosure; or (34) transfer Eligible Collateral if sufficient to Party B’s Custodian satisfy the requirements of Item 1115 of Regulation AB as determined by Depositor in its commercially reasonable discretion, post collateral in an amount (taking into account sufficient to reduce the "significance percentage" for this Agreement and any amount posted other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B. If permitted by Regulation AB, any required Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculatedExchange Act. (iv) If Party A represents and warrants provides Cap Financial Disclosure pursuant to Part 5(e)(iii)(1) above, Party A shall provide to Depositor any updated Cap Financial Disclosure with respect to Party A or any entity that consolidates Party A within five Local Business Days of the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain release of any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingsuch updated Cap Financial Disclosure. (Av) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light Each of the circumstances under which they were made, not misleading; provided, however, that the Sponsor Trustee and Depositor shall not be liable in any such case an express third party beneficiary of this Agreement as if a party hereto to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim Trustee and Depositor's rights explicitly specified in respect thereof is to be made pursuant to this Part 5(r)(v5(e), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,.

Compliance with Regulation AB. (i) Party A has been advised by Party B acknowledges that Santander Consumer USA Inc. for so long as there are reporting obligations with respect to this Transaction under Regulation AB, the Depositor, acting on behalf of the TBW Mortgage-Backed Trust Series 2006-4 (the “SponsorIssuing Entity”), and Party B are is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredthe Depositor determines, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent or more, then the Depositor may request on a Business Day on or after the date of such information is required under Regulation AB. In the event that determination from Party A does not provide any such Reg the same information set forth in Item 1115(b)(1) of Regulation AB Financial Information by that would have been required if the end of the related Response Period, Party A promptly, but significance percentage had in no event later than fact increased to ten (10) Local Business Days following percent, along with any necessary auditors’ consent (such request, a “10% Cap Disclosure Request” and such requested information, subject to the end last sentence of such Response Period this paragraph, is the “10% Cap Financial Disclosure”). Party B or the Depositor shall eitherprovide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the 10% Cap Disclosure Request. The parties hereto further agree that the 10% Cap Financial Disclosure provided to meet the 10% Cap Disclosure Request may be, solely at Party A’s option, either the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (iii) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 10% Cap Disclosure Request, Party A, at its own expense expense, shall (1i) find a replacement counterparty that provide the Depositor with the 10% Cap Financial Disclosure, (ii) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to (A) has provide the ability to provide its applicable Reg AB 10% Cap Financial Information, Disclosure and (B) satisfies provide an indemnity to the Rating Agency ConditionDepositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure or (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with is able to (A) provide the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap 10% Cap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)Disclosure, such that disclosure provided in respect of such the affiliate will will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 10% Cap Financial Disclosure and (B) provide an indemnity to the Swap ProviderDepositor, or (3) transfer Eligible Collateral reasonably satisfactory to Party B’s Custodian the Depositor, in an amount (taking into account relation to the 10% Cap Financial Disclosure. If permitted by Regulation AB, any amount posted required 10% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support AnnexSecurities Exchange Act. (iv) If the Depositor determines, if any) which is sufficient, as reasonably determined and in good faith by faith, that the Sponsor, to reduce the aggregate significance percentage below 10% of this Agreement has increased to nineteen (or19) percent or more, so long as then the Depositor may request on a Business Day on or after the date of such determination from Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, same information set forth in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation ABAB that would have been required if the significance percentage had in fact increased to twenty (20) percent, along with any necessary auditors consent (such request, a “20% Cap Disclosure Request” and such requested information is the “20% Cap Financial Disclosure”). (iii) If . Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) Depositor shall provide Party A with a written explanation of how the significance percentage was calculatedcalculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the 20% Cap Disclosure Request. (ivv) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 20% Cap Disclosure Request, Party A, at its own expense, shall (i) provide the Depositor with the 20% Cap Financial Disclosure, (ii) secure another entity to replace Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating party to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit this Agreement on terms substantially similar to state a material fact required this Agreement which entity is able to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify provide the 20% Cap Financial Disclosure and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case provide an indemnity to the extent that any such lossDepositor, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party Depositor, in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available relation to the indemnifying party and 20% Cap Financial Disclosure or (iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 20% Cap Financial Disclosure, such that disclosure provided in respect of the affiliate will, in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified partyDepositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 20% Cap Financial Disclosure and (B) between provide an indemnity to the indemnified party and Depositor, reasonably satisfactory to the indemnifying party,Depositor, in relation to the 20% Cap Financial Disclosure. If permitted by Regulation AB, any required 20% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act.

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Inc. Depositor (the “Sponsor”), and Party B are "Depositor") is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“the "Exchange Act") ("Regulation AB”"), to disclose certain information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" under this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredIt shall be a swap disclosure event ("Swap Disclosure Event") if, upon written requeston any Business Day during the term of the Transaction hereunder, Depositor requests (in writing) from Party A shall provide to Party B or the Sponsor the applicable financial information described under in Item 1115(b) 1115 of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of such request to be based on a written request for such Reg AB Financial Information reasonable determination by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determinedDepositor, in good faith, that such information is required under Regulation AB. In AB as a result of the event that aggregate "significance percentage" exceeding 10%) (the "Swap Financial Disclosure"). (iii) Upon the occurrence of a Swap Disclosure Event, Party A, at its own expense, shall (a) provide to Depositor the Swap Financial Disclosure, (b) secure another entity to replace Party A does not provide any such Reg AB Financial Information by as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the end Rating Agencies, provided, that satisfaction of the related Response PeriodRating Agency Condition in relation to S&P shall be required for any transfer of any Transactions under this clause (iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A promptlyshall provide written notice to S&P with respect thereto), but in no event later than ten which entity (10or a guarantor therefor) Local Business Days following meets or exceeds the end Hedge Counterparty Ratings Requirement and which entity is able to comply with the financial information disclosure requirements of such Response Period shall either, at Party A’s own expense Item 1115 of Regulation AB or (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2c) obtain a guaranty of the Party A’s 's obligations under this Agreement from an affiliate of the Party A that complies is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable with respect to the Counterparty, and cause such affiliate to provide Swap Financial Disclosure and Disclosure. If permitted by Regulation AB, any future required Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure may be provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB)Exchange Act. (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B acknowledges that Santander Consumer USA Inc. (for so long as there are reporting obligations with respect to this Transaction under the “Sponsor”)1934 Act, and Party B are the Depositor is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange 1934 Act of 1934, as amended (“Regulation AB”), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement (as such term is used in Regulation AB) and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredSubject to the provisions of clause (iii) below, upon written requestand so long as there are reporting obligations with respect to this Transaction under the 1934 Act, if the Depositor determines, reasonably and in good faith, in its sole discretion, that the significance percentage of this Agreement has increased to 8 percent, then the Depositor may request on such date of determination from Party A shall provide to Party B or the Sponsor the applicable financial same information described under set forth in Item 1115(b) of Regulation AB that would have been required if the significance percentage had in fact increased to 10 percent (such request, a “Cap Disclosure Request” and such requested information, subject to the last sentence of this paragraph, is the “Reg AB Cap Financial InformationDisclosure”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or ). Party B or the Depositor shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the Cap Disclosure Request, provided that such determination of the significance percentage shall be in the Depositor’s sole discretion, exercised reasonably and in good faith. The parties hereto further agree that the Cap Financial Disclosure provided to meet a Cap Disclosure Request under this subsection (b) may be, solely at Party A’s option, either the “Response Period”), so information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (iii) So long as there are reporting obligations with respect to this Transaction under the Sponsor or Party B has 1934 Act, if the Depositor determines, reasonably determined, and in good faith, in its sole discretion, that the significance percentage of this Agreement has increased to 18.5 percent, then the Depositor may make a Cap Disclosure Request to Party A on such date of determination for Cap Financial Disclosure that would have been required if the significance percentage had in fact increased to 20 percent (and, accordingly, consists of the information set forth in Item 1115(b)(2) of Regulation AB). Party B or the Depositor shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the Cap Disclosure Request, provided that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end determination of the related Response Periodsignificance percentage shall be in the Depositor’s sole discretion, exercised reasonably and in good faith. (iv) Upon the occurrence of a Cap Disclosure Request, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall eitherA, at Party A’s its own expense (1) find a replacement counterparty that expense, shall (A) has provide the ability to provide its applicable Reg AB Depositor with the Cap Financial InformationDisclosure, (B) satisfies the subject to a Rating Agency Condition, secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to provide the Cap Financial Disclosure or (C) is acceptable subject to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterpartyRating Agency Condition, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies is able to provide the Depositor with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Cap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)Disclosure, such that disclosure provided in respect of such the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Cap Financial Disclosure. For purposes of clause (B) above, the Swap Provider, or parties agree that National Westminster Bank Plc (3“NatWest”) transfer Eligible Collateral to shall be an acceptable replacement for Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (orA, so long as Party A is able to provide NatWest satisfies the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of conditions specified in such clause (B). If permitted by Regulation AB, below 20%, in the event Party A is requested to provide the Swap any required Cap Financial Disclosure required may be provided by incorporation by reference from reports filed pursuant to Item 1115(b)(2) of Regulation AB)the 1934 Act. (iiiv) If Party B or The parties agree that the Sponsor request (Depositor and ▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc. in writing) the Reg AB Financial Information from its capacity as sponsor, are third-party beneficiaries to Party A, then the Sponsor or Party B will promptly ’s undertakings under this paragraph (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculatedk). (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Inc. Bear ▇▇▇▇▇▇▇ Asset Backed Securities I LLC (the “SponsorDepositor”), and Party B are ) is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredIt shall be a swap disclosure event (“Swap Disclosure Event”) if, upon written requeston any Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act, Depositor requests from Party A shall provide to Party B or the Sponsor the applicable financial information described under in Item 1115(b) 1115 of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of such request to be based on a written request for such Reg AB Financial Information reasonable determination by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determinedDepositor, in good faith, that such information is required under Regulation AB. In ) (the event that Party A does not provide any such Reg AB “Swap Financial Information by Disclosure”). (iii) Upon the end occurrence of the related Response Perioda Swap Disclosure Event, Party A promptlyA, but in no event later than within ten (10) Local Business Days following days and at its own expense, shall (1)(a) either (i) provide to Depositor the end current Swap Financial Disclosure in an ▇▇▇▇▇-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to Depositor to incorporation by reference of such Response Period shall eithercurrent Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the Exchange Act Reports of Depositor, at Party A’s own expense (1b) find a replacement counterparty that (A) has the ability if applicable, cause its outside accounting firm to provide its applicable Reg AB consent to filing or incorporation by reference in the Exchange Act Reports of Depositor of such accounting firm’s report relating to their audits of such current Swap Financial InformationDisclosure, and (Bc) provide to Depositor any updated Swap Financial Disclosure with respect to Party A or any entity that consolidates Party A within five days of the release of any such updated Swap Financial Disclosure; (2) secure another entity to replace Party A, by way of a Permitted Transfer, as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) satisfies the Rating Agency Condition, Condition with respect to S&P and which entity is able to comply with the requirements of Item 1115 of Regulation AB or (C3) is acceptable subject to Party B the Rating Agency Condition with respect to S&P and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of the Party A’s obligations under this Agreement from an affiliate of the Party A that complies is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral and cause such affiliate to Party B’s Custodian in an amount (taking into account provide Swap Financial Disclosure. If permitted by Regulation AB, any amount posted required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculatedExchange Act. (iv) Party A represents and warrants that the statements appearing agrees that, in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) event that Party A shall provides Swap Financial Disclosure to Depositor in accordance with Part 5(e)(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to Depositor in accordance with Part 5(e)(iii)(c), it will indemnify and hold harmless Party BDepositor, the Sponsor, their its respective directors or officers and any person controlling Party B or the SponsorDepositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB such Swap Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) Disclosure or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor . (v) Depositor shall not be liable in any such case an express third party beneficiary of this Agreement as if a party hereto to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement Depositor’s rights explicitly specified in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Informationthis Part 5(e). (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Inc. Ace Securities Corp. (the “SponsorACE”), and Party B are ) is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significant percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredIt shall be a swap disclosure event (“Swap Disclosure Event”) if, upon written requeston any Business Day after the date hereof, ACE requests from Party A shall provide to Party B or the Sponsor the applicable financial information described under in Item 1115(b) 1115 of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of such request to be based on a written request for such Reg AB Financial Information reasonable determination by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determinedACE, in good faith, that such information is required under Regulation AB. In ) (the event that Party A does not provide any such Reg AB “Swap Financial Information by Disclosure”). (iii) Upon the end occurrence of the related Response Perioda Swap Disclosure Event, Party A promptlyA, at its own expense, shall (1)(a) either (i) provide to ACE the current Swap Financial Disclosure in an E▇▇▇▇-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in no event later than ten .pdf format) or (10ii) Local Business Days following the end provide written consent to ACE to incorporation by reference of such Response Period shall eithercurrent Swap Financial Disclosure as is filed with the Securities and Exchange Commission in the Exchange Act Reports of ACE, at Party A’s own expense (1b) find a replacement counterparty that (A) has the ability if applicable, cause its outside accounting firm to provide its applicable Reg AB consent to filing or incorporation by reference in the Exchange Act Reports of ACE of such accounting firm’s report relating to their audits of such current Swap Financial InformationDisclosure, and (Bc) provide to ACE any updated Swap Financial Disclosure with respect to Party A or any entity that consolidates Party A within five days of the release of any such updated Swap Financial Disclosure; (2) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity (or a guarantor therefore) meets or exceeds the Approved Rating Thresholds and which satisfies the Rating Agency ConditionCondition and which entity complies with the requirements of Item 1115 of Regulation AB, including providing the information contemplated by Part 5(e)(iii)(1) above, or (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (23) obtain a guaranty of the Party A’s obligations under this Agreement from an affiliate of the Party A A, subject to the Rating Agency Condition, that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, including providing the information contemplated by Part 5(e)(iii)(1) above, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Swap Financial Disclosure and Disclosure. If permitted by Regulation AB, any future required Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure may be provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculatedExchange Act. (iv) Party A represents and warrants that the statements appearing primary obligor under any Credit Support Document agree that, in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) event that Party A shall provides Swap Financial Disclosure to ACE in accordance with Part 5(e)(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to ACE in accordance with Part 5(e)(iii)(c), Party A and such primary obligor will indemnify and hold harmless Party BACE, the Sponsor, their its respective directors or officers and any person controlling Party B or the SponsorACE, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB such Swap Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) Disclosure or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus such Swap Financial Disclosure a material fact fact, when considered in conjunction with any other information regarding Party A or the derivative instrument being written by Party A in the final prospectus for ACE-2006-NC3, required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (ia) Party A has been advised by Party B acknowledges that Santander Consumer USA Inc. (for so long as there are reporting obligations with respect to this Transaction under Regulation AB, the “Sponsor”)Depositor, and Party B are acting on behalf of the Issuing Entity, is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“"Regulation AB”"), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (iib) If requiredthe Depositor determines, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent or more, then the Depositor may request on a Business Day after the date of such information is required under Regulation AB. In the event that determination from Party A does not provide any such Reg the same information set forth in Item 1115(b)(1) of Regulation AB Financial Information by that would have been required if the end of the related Response Period, Party A promptly, but significance percentage had in no event later than fact increased to ten (10) Local Business Days following percent, along with any necessary auditors' consent (such request, a "10% Cap Disclosure Request" and such requested information, subject to the end last sentence of such Response Period this paragraph, is the "10% Cap Financial Disclosure"). Party B or the Depositor shall eitherprovide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor's determination that led to the 10% Cap Disclosure Request. The parties hereto further agree that the 10% Cap Financial Disclosure provided to meet the 10% Cap Disclosure Request may be, solely at Party A’s 's option, either the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (c) Upon the occurrence of a 10% Cap Disclosure Request, Party A, at its own expense expense, shall (1i) find a replacement counterparty that provide the Depositor with the 10% Cap Financial Disclosure, (ii) subject to Rating Agency Confirmation, secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to (A) has provide the ability to provide its applicable Reg AB 10% Cap Financial Information, Disclosure and (B) satisfies provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure or (iii) subject to Rating Agency ConditionConfirmation, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s 's obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate is able to provide Swap the 10% Cap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)Disclosure, such that disclosure provided in respect of such the affiliate will will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to the Swap ProviderParty A, or (3) transfer Eligible Collateral and cause such affiliate to Party B’s Custodian in an amount (taking into account provide 10% Cap Financial Disclosure. If permitted by Regulation AB, any amount posted required 10% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support AnnexSecurities Exchange Act. (d) If the Depositor determines, if any) which is sufficient, as reasonably determined and in good faith by faith, that the Sponsor, to reduce the aggregate significance percentage below 10% of this Agreement has increased to nineteen (or19) percent or more, so long as then the Depositor may request on a Business Day after the date of such determination from Party A the same information set forth in Item 1115(b)(2) of Regulation AB that would have been required if the significance percentage had in fact increased to twenty (20) percent, along with any necessary auditors consent (such request, a "20% Cap Disclosure Request" and such requested information is the "20% Cap Financial Disclosure"). Party B or the Depositor shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor's determination that led to the 20% Cap Disclosure Request. (e) Upon the occurrence of a 20% Cap Disclosure Request, Party A, at its own expense, shall (i) provide the Depositor with the 20% Cap Financial Disclosure, (ii) subject to Rating Agency Confirmation, secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to (A) provide the 20% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 20% Cap Financial Disclosure or (iii) subject to Rating Agency Confirmation, obtain a guaranty of Party A's obligations under this Agreement from an affiliate of Party A that is able to provide the Swap 20% Cap Financial Disclosure required pursuant to Item 1115(b)(1) Disclosure, such that disclosure provided in respect of Regulation AB, below 20%the affiliate will, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 20% Cap Financial Disclosure. If permitted by Regulation AB, any required 20% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the indemnified party and the indemnifying party,Securities Exchange Act.

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Citigroup Mortgage Loan Trust Inc. (the “SponsorCMLTI”), and Party B are ) is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“ Regulation AB”), to disclose certain financial information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredIt shall be a swap disclosure event (“Swap Disclosure Event”) if, upon written requeston any Business Day after the date hereof, CMLTI requests from Party A shall provide to Party B or the Sponsor the applicable financial information described under in Item 1115(b) 1115 of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of such request to be based on a written request for such Reg AB Financial Information reasonable determination by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determinedCMLTI, in good faith, that such information is required under Regulation AB. In ) (the event that “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, Party A does not A, at its own expense, shall (1)(a) either (i) provide any such Reg AB to CMLTI the current Swap Financial Information in an ▇▇▇▇▇-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to CMLTI to incorporation by reference of such current Swap Financial Information that are filed with the end Securities and Exchange Commission in the reports of the related Response PeriodTrust filed pursuant to the Exchange Act, Party A promptly(b) if applicable, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability cause its outside accounting firm to provide its applicable Reg AB consent to filing or incorporation by reference of such accounting firm’s report relating to their audits of such current Swap Financial Information in the Exchange Act Reports of CMLTI, and (c) provide to CMLTI any updated Swap Financial Information with respect to Party A or any entity that consolidates Party A within five days of the release of any such updated Swap Financial Information; (2) secure another entity (which may be an affiliate of Party A) to replace Party A as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (Bor a guarantor therefor) satisfies meets or exceeds the Approved Rating Thresholds and which entity is able to comply with the requirements of Item 1115 of Regulation AB or (3) obtain a guaranty, subject to Rating Agency Condition, (C) is in a form reasonably acceptable to Party B S&P, Moody’s, and (D) enters into an DBRS, as applicable, of, or a contingent agreement of, another person with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Rating Thresholds to honor Party A’s obligations 's obligation under this Agreement from Agreement; provided that such person is an affiliate of Party A that complies is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Party A, and provided, further, that Party A will cause such affiliate to provide Swap ProviderFinancial Disclosure to CMLTI. If permitted by Regulation AB, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculatedExchange Act. (iv) Party A represents and warrants that the statements appearing agrees that, in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) event that Party A shall provides Swap Financial Disclosure to CMLTI in accordance with Part 5(m)(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to CMLTI in accordance with Part 5(m)(iii)(c), it or the guarantor, if applicable, will indemnify and hold harmless Party BCMLTI, the Sponsor, their its respective directors or officers and any person controlling Party B or the SponsorCMLTI, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB such Swap Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) Disclosure or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Citigroup Mortgage Loan Trust, Inc. (the “SponsorDepositor”), and Party B are ) on behalf of the Issuing Entity is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. In addition, for so long as the Depositor is required to file a Form 10-K in respect of the related transaction (which the parties hereto may assume shall be for the period covering the calendar year following the Closing Date, unless otherwise notified in writing by the Depositor), Party A, at its own expense, shall no later than the 25th calendar day of each month, notify the Depositor in writing of any known material affiliations or relationships that develop following the Closing Date between Party A and any of the (x) the Sponsor, the Depositor or the Issuing Entity, if this Agreement is transferred by Party A to another entity and (y) any originator, servicer, trustee or bond administrator or other transaction party, each as identified by the Depositor to Party A in writing, and provide to the Depositor a description of such affiliations or relations. (ii) If requiredIt shall be a swap disclosure event (“Swap Disclosure Event”) if, upon written requeston any Local Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act, the Depositor requests from Party A shall provide to Party B or the Sponsor the applicable certain financial information described under in Item 1115(b1115 of Regulation AB, including, but not limited to Party A’s financial data as described in Item 1115(b)(1) of Regulation AB and financial statements as described in Item 1115(b)(2) of Regulation AB (the “Reg AB Swap Financial InformationDisclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, Party A, within ten (10) Business Days of receipt of a written request calendar days and at its own expense, shall (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an E▇▇▇▇-compatible format (for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”)example, so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under may be provided in Microsoft Word® format, Microsoft Excel® format or any other format suitable for conversion to the E▇▇▇▇ format, but not in .pdf format) or (ii) if permitted by Regulation AB. In , provide written consent to the event Depositor to incorporate by reference such current Swap Financial Disclosure that Party A does not provide any such Reg AB Financial Information by are filed with the end Securities and Exchange Commission in the Exchange Act Reports of the related Response PeriodIssuing Entity, Party A promptlyand (b) if the Swap Financial Disclosure has been audited, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability cause its outside accounting firm to provide its applicable Reg AB consent to filing or incorporation by reference in the Exchange Act Reports of the Issuing Entity of such accounting firm’s report relating to their audits of such current Swap Financial InformationDisclosure; (2) secure another entity to replace Party A by way of a Permitted Transfer, (B) satisfies the Rating Agency Conditioneither as party to this Agreement or by entering into a replacement derivative agreement, (C) is acceptable to Party B and (D) enters into an agreement with Party B on terms substantially in the form of this Agreement Agreement, subject to prior notification to the Swap Rating Agencies, which entity (such replacement counterparty, or a “Reg AB Approved Entity”)guarantor therefor) satisfies the Rating Agency Condition with respect to S&P and which entity is able to comply with the requirements of Item 1115 of Regulation AB; (23) only if sufficient to satisfy the requirements of Item 1115 of Regulation AB that are applicable to the Derivative Provider, as evidenced by an opinion of counsel at the expense of Party A and that is reasonably acceptable to the Depositor, or as determined by the Depositor in its sole discretion if this Agreement is transferred by Party A to another entity subject to the Rating Agency Condition with respect to S&P, obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, AB and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)this Agreement, such that disclosure provided in respect of such the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure; or (34) transfer Eligible Collateral only if sufficient to satisfy the requirements of Item 1115 of Regulation AB that are applicable to the Derivative Provider, as evidenced by an opinion of counsel at the expense of Party B’s Custodian A and that is reasonably acceptable to the Depositor, or as determined by the Depositor in its sole discretion if this Agreement is transferred by Party A to another entity, post collateral in an amount sufficient to reduce the “significance percentage” for purposes of Item 1115 of Regulation AB with respect to any Derivative Agreement relating to such Securitization, calculated separately or in the aggregate with other Derivative Agreements for such Securitization (taking into account a) to 10% if the Depositor has notified the Derivative Provider that the “significance percentage” is 10% or more (but less than 20%) or (b) to 20% if the Depositor has notified the Derivative Provider that the “significance percentage” is 20% or more. If permitted by Regulation AB, any amount posted required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculatedExchange Act. (iv) If Party A represents provides Swap Financial Disclosure to the Depositor pursuant to Part 5(e)(iii)(1) or causes its affiliate to provide Swap Financial Disclosure to the Depositor pursuant to Part 5(e)(iii)(3), then for so long as (x) the Depositor is required to file Exchange Act reports in respect of the Issuing Entity and warrants (y) on the Distribution Date immediately preceding the date of any release of updated Swap Financial Disclosure by Party A, the Depositor has provided notice to Party A that the statements appearing in the Prospectus Supplement dated [ ]“significance percentage” determined under Item 1115 of Regulation AB is equal to or greater than 10% with respect to such Distribution Date, as supplemented by the Supplement dated [ ]Party A, at its own expense, shall provide or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required cause to be stated therein provided to the Depositor any updated Swap Financial Disclosure with respect to Party A or necessary to make any entity that consolidates Party A within five (5) Local Business Days of the statements therein not misleadingrelease of any such updated Swap Financial Disclosure. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (Bv) The Sponsor Depositor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement be an express third party beneficiary of this Agreement as if it were a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case party hereto to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim Depositor’s rights explicitly specified in respect thereof is to be made pursuant to this Part 5(r)(v5(e), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,.

Compliance with Regulation AB. (i) Party A has been advised by Party B that Santander Consumer USA Inc. Capital One Auto Receivables, LLC (the “SponsorSeller”), ) and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information to the extent required under Item 1115 of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B or the Sponsor Seller the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor Seller or Party B (the “Response Period”), so long as the Sponsor Seller or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall eitherPeriod, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain . Party A shall continue to perform its obligations and use reasonable efforts to find a guaranty Reg AB Approved Entity until a suitable substitute is in place. The cost of finding and transferring its rights and obligations to a Reg AB Approved Entity shall be borne by Party A’s obligations under this Agreement from an affiliate A. The failure of Party A that complies to comply with its obligation to find a replacement counterparty as described in the financial information disclosure requirements preceding paragraph will result in an Additional Termination Event under Part 1(k)(i)(A) of Item 1115 this Agreement. In the event of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided an Early Termination Date in respect of such affiliate will satisfy any disclosure requirements applicable the foregoing Additional Termination Event and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking entering into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB)such alternative swap arrangements. (iii) If Party B or the Sponsor Seller request (in writing) the Reg AB Financial Information from Party A, then the Sponsor Seller or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Preliminary Prospectus Supplement Supplement, dated [ ]February 5, as supplemented by the Supplement dated [ ]2007, or in the ProspectusProspectus Supplement, dated February [ ], 2007, each relating to Santander Drive Capital One Auto Receivables Finance Trust [ ] 2007-A under the headings “Summary of Terms – The Parties – Swap Counterparty” and “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the SponsorSeller, their respective directors or officers and any person controlling Party B or the SponsorSeller, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor Seller pursuant to this Part 5(r6(y) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor COAF shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor COAF shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v6(y)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v6(y)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of the indemnifying party, which consent shall not be unreasonably withheld.

Compliance with Regulation AB. (i) Party A has been advised agrees and acknowledges that while reporting requirements with respect to this Transaction are operative by Party B that Santander Consumer USA Inc. (force of law, the “Sponsor”), and Party B are Depositor is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredIf, upon written requestsolely while the relevant reporting requirements apply by force of law to this Transaction, the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent, then the Depositor or Party B, as the case may be, shall notify Party A on a Business Day after the date hereof of such increase in the significance percentage (such notification, a “Regulation AB Event”). The Depositor hereby agrees with Party A to provide Party A with the calculations and any other information reasonably requested by Party A with respect to the determination that led to a Regulation AB Event. (iii) Upon the occurrence of a Regulation AB Event, Party A A, at its own expense, shall (1) provide to Party B or the Sponsor Depositor with the applicable financial information described under set forth in Item 1115(b) of Regulation AB (the “Reg Regulation AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A promptly, but in no event later than ten (102) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability subject to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable secure by Permitted Transfer another entity to replace Party B and (D) enters into an agreement with Party B substantially in the form of A as party to this Agreement on terms substantially similar to this Agreement, which entity is able to provide the Regulation AB Information or (such replacement counterparty3) subject to Rating Agency Condition, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate is able to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)the Regulation AB Information, such that disclosure provided in respect of such the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide the Swap ProviderRegulation AB Information. If permitted by Regulation AB, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted required Regulation AB Information may be provided by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB)Securities Exchange Act. (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B that Santander Consumer USA Inc. Capital One Auto Receivables, LLC (the “SponsorSeller”), ) and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information to the extent required under Item 1115 of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B or the Sponsor Seller the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor Seller or Party B (the “Response Period”), so long as the Sponsor Seller or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall eitherPeriod, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain . Party A shall continue to perform its obligations and use reasonable efforts to find a guaranty Reg AB Approved Entity until a suitable substitute is in place. The cost of finding and transferring its rights and obligations to a Reg AB Approved Entity shall be borne by Party A’s obligations under this Agreement from an affiliate A. The failure of Party A that complies to comply with its obligation to find a replacement counterparty as described in the financial information disclosure requirements preceding paragraph will result in an Additional Termination Event under Part 1(o)(i)(A) of Item 1115 this Agreement. In the event of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided an Early Termination Date in respect of such affiliate will satisfy any disclosure requirements applicable the foregoing Additional Termination Event and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking entering into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB)such alternative swap arrangements. (iii) If Party B or the Sponsor Seller request (in writing) the Reg AB Financial Information from Party A, then the Sponsor Seller or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in under the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the heading “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B acknowledges that Santander Consumer USA Inc. for so long as there are reporting obligations with respect to this Transaction under Regulation AB, the Depositor, acting on behalf of the CSAB Mortgage-Backed Trust 2006-2 (the “SponsorIssuing Entity”), and Party B are is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredthe Depositor determines, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent or more, then the Depositor may request on a Business Day on or after the date of such information is required under Regulation AB. In the event that determination from Party A does not provide any such Reg the same information set forth in Item 1115(b)(1) of Regulation AB Financial Information by that would have been required if the end of the related Response Period, Party A promptly, but significance percentage had in no event later than fact increased to ten (10) Local Business Days following percent, along with any necessary auditors’ consent (such request, a “10% Cap Disclosure Request” and such requested information, subject to the end last sentence of such Response Period this paragraph, is the “10% Cap Financial Disclosure”). Party B or the Depositor shall eitherprovide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the 10% Cap Disclosure Request. The parties hereto further agree that the 10% Cap Financial Disclosure provided to meet the 10% Cap Disclosure Request may be, solely at Party A’s option, either the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (iii) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 10% Cap Disclosure Request, Party A, at its own expense expense, shall (1i) find a replacement counterparty that provide the Depositor with the 10% Cap Financial Disclosure, (ii) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to (A) has provide the ability to provide its applicable Reg AB 10% Cap Financial Information, Disclosure and (B) satisfies provide an indemnity to the Rating Agency ConditionDepositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure or (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with is able to (A) provide the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap 10% Cap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)Disclosure, such that disclosure provided in respect of such the affiliate will will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 10% Cap Financial Disclosure and (B) provide an indemnity to the Swap ProviderDepositor, or (3) transfer Eligible Collateral reasonably satisfactory to Party B’s Custodian the Depositor, in an amount (taking into account relation to the 10% Cap Financial Disclosure. If permitted by Regulation AB, any amount posted required 10% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support AnnexSecurities Exchange Act. (iv) If the Depositor determines, if any) which is sufficient, as reasonably determined and in good faith by faith, that the Sponsor, to reduce the aggregate significance percentage below 10% of this Agreement has increased to nineteen (or19) percent or more, so long as then the Depositor may request on a Business Day on or after the date of such determination from Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, same information set forth in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation ABAB that would have been required if the significance percentage had in fact increased to twenty (20) percent, along with any necessary auditors consent (such request, a “20% Cap Disclosure Request” and such requested information is the “20% Cap Financial Disclosure”). (iii) If . Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) Depositor shall provide Party A with a written explanation of how the significance percentage was calculatedcalculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the 20% Cap Disclosure Request. (ivv) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 20% Cap Disclosure Request, Party A, at its own expense, shall (i) provide the Depositor with the 20% Cap Financial Disclosure, (ii) secure another entity to replace Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating party to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit this Agreement on terms substantially similar to state a material fact required this Agreement which entity is able to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify provide the 20% Cap Financial Disclosure and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case provide an indemnity to the extent that any such lossDepositor, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party Depositor, in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available relation to the indemnifying party and 20% Cap Financial Disclosure or (iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 20% Cap Financial Disclosure, such that disclosure provided in respect of the affiliate will, in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified partyDepositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 20% Cap Financial Disclosure and (B) between provide an indemnity to the indemnified party and Depositor, reasonably satisfactory to the indemnifying party,Depositor, in relation to the 20% Cap Financial Disclosure. If permitted by Regulation AB, any required 20% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act.

Compliance with Regulation AB. (ia) Party A has been advised by Party B The Cap Provider acknowledges that Santander Consumer USA Inc. (for so long as there are reporting obligations with respect to this Transaction under Regulation AB, the “Sponsor”), and Party B are Depositor is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“Regulation "REGULATION AB”"), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information the Cap Provider or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" of this Agreement and any other derivative contracts between the Cap Provider or its group of affiliated entities, if applicable, and the Counterparty, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (iib) If requiredthe Depositor determines, upon written requestreasonably and in good faith, Party A shall provide that the significance percentage of this Agreement has increased to Party B or nine (9) percent, then the Sponsor Depositor may request on a Business Day after the applicable financial date of such determination from the Cap Provider the same information described under set forth in Item 1115(b) of Regulation AB (that would have been required if the “Reg AB Financial Information”) within significance percentage had in fact increased to ten (10) Business Days percent (such request, a "CAP DISCLOSURE REQUEST" and such requested information, subject to the last sentence of receipt this paragraph, is the "CAP FINANCIAL DISCLOSURE"). The Depositor shall provide the Cap Provider and the Counterparty with the calculations and any other information reasonably requested by the Cap Provider or the Counterparty with respect to the Depositor's determination that led to the Cap Disclosure Request. The parties hereto further agree that the Cap Financial Disclosure provided to meet the Cap Disclosure Request may be, solely at the Cap Provider's option, either the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB. c) Upon the occurrence of a written request for such Reg AB Financial Information by Cap Disclosure Request, the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall eitherCap Provider, at Party A’s its own expense expense, shall (1i) find a replacement counterparty that provide the Depositor with the Cap Financial Disclosure, (Aii) has subject to Rating Agency Confirmation, secure another entity to replace the ability Cap Provider as party to this Agreement on terms substantially similar to this Agreement which entity is able to provide its applicable Reg AB the Cap Financial Information, Disclosure or (Biii) satisfies the subject to Rating Agency ConditionConfirmation, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s the Cap Provider's obligations under this Agreement from an affiliate of Party A the Cap Provider that complies is able to provide with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Cap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)Disclosure, such that disclosure provided in respect of such the affiliate will satisfy any disclosure requirements applicable to the Swap Cap Provider, or (3) transfer Eligible Collateral and cause such affiliate to Party B’s Custodian in an amount (taking into account provide Cap Financial Disclosure. If permitted by Regulation AB, any amount posted required Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support AnnexSecurities Exchange Act. For purposes of clause (ii) above, if anythe parties agree that National Westminster Bank Plc ("NATWEST") which is sufficient, as reasonably determined in good faith by shall be an acceptable replacement for the Sponsor, to reduce the aggregate significance percentage below 10% (orCap Provider, so long as Party A NatWest is able to provide the Swap suitable Cap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB)Disclosure. (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Citigroup Mortgage Loan Trust Inc. (the “SponsorCMLTI”), and Party B are ) is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredIt shall be a swap disclosure event (“Swap Disclosure Event”) if, upon written requeston any Business Day after the date hereof, CMLTI requests from Party A shall provide to Party B or the Sponsor the applicable financial information described under in Item 1115(b) 1115 of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of such request to be based on a written request for such Reg AB Financial Information reasonable determination by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determinedCMLTI, in good faith, that such information is required under Regulation AB. In ) (the event that “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, Party A, at its own expense, shall (a) provide to CMLTI the Swap Financial Disclosure, (b) secure another entity (which may be an affiliate of Party A) to replace Party A does not provide any such Reg as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds and which entity is able to comply with the requirements of Item 1115 of Regulation AB Financial Information by the end of the related Response Periodor (c) obtain a guaranty, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability subject to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is in a form reasonably acceptable to Party B S&P, M▇▇▇▇’▇, and (D) enters into an Fitch, as applicable, of, or a contingent agreement of, another person with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Rating Thresholds to honor Party A’s obligations 's obligation under this Agreement from Agreement; provided that such person is an affiliate of Party A that complies is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Party A, and provided, further, that Party A will cause such affiliate to provide Swap ProviderFinancial Disclosure to CMLTI. If permitted by Regulation AB, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculatedExchange Act. (iv) Party A represents and warrants that the statements appearing agrees that, in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) event that Party A shall provides Swap Financial Disclosure to CMLTI in accordance with Part 5(l)(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to CMLTI in accordance with Part 5(l)(iii)(c), it or the guarantor, if applicable, will indemnify and hold harmless Party BCMLTI, the Sponsor, their its respective directors or officers and any person controlling Party B or the SponsorCMLTI, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB such Swap Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) Disclosure or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor . (v) CMLTI shall not be liable in any such case an express third party beneficiary of this Agreement as if a party hereto to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A InformationCMLTI’s rights explicitly specified herein. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Inc. Depositor (the “Sponsor”), and Party B are DEPOSITOR) is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“Regulation the EXCHANGE ACT) (REGULATION AB”), to disclose certain financial information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredIt shall be a swap disclosure event (SWAP DISCLOSURE EVENT) if, upon written requeston any Business Day during the term of the Transaction, Depositor requests from Party A shall provide to Party B or the Sponsor the applicable financial information described under in Item 1115(b) 1115 of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of such request to be based on a written request for such Reg AB Financial Information reasonable determination by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determinedDepositor, in good faith, that such information is required under Regulation AB. In AB as a result of the event that aggregate "significance percentage" exceeding 10%) (the SWAP FINANCIAL DISCLOSURE). (iii) Upon the occurrence of a Swap Disclosure Event, Party A, at its own expense, shall (a) provide to Depositor the Swap Financial Disclosure, (b) secure another entity to replace Party A does not provide any such Reg AB Financial Information by as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the end Rating Agencies, PROVIDED, that satisfaction of the related Response PeriodS&P Ratings Condition shall be required for any transfer of any Transactions under this clause (iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A promptlyshall provide written notice to S&P with respect thereto), but in no event later than ten which entity (10or a guarantor therefor) Local Business Days following meets or exceeds the end Hedge Counterparty Ratings Requirement and which entity is able to comply with the financial information disclosure requirements of such Response Period shall either, at Party A’s own expense Item 1115 of Regulation AB or (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2c) obtain a guaranty of the Party A’s 's obligations under this Agreement from an affiliate of the Party A that complies is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable with respect to the Counterparty, and cause such affiliate to provide Swap Financial Disclosure and Disclosure. If permitted by Regulation AB, any future required Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure may be provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB)Exchange Act. (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Inc. Depositor (the “SponsorDepositor”), and Party B are ) is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (such regulation, “Regulation AB”), to disclose certain financial information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredIt shall be a swap disclosure event (“Swap Disclosure Event”) if, upon written requeston any Business Day during the term of the Transaction, Depositor requests from Party A shall provide to Party B or the Sponsor the applicable financial information described under in Item 1115(b) 1115 of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of such request to be based on a written request for such Reg AB Financial Information reasonable determination by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determinedDepositor, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end as a result of the related Response Period, Party A promptly, but in no event later than ten aggregate “significance percentage” exceeding 10%) (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation ABDisclosure”). (iii) If Party B or Upon the Sponsor request (in writing) the Reg AB Financial Information from occurrence of a Swap Disclosure Event, Party A, then at its own expense, shall (a) provide to Depositor the Sponsor or Swap Financial Disclosure, (b) secure another entity to replace Party B will promptly (A as party to this Agreement on terms substantially similar to this Agreement and in any event within one (1) Business Day subject to prior notification to the Rating Agencies, provided, that satisfaction of the S&P Ratings Condition shall be required for any transfer of any Transactions under this clause (iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. such transfer, tax representations (iv) Party A represents and warrants provided that the statements appearing representations in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”Part 2(a) are true not modified) and correct any other representations regarding the status of the substitute counterparty of the type included in all material respects Section (c) of this Part 5 and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. notice information (A) in which case, Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides provide written notice to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,S&P

Compliance with Regulation AB. (i) Party A has been advised by Party B acknowledges that Santander Consumer USA Inc. for so long as there are reporting obligations with respect to this Transaction under Regulation AB, the Depositor, acting on behalf of the Credit Suisse Commercial Mortgage Trust 2007-C2 (the “Sponsor”Issuing Entity), and Party B are is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so So long as there are reporting obligations with respect to this Transaction under Regulation AB, if the Sponsor or Party B has Depositor determines, reasonably determined, and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent or more, then the Depositor may request on a Business Day on or after the date of such information is required under Regulation AB. In the event that determination from Party A does not provide any such Reg the same information set forth in Item 1115(b)(1) of Regulation AB Financial Information by that would have been required if the end of the related Response Period, Party A promptly, but significance percentage had in no event later than fact increased to ten (10) Local Business Days following percent, along with any necessary auditors' consent (such request, a 10% Swap Disclosure Request and such requested information, subject to the end last sentence of such Response Period this paragraph, is the 10% Swap Financial Disclosure). Party B or the Depositor shall eitherprovide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor's determination that led to the 10% Swap Disclosure Request. The parties hereto further agree that the 10% Swap Financial Disclosure provided to meet the 10% Swap Disclosure Request may be, solely at Party A’s 's option, either the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (iii) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 10% Swap Disclosure Request, Party A, at its own expense expense, shall (1i) find a replacement counterparty that provide the Depositor with the 10% Swap Financial Disclosure, (ii) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to (A) has provide the ability to provide its applicable Reg AB 10% Swap Financial Information, Disclosure and (B) satisfies provide an indemnity to the Rating Agency ConditionDepositor, reasonably satisfactory to the Depositor, in relation to the 10% Swap Financial Disclosure or (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2iii) obtain a guaranty of Party A’s 's obligations under this Agreement from an affiliate of Party A that complies with is able to (A) provide the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide 10% Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)Disclosure, such that disclosure provided in respect of such the affiliate will will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 10% Swap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 10% Swap ProviderFinancial Disclosure. If permitted by Regulation AB, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted required 10% Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support Annex, if anySecurities Exchange Act. (iv) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so So long as Party A is able there are reporting obligations with respect to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of this Transaction under Regulation AB, below 20%as amended, if the Depositor determines, reasonably and in good faith, that the event significance percentage of this Agreement has increased to nineteen (19) percent or more, then the Depositor may request on a Business Day on or after the date of such determination from Party A is requested to provide the Swap Financial Disclosure required pursuant to same information set forth in Item 1115(b)(2) of Regulation ABAB that would have been required if the significance percentage had in fact increased to twenty (20) percent, along with any necessary auditors consent (such request, a 20% Swap Disclosure Request and such requested information is the 20% Swap Financial Disclosure). (iii) If . Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) Depositor shall provide Party A with a written explanation of how the significance percentage was calculatedcalculations and any other information reasonably requested by Party A with respect to the Depositor's determination that led to the 20% Swap Disclosure Request. (ivv) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 20% Swap Disclosure Request, Party A, at its own expense, shall (i) provide the Depositor with the 20% Swap Financial Disclosure, (ii) secure another entity to replace Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating party to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit this Agreement on terms substantially similar to state a material fact required this Agreement which entity is able to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify provide the 20% Swap Financial Disclosure and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case provide an indemnity to the extent that any such lossDepositor, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party Depositor, in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available relation to the indemnifying party and 20% Swap Financial Disclosure or (iii) obtain a guaranty of Party A's obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 20% Swap Financial Disclosure, such that disclosure provided in respect of the affiliate will, in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified partyDepositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 20% Swap Financial Disclosure and (B) between provide an indemnity to the indemnified party and Depositor, reasonably satisfactory to the indemnifying party,Depositor, in relation to the 20% Swap Financial Disclosure. If permitted by Regulation AB, any required 20% Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act.

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Inc. Nomura Asset Acceptance Corporation (the “SponsorDepositor”), and Party B are ) may be required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934AB, as amended (“Regulation AB”)defined in the Pooling and Servicing Agreement, to disclose certain financial information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredIt shall be a swap disclosure event (“Swap Disclosure Event”) if, upon written requeston any Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act with respect to the Certificates, Party A shall provide to Party B or the Sponsor Depositor requests from Party A by written notice the applicable financial information described under in Item 1115(b) of Regulation AB (such request to be based on a reasonable determination by the Depositor, when the “Reg AB Financial Information”) within ten (10) Business Days significance percentage” is 6% or higher; it being understood that the determination of receipt such “significance percentage” shall be based on “significance estimates” made in substantially the same manner as that used in the Sponsor’s internal risk management process in respect of a written request for such Reg AB Financial Information similar instruments and furnished by the Sponsor to the Depositor, or if the Sponsor does not furnish such significance estimates to the Depositor, based on a determination of such significance estimates by the Depositor in a manner that it deems reasonable) and Party B has received such notice (the “Response PeriodSwap Financial Disclosure”), so long as . (iii) Upon the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end occurrence of the related Response Perioda Swap Disclosure Event, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall eitherA, at Party A’s its own expense (1) find a replacement counterparty that (A) has the ability and subject to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, shall either (C1)(a) is acceptable either (i) provide to the Depositor the current Swap Financial Disclosure in an ▇▇▇▇▇-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the Exchange Act Reports of the Depositor, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of the Depositor of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to Party B and (D) enters into an agreement with A or any entity that consolidates Party B substantially in A within five Business Days of the form release of this Agreement (any such replacement counterparty, a “Reg AB Approved Entity”)updated Swap Financial Disclosure; (2) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds and which entity complies with the requirements of Item 1115 of Regulation AB and clause (1) above, or (3) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, Party B or (34) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant post collateral satisfactory to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, Depositor that will be sufficient to reduce the aggregate “significance percentage below 10% (or, so long percentage” as Party A is able to provide the defined under Item 1115 of Regulation AB such that no information that would otherwise have constituted Swap Financial Disclosure will be required to be filed with, or incorporated by reference into, the Exchange Act reports of the Depositor pursuant to Item 1115(b)(1) 1115 of Regulation AB. Notwithstanding the foregoing, below 20%, in the event Party A is requested to provide agrees that if future guidance from the Swap Financial Disclosure required pursuant Securities and Exchange Commission with respect to Item 1115(b)(2) 1115 precludes the posting of Regulation AB). (iii) If Party B collateral or otherwise limits the Sponsor request (posting of collateral in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day reduction of the date of the request for the Reg AB Financial Information“significance percentage”, item (4) provide Party A with a written explanation of how the significance percentage was calculatedshall cease to operate under Part 5(n)(iii). (iv) Party A represents and warrants that the statements appearing agrees that, in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) event that Party A shall provides Swap Financial Disclosure to the Depositor in accordance with clause (iii)(1) above or causes its affiliate to provide Swap Financial Disclosure to the Depositor in accordance with clause (iii)(3) above, it will indemnify and hold harmless Party Bthe Depositor, the Sponsor, their its respective directors or officers and any person controlling Party B or the SponsorDepositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB such Swap Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) Disclosure or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor . (v) Depositor shall not be liable in any such case an express third party beneficiary of this Agreement as if a party hereto to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A InformationDepositor’s rights explicitly specified herein. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Inc. Depositor (the “Sponsor”), and Party B are Depositor) is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“the Exchange Act) (Regulation AB”), to disclose certain financial information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredIt shall be a swap disclosure event (Swap Disclosure Event) if, upon written requeston any Business Day during the term of the Transaction, Depositor requests from Party A shall provide to Party B or the Sponsor the applicable financial information described under in Item 1115(b) 1115 of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of such request to be based on a written request for such Reg AB Financial Information reasonable determination by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determinedDepositor, in good faith, that such information is required under Regulation AB. In AB as a result of the event that aggregate "significance percentage" exceeding 10%) (the Swap Financial Disclosure). (iii) Upon the occurrence of a Swap Disclosure Event, Party A, at its own expense, shall (a) provide to Depositor the Swap Financial Disclosure, (b) secure another entity to replace Party A does not provide any such Reg AB Financial Information by as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the end Rating Agencies, provided, that satisfaction of the related Response PeriodS&P Ratings Condition shall be required for any transfer of any Transactions under this clause (iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A promptlyshall provide written notice to S&P with respect thereto), but in no event later than ten which entity (10or a guarantor therefor) Local Business Days following meets or exceeds the end Hedge Counterparty Ratings Requirement and which entity is able to comply with the financial information disclosure requirements of such Response Period shall either, at Party A’s own expense Item 1115 of Regulation AB or (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2c) obtain a guaranty of the Party A’s 's obligations under this Agreement from an affiliate of the Party A that complies is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable with respect to the Counterparty, and cause such affiliate to provide Swap Financial Disclosure and Disclosure. If permitted by Regulation AB, any future required Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure may be provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB)Exchange Act. (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B that Santander Consumer USA Inc. CarMax Business Services, LLC. (the “Sponsor”), ) and Party B are required under Regulation AB under of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information to the extent required under Item 1115 of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”)” and Approved Entity; (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Reg AB Financial Disclosure Information and any future Swap Reg AB Financial Disclosure Information and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap ProviderCounterparty, or (3) transfer Eligible Collateral under the Credit Support Annex to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support AnnexPart 5(b) herein, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Reg AB Financial Disclosure Information required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Reg AB Financial Disclosure Information required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Preliminary Prospectus Supplement Supplement, dated [ ]January 7, as supplemented by 2008 under the Supplement dated [ ]heading “The Swap Counterparty—Bank of America, N.A.” or in the ProspectusProspectus Supplement, dated [ ]January 10, each relating to Santander Drive Auto Receivables Trust [ ] 2008 under the headings heading “The Swap Counterparty” (the “Prospectus Information”) ), each such prospectus supplement relating to CarMax Auto Owner Trust 2008-1, are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r6(m) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), ) or the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v6(m)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v6(m)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of the indemnifying party, which consent shall not be unreasonably withheld.

Compliance with Regulation AB. (i) Party A has been advised by Party B acknowledges that Santander Consumer USA Inc. for so long as there are reporting obligations with respect to this Transaction under Regulation AB, the Depositor, acting on behalf of the CSAB Mortgage-Backed Trust 2006-3 (the “SponsorIssuing Entity”), and Party B are is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredthe Depositor determines, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent or more, then the Depositor may request on a Business Day on or after the date of such information is required under Regulation AB. In the event that determination from Party A does not provide any such Reg the same information set forth in Item 1115(b)(1) of Regulation AB Financial Information by that would have been required if the end of the related Response Period, Party A promptly, but significance percentage had in no event later than fact increased to ten (10) Local Business Days following percent, along with any necessary auditors’ consent (such request, a “10% Cap Disclosure Request” and such requested information, subject to the end last sentence of such Response Period this paragraph, is the “10% Cap Financial Disclosure”). Party B or the Depositor shall eitherprovide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the 10% Cap Disclosure Request. The parties hereto further agree that the 10% Cap Financial Disclosure provided to meet the 10% Cap Disclosure Request may be, solely at Party A’s option, either the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (iii) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 10% Cap Disclosure Request, Party A, at its own expense expense, shall (1i) find a replacement counterparty that provide the Depositor with the 10% Cap Financial Disclosure, (ii) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to (A) has provide the ability to provide its applicable Reg AB 10% Cap Financial Information, Disclosure and (B) satisfies provide an indemnity to the Rating Agency ConditionDepositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure or (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with is able to (A) provide the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap 10% Cap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)Disclosure, such that disclosure provided in respect of such the affiliate will will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 10% Cap Financial Disclosure and (B) provide an indemnity to the Swap ProviderDepositor, or (3) transfer Eligible Collateral reasonably satisfactory to Party B’s Custodian the Depositor, in an amount (taking into account relation to the 10% Cap Financial Disclosure. If permitted by Regulation AB, any amount posted required 10% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support AnnexSecurities Exchange Act. (iv) If the Depositor determines, if any) which is sufficient, as reasonably determined and in good faith by faith, that the Sponsor, to reduce the aggregate significance percentage below 10% of this Agreement has increased to nineteen (or19) percent or more, so long as then the Depositor may request on a Business Day on or after the date of such determination from Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, same information set forth in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation ABAB that would have been required if the significance percentage had in fact increased to twenty (20) percent, along with any necessary auditors consent (such request, a “20% Cap Disclosure Request” and such requested information is the “20% Cap Financial Disclosure”). (iii) If . Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) Depositor shall provide Party A with a written explanation of how the significance percentage was calculatedcalculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the 20% Cap Disclosure Request. (ivv) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 20% Cap Disclosure Request, Party A, at its own expense, shall (i) provide the Depositor with the 20% Cap Financial Disclosure, (ii) secure another entity to replace Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating party to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit this Agreement on terms substantially similar to state a material fact required this Agreement which entity is able to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify provide the 20% Cap Financial Disclosure and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case provide an indemnity to the extent that any such lossDepositor, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party Depositor, in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available relation to the indemnifying party and 20% Cap Financial Disclosure or (iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 20% Cap Financial Disclosure, such that disclosure provided in respect of the affiliate will, in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified partyDepositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 20% Cap Financial Disclosure and (B) between provide an indemnity to the indemnified party and Depositor, reasonably satisfactory to the indemnifying party,Depositor, in relation to the 20% Cap Financial Disclosure. If permitted by Regulation AB, any required 20% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act.

Compliance with Regulation AB. (i) Party A has been advised by Party B that Santander Consumer USA Inc. Capital One Auto Receivables, LLC (the “SponsorSeller”), ) and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information to the extent required under Item 1115 of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B or the Sponsor Seller the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor Seller or Party B (the “Response Period”), so long as the Sponsor Seller or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall eitherPeriod, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain . Party A shall continue to perform its obligations and use reasonable efforts to find a guaranty Reg AB Approved Entity until a suitable substitute is in place. The cost of finding and transferring its rights and obligations to a Reg AB Approved Entity shall be borne by Party A’s obligations under this Agreement from an affiliate A. The failure of Party A that complies to comply with its obligation to find a replacement counterparty as described in the financial information disclosure requirements preceding paragraph will result in an Additional Termination Event under Part 1(k)(i)(A) of Item 1115 this Agreement. In the event of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided an Early Termination Date in respect of such affiliate will satisfy any disclosure requirements applicable the foregoing Additional Termination Event and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking entering into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB)such alternative swap arrangements. (iii) If Party B or the Sponsor Seller request (in writing) the Reg AB Financial Information from Party A, then the Sponsor Seller or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Preliminary Prospectus Supplement Supplement, dated [ ]November 13, as supplemented by the Supplement dated [ ]2006, or in the ProspectusProspectus Supplement, dated [ ]November 14, 2006, each relating to Santander Drive Capital One Auto Receivables Finance Trust [ ] 2006-C under the headings “Summary of Terms – The Parties – Swap Counterparty” and “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the SponsorSeller, their respective directors or officers and any person controlling Party B or the SponsorSeller, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor Seller pursuant to this Part 5(r6(y) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor COAF shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor COAF shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v6(y)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v6(y)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of the indemnifying party, which consent shall not be unreasonably withheld.

Compliance with Regulation AB. (i) Party A has been advised by Party B acknowledges that Santander Consumer USA Inc. (the “Sponsor”), and Party B for so long as there are required reporting obligations with respect to this Transaction under Regulation AB (“Regulation AB”) under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Depositor is required under Regulation AB”), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredSubject to the provisions of clause (iii) below, upon written and so long as there are reporting obligations with respect to this Transaction under Regulation AB, if the Depositor determines, reasonably and in good faith, that the aggregate significance percentage of this Agreement has increased to nine (9) percent, then the Depositor may request from Party A (such request, Party A shall provide to Party B or a “Hedge Disclosure Request”) on a Business Day after the Sponsor date of such determination the applicable financial same information described under set forth in Item 1115(b) of Regulation AB (such requested information, subject to the last sentence of this paragraph, the “Reg AB Hedge Financial InformationDisclosure”) within that would have been required if the significance percentage had in fact increased to ten (10) Business Days percent. The Depositor or any of receipt its agents shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the Hedge Disclosure Request. The parties hereto further agree that the Hedge Financial Disclosure provided to meet the Hedge Disclosure Request may be, solely at Party A’s option, either the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of a written request for such Reg AB Financial Information by the Sponsor or Party B Regulation AB. (the “Response Period”), so iii) So long as there are reporting obligations with respect to this Transaction under Regulation AB, if the Sponsor or Party B has Depositor determines, reasonably determined, and in good faith, that the aggregate significance percentage of this Agreement has increased to nineteen (19) percent, then the Depositor may make a Hedge Disclosure Request to Party A on a Business Day after the date of such determination for Hedge Financial Disclosure that would have been required if the significance percentage had in fact increased to twenty (20) percent (and, accordingly, consists of the information is required under set forth in Item 1115(b)(2) of Regulation AB). In the event that The Depositor or any of its agents shall provide Party A does not provide with the calculations and any such Reg AB Financial Information other information reasonably requested by Party A with respect to the end Depositor’s determination that led to the Hedge Disclosure Request. (iv) Upon the occurrence of the related Response Perioda Hedge Disclosure Request, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall eitherA, at Party A’s its own expense expense, shall (1a) find a replacement counterparty that (A) has provide the ability to provide its applicable Reg AB Depositor with the Hedge Financial InformationDisclosure, (Bb) satisfies the subject to Rating Agency Condition, (C) is acceptable secure another entity to replace Party B and (D) enters into an agreement with Party B substantially in the form of A as party to this Agreement on terms substantially similar to this Agreement which entity is able to provide the Hedge Financial Disclosure or (such replacement counterpartyc) subject to Rating Agency Condition, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate is able to provide Swap the Hedge Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)Disclosure, such that disclosure provided in respect of such the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Hedge Financial Disclosure. For purposes of clause (b) above, the Swap Provider, or parties agree that National Westminster Bank Plc (3“NatWest”) transfer Eligible Collateral to shall be an acceptable replacement for Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (orA, so long as Party A is able to provide NatWest satisfies the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of conditions specified in such clause (b). If permitted by Regulation AB, below 20%, in the event Party A is requested to provide the Swap any required Hedge Financial Disclosure required may be provided by incorporation by reference from reports filed pursuant to Item 1115(b)(2) of Regulation AB)the 1934 Act. (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (ivv) Party A represents and warrants that agrees that, if it responds to a Hedge Disclosure Request by providing Hedge Financial Disclosure, then, for so long as the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] Depositor has reporting obligations under the headings “The Swap Counterparty” (1934 Act with respect to this Transaction, it will provide any updates to Hedge Financial Disclosure within 5 Business Days following the “Prospectus Information”) are true and correct in all material respects and do not contain availability thereof. If permitted by Regulation AB, any untrue statement of a material fact or omit to state a material fact required to such update may be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, provided by incorporation by reference from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor reports filed pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading1934 Act. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Inc. Bear ▇▇▇▇▇▇▇ Asset Backed Securities I LLC (the “Sponsor”), and Party B are "Depositor") on behalf of the Issuing Entity is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“the "Exchange Act") ("Regulation AB”"), to disclose certain financial information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. In addition, for so long as the Depositor is required to file a Form 10-K in respect of the related transaction (which the parties hereto may assume shall be for the period covering the calendar year following the Closing Date, unless otherwise notified in writing by the Securities Administrator), Party A, at its own expense, shall no later than the 25th calendar day of each month, notify the Depositor and the Securities Administrator in writing of any known material affiliations or relationships that develop following the Closing Date between Party A and any of the (x) the Sponsor, the Depositor, Indenture Trustee, Owner Trustee or the Issuing Entity, if this Agreement is transferred by Party A to another entity and (y) any originator, servicer, trustee or bond administrator or other transaction party, each as identified by the Securities Administrator to Party A in writing, and provide to the Depositor and the Securities Administrator a description of such affiliations or relations. (ii) If requiredIt shall be a swap disclosure event ("Swap Disclosure Event") if, upon written requeston any Local Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act, the Depositor or the Securities Administrator requests from Party A shall provide to Party B or the Sponsor the applicable certain financial information described under in Item 1115(b1115 of Regulation AB, including, but not limited to Party A's financial data as described in Item 1115(b)(1) of Regulation AB and financial statements as described in Item 1115(b)(2) of Regulation AB (the “Reg AB "Swap Financial Information”Disclosure"). (iii) Upon the occurrence of a Swap Disclosure Event, Party A, within ten (10) Business Days of receipt of a written request calendar days and at its own expense, shall (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an ▇▇▇▇▇-compatible format (for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”)example, so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under may be provided in Microsoft Word® format, Microsoft Excel® format or any other format suitable for conversion to the ▇▇▇▇▇ format, but not in .pdf format) or (ii) if permitted by Regulation AB. In , provide written consent to the event Depositor to incorporate by reference such current Swap Financial Disclosure that Party A does not provide any such Reg AB Financial Information by are filed with the end Securities and Exchange Commission in the Exchange Act Reports of the related Response PeriodIssuing Entity, Party A promptlyand (b) if the Swap Financial Disclosure has been audited, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability cause its outside accounting firm to provide its applicable Reg AB consent to filing or incorporation by reference in the Exchange Act Reports of the Issuing Entity of such accounting firm's report relating to their audits of such current Swap Financial InformationDisclosure; (2) secure another entity to replace Party A by way of a Permitted Transfer, (B) satisfies the Rating Agency Conditioneither as party to this Agreement or by entering into a replacement derivative agreement, (C) is acceptable to Party B and (D) enters into an agreement with Party B on terms substantially in the form of this Agreement Agreement, subject to prior notification to the Swap Rating Agencies, which entity (such replacement counterparty, or a “Reg AB Approved Entity”)guarantor therefor) satisfies the Rating Agency Condition with respect to S&P and which entity is able to comply with the requirements of Item 1115 of Regulation AB; (23) only if sufficient to satisfy the requirements of Item 1115 of Regulation AB that are applicable to the Derivative Provider, as evidenced by an opinion of counsel at the expense of Party A and that is reasonably acceptable to the Depositor or as determined by the Depositor in its sole discretion if this Agreement is transferred by Party A to another entity, subject to the Rating Agency Condition with respect to S&P, obtain a guaranty of Party A’s 's obligations under this Agreement from an affiliate of Party A that complies is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, AB and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)this Agreement, such that disclosure provided in respect of such the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure; or (34) transfer Eligible Collateral only if sufficient to satisfy the requirements of Item 1115 of Regulation AB that are applicable to the Derivative Provider, as evidenced by an opinion of counsel at the expense of Party B’s Custodian A and that is reasonably acceptable to the Depositor or as determined by the Depositor in its sole discretion if this Agreement is transferred by Party A to another entity, post collateral in an amount sufficient to reduce the "significance percentage" for purposes of Item 1115 of Regulation AB with respect to any Derivative Agreement relating to such Securitization, calculated separately or in the aggregate with other Derivative Agreements for such Securitization (taking into account a) to 10% if the Securities Administrator or Depositor has notified the Derivative Provider that the "significance percentage" is 10% or more (but less than 20%) or (b) to 20% if the Securities Administrator or Depositor has notified the Derivative Provider that the "significance percentage" is 20% or more. If permitted by Regulation AB, any amount posted required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculatedExchange Act. (iv) If Party A represents provides Swap Financial Disclosure to the Depositor pursuant to Part 5(e)(iii)(1) or causes its affiliate to provide Swap Financial Disclosure to the Depositor pursuant to Part 5(e)(iii)(3), then for so long as (x) the Depositor is required to file Exchange Act reports in respect of the Issuing Entity and warrants (y) on the Distribution Date immediately preceding the date of any release of updated Swap Financial Disclosure by Party A, the Securities Administrator or Depositor has provided notice to Party A that the statements appearing in the Prospectus Supplement dated [ ]"significance percentage" determined under Item 1115 of Regulation AB is equal to or greater than 10% with respect to such Distribution Date, as supplemented by the Supplement dated [ ]Party A, at its own expense, shall provide or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required cause to be stated therein provided to the Depositor any updated Swap Financial Disclosure with respect to Party A or necessary to make any entity that consolidates Party A within five (5) Local Business Days of the statements therein not misleadingrelease of any such updated Swap Financial Disclosure. (Av) Party A shall agrees that, in the event that Party A provides Swap Financial Disclosure to the Depositor in accordance with Part 5(e)(iii)(1), or Party A causes its affiliate to provide Swap Financial Disclosure to the Depositor in accordance with Part 5(e)(iii)(3), or Party A provides or causes to be provided updated Swap Financial Disclosure in accordance with Part 5(e)(iv), Party A will indemnify and hold harmless Party Bthe Depositor, the Sponsor, their its respective directors or officers and any person controlling Party B or the SponsorDepositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB such Swap Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) Disclosure or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after The Securities Administrator and Depositor shall be an express third party beneficiary of this Agreement as if it were a party hereto to the indemnified party under Part 5(r)(v) receives notice extent of the commencement of any such action, the indemnified party will, if a claim Depositor's rights explicitly specified in respect thereof is to be made pursuant to this Part 5(r)(v5(e), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,.

Compliance with Regulation AB. (i) Party A has been advised by Party B that Santander Consumer USA Inc. (the “Sponsor”), and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information to the extent required under Item 1115 of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of the indemnifying party, which consent shall not be unreasonably withheld.

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Citigroup Mortgage Loan Trust Inc. (the “SponsorDepositor”), and Party B are ) on behalf of the Issuing Entity is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. In addition, for so long as the Depositor is required to file a Form 10-K in respect of the related transaction (which the parties hereto may assume shall be for the period covering the calendar year following the Closing Date, unless otherwise notified in writing by the Depositor), Party A, at its own expense, shall no later than the 25th calendar day of each month, notify the Depositor in writing of any known material affiliations or relationships that develop following the Closing Date between Party A and any of the (x) the Sponsor, the Depositor or the Issuing Entity, if this Agreement is transferred by Party A to another entity and (y) any originator, servicer, trustee or bond administrator or other transaction party, each as identified by the Depositor to Party A in writing, and provide to the Depositor a description of such affiliations or relations. (ii) If requiredIt shall be a swap disclosure event (“Swap Disclosure Event”) if, upon written requeston any Local Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act, the Depositor requests from Party A shall provide to Party B or the Sponsor the applicable certain financial information described under in Item 1115(b1115 of Regulation AB, including, but not limited to Party A’s financial data as described in Item 1115(b)(1) of Regulation AB and financial statements as described in Item 1115(b)(2) of Regulation AB (the “Reg AB Swap Financial InformationDisclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, Party A, within ten (10) Business Days of receipt of a written request calendar days and at its own expense, shall (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an ▇▇▇▇▇-compatible format (for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”)example, so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under may be provided in Microsoft Word® format, Microsoft Excel® format or any other format suitable for conversion to the ▇▇▇▇▇ format, but not in .pdf format) or (ii) if permitted by Regulation AB. In , provide written consent to the event Depositor to incorporate by reference such current Swap Financial Disclosure that Party A does not provide any such Reg AB Financial Information by are filed with the end Securities and Exchange Commission in the Exchange Act Reports of the related Response PeriodIssuing Entity, Party A promptlyand (b) if the Swap Financial Disclosure has been audited, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability cause its outside accounting firm to provide its applicable Reg AB consent to filing or incorporation by reference in the Exchange Act Reports of the Issuing Entity of such accounting firm’s report relating to their audits of such current Swap Financial InformationDisclosure; (2) secure another entity to replace Party A by way of a Permitted Transfer, (B) satisfies the Rating Agency Conditioneither as party to this Agreement or by entering into a replacement derivative agreement, (C) is acceptable to Party B and (D) enters into an agreement with Party B on terms substantially in the form of this Agreement Agreement, subject to prior notification to the Swap Rating Agencies, which entity (such replacement counterparty, or a “Reg AB Approved Entity”)guarantor therefor) satisfies the Rating Agency Condition with respect to S&P and which entity is able to comply with the requirements of Item 1115 of Regulation AB; (23) only if sufficient to satisfy the requirements of Item 1115 of Regulation AB that are applicable to the Derivative Provider, as evidenced by an opinion of counsel at the expense of Party A and that is reasonably acceptable to the Depositor, or as determined by the Depositor in its sole discretion if this Agreement is transferred by Party A to another entity subject to the Rating Agency Condition with respect to S&P, obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, AB and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)this Agreement, such that disclosure provided in respect of such the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure; or (34) transfer Eligible Collateral only if sufficient to satisfy the requirements of Item 1115 of Regulation AB that are applicable to the Derivative Provider, as evidenced by an opinion of counsel at the expense of Party B’s Custodian A and that is reasonably acceptable to the Depositor, or as determined by the Depositor in its sole discretion if this Agreement is transferred by Party A to another entity, post collateral in an amount sufficient to reduce the “significance percentage” for purposes of Item 1115 of Regulation AB with respect to any Derivative Agreement relating to such Securitization, calculated separately or in the aggregate with other Derivative Agreements for such Securitization (taking into account a) to 10% if the Depositor has notified the Derivative Provider that the “significance percentage” is 10% or more (but less than 20%) or (b) to 20% if the Depositor has notified the Derivative Provider that the “significance percentage” is 20% or more. If permitted by Regulation AB, any amount posted required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculatedExchange Act. (iv) If Party A represents provides Swap Financial Disclosure to the Depositor pursuant to Part 5(e)(iii)(1) or causes its affiliate to provide Swap Financial Disclosure to the Depositor pursuant to Part 5(e)(iii)(3), then for so long as (x) the Depositor is required to file Exchange Act reports in respect of the Issuing Entity and warrants (y) on the Distribution Date immediately preceding the date of any release of updated Swap Financial Disclosure by Party A, the Depositor has provided notice to Party A that the statements appearing in the Prospectus Supplement dated [ ]“significance percentage” determined under Item 1115 of Regulation AB is equal to or greater than 10% with respect to such Distribution Date, as supplemented by the Supplement dated [ ]Party A, at its own expense, shall provide or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required cause to be stated therein provided to the Depositor any updated Swap Financial Disclosure with respect to Party A or necessary to make any entity that consolidates Party A within five (5) Local Business Days of the statements therein not misleadingrelease of any such updated Swap Financial Disclosure. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (Bv) The Sponsor Depositor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement be an express third party beneficiary of this Agreement as if it were a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case party hereto to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim Depositor’s rights explicitly specified in respect thereof is to be made pursuant to this Part 5(r)(v5(e), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,.

Compliance with Regulation AB. (i) Party A has been advised by Party B acknowledges that Santander Consumer USA Inc. for so long as there are reporting obligations with respect to this Transaction under Regulation AB, the Depositor, acting on behalf of the Credit Suisse Commercial Mortgage Trust 2007-C1 (the “Sponsor”Issuing Entity), and Party B are is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so So long as there are reporting obligations with respect to this Transaction under Regulation AB, if the Sponsor or Party B has Depositor determines, reasonably determined, and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent or more, then the Depositor may request on a Business Day on or after the date of such information is required under Regulation AB. In the event that determination from Party A does not provide any such Reg the same information set forth in Item 1115(b)(1) of Regulation AB Financial Information by that would have been required if the end of the related Response Period, Party A promptly, but significance percentage had in no event later than fact increased to ten (10) Local Business Days following percent, along with any necessary auditors' consent (such request, a 10% Swap Disclosure Request and such requested information, subject to the end last sentence of such Response Period this paragraph, is the 10% Swap Financial Disclosure). Party B or the Depositor shall eitherprovide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor's determination that led to the 10% Swap Disclosure Request. The parties hereto further agree that the 10% Swap Financial Disclosure provided to meet the 10% Swap Disclosure Request may be, solely at Party A’s 's option, either the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (iii) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 10% Swap Disclosure Request, Party A, at its own expense expense, shall (1i) find a replacement counterparty that provide the Depositor with the 10% Swap Financial Disclosure, (ii) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to (A) has provide the ability to provide its applicable Reg AB 10% Swap Financial Information, Disclosure and (B) satisfies provide an indemnity to the Rating Agency ConditionDepositor, reasonably satisfactory to the Depositor, in relation to the 10% Swap Financial Disclosure or (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2iii) obtain a guaranty of Party A’s 's obligations under this Agreement from an affiliate of Party A that complies with is able to (A) provide the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide 10% Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)Disclosure, such that disclosure provided in respect of such the affiliate will will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 10% Swap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 10% Swap ProviderFinancial Disclosure. If permitted by Regulation AB, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted required 10% Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support Annex, if anySecurities Exchange Act. (iv) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so So long as Party A is able there are reporting obligations with respect to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of this Transaction under Regulation AB, below 20%as amended, if the Depositor determines, reasonably and in good faith, that the event significance percentage of this Agreement has increased to nineteen (19) percent or more, then the Depositor may request on a Business Day on or after the date of such determination from Party A is requested to provide the Swap Financial Disclosure required pursuant to same information set forth in Item 1115(b)(2) of Regulation ABAB that would have been required if the significance percentage had in fact increased to twenty (20) percent, along with any necessary auditors consent (such request, a 20% Swap Disclosure Request and such requested information is the 20% Swap Financial Disclosure). (iii) If . Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) Depositor shall provide Party A with a written explanation of how the significance percentage was calculatedcalculations and any other information reasonably requested by Party A with respect to the Depositor's determination that led to the 20% Swap Disclosure Request. (ivv) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 20% Swap Disclosure Request, Party A, at its own expense, shall (i) provide the Depositor with the 20% Swap Financial Disclosure, (ii) secure another entity to replace Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating party to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit this Agreement on terms substantially similar to state a material fact required this Agreement which entity is able to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify provide the 20% Swap Financial Disclosure and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case provide an indemnity to the extent that any such lossDepositor, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party Depositor, in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available relation to the indemnifying party and 20% Swap Financial Disclosure or (iii) obtain a guaranty of Party A's obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 20% Swap Financial Disclosure, such that disclosure provided in respect of the affiliate will, in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified partyDepositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 20% Swap Financial Disclosure and (B) between provide an indemnity to the indemnified party and Depositor, reasonably satisfactory to the indemnifying party,Depositor, in relation to the 20% Swap Financial Disclosure. If permitted by Regulation AB, any required 20% Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act.

Compliance with Regulation AB. (i) Party A has been advised by Party B that Santander Consumer USA Inc. Capital One Auto Receivables, LLC (the “SponsorSeller”), ) and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information to the extent required under Item 1115 of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B or the Sponsor Seller the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor Seller or Party B (the “Response Period”), so long as the Sponsor Seller or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall eitherPeriod, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain . Party A shall continue to perform its obligations and use reasonable efforts to find a guaranty Reg AB Approved Entity until a suitable substitute is in place. The cost of finding and transferring its rights and obligations to a Reg AB Approved Entity shall be borne by Party A’s obligations under this Agreement from an affiliate A. The failure of Party A that complies to comply with its obligations in the financial information disclosure requirements preceding paragraph will result in an Additional Termination Event under Part 1(k)(i)(A) of Item 1115 this Agreement. In the event of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided an Early Termination Date in respect of such affiliate will satisfy any disclosure requirements applicable the foregoing Additional Termination Event and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking entering into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB)such alternative swap arrangements. (iii) If Party B or the Sponsor Seller request (in writing) the Reg AB Financial Information from Party A, then the Sponsor Seller or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Preliminary Prospectus Supplement Supplement, dated [ ]April 24, as supplemented by the Supplement dated [ ]2006, or in the Prospectus▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, dated [ ]April 25, 2006, each relating to Santander Drive Capital One Auto Receivables Finance Trust [ ] 2006-A under the headings “Summary of Terms – The Parties – Swap Counterparty” and “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (Av) Party A shall indemnify and hold harmless Party B, the SponsorSeller, their respective directors or officers and any person controlling Party B or the SponsorSeller, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor Seller pursuant to this Part 5(r6(y) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v6(y)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v6(y)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of the indemnifying party, which consent shall not be unreasonably withheld.

Compliance with Regulation AB. (i) Party A has been advised by Party B that Santander Consumer USA Inc. CarMax Business Services, LLC. (the “Sponsor”), ) and Party B are required under Regulation AB under of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information to the extent required under Item 1115 of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”)” and Approved Entity; (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Reg AB Financial Disclosure Information and any future Swap Reg AB Financial Disclosure Information and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap ProviderCounterparty, or (3) transfer Eligible Collateral under the Credit Support Annex to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support AnnexPart 5(b) herein, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Reg AB Financial Disclosure Information required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Reg AB Financial Disclosure Information required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Preliminary Prospectus Supplement Supplement, dated [ ]September 5, as supplemented by the Supplement dated [ ]2007, or in the ProspectusProspectus Supplement, dated [ ]September 7, 2007, each relating to Santander Drive CarMax Auto Receivables Owner Trust [ ] 2007-3 under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r6(m) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), ) or the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v6(m)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v6(m)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of the indemnifying party, which consent shall not be unreasonably withheld.

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Inc. Bear ▇▇▇▇▇▇▇ Asset Backed Securities I LLC (the “SponsorDepositor”), and Party B are ) is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredIt shall be a swap disclosure event (“Swap Disclosure Event”) if, upon written requeston any Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act, Depositor requests from Party A shall provide to Party B or the Sponsor the applicable financial information described under in Item 1115(b) 1115 of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of such request to be based on a written request for such Reg AB Financial Information reasonable determination by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determinedDepositor, in good faith, that such information is required under Regulation AB. In ) (the event that Party A does not provide any such Reg AB “Swap Financial Information by Disclosure”). (iii) Upon the end occurrence of the related Response Perioda Swap Disclosure Event, Party A promptlyA, but in no event later than within ten (10) Local Business Days following days and at its own expense, shall (1)(a) either (i) provide to Depositor the end current Swap Financial Disclosure in an ▇▇▇▇▇-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to Depositor to incorporation by reference of such Response Period shall eithercurrent Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the Exchange Act Reports of Depositor, at Party A’s own expense (1b) find a replacement counterparty that (A) has the ability if applicable, cause its outside accounting firm to provide its applicable Reg AB consent to filing or incorporation by reference in the Exchange Act Reports of Depositor of such accounting firm’s report relating to their audits of such current Swap Financial InformationDisclosure, and (Bc) provide to Depositor any updated Swap Financial Disclosure with respect to Party A or any entity that consolidates Party A within five days of the release of any such updated Swap Financial Disclosure; (2) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) satisfies the Rating Agency Condition, Condition with respect to S&P and which entity is able to comply with the requirements of Item 1115 of Regulation AB or (C3) is acceptable subject to Party B the Rating Agency Condition with respect to S&P and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of the Party A’s obligations under this Agreement from an affiliate of the Party A that complies is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral and cause such affiliate to Party B’s Custodian in an amount (taking into account provide Swap Financial Disclosure. If permitted by Regulation AB, any amount posted required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculatedExchange Act. (iv) Party A represents and warrants that the statements appearing agrees that, in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) event that Party A shall provides Swap Financial Disclosure to Depositor in accordance with Part 5(e)(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to Depositor in accordance with Part 5(e)(iii)(c), it will indemnify and hold harmless Party BDepositor, the Sponsor, their its respective directors or officers and any person controlling Party B or the SponsorDepositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB such Swap Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) Disclosure or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor . (v) Depositor shall not be liable in any such case an express third party beneficiary of this Agreement as if a party hereto to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement Depositor’s rights explicitly specified in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Informationthis Part 5(e). (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B that Santander Consumer USA Inc. It shall be a swap disclosure event ("Swap Disclosure Event") if, at any time after the “Sponsor”)date hereof, so long as the Certificates are outstanding and Party B are required there is a reporting obligation under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended amended, the Depositor or the Sponsor notifies Party A that the aggregate "significance percentage" (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information to calculated in accordance with the extent required under provisions of Item 1115 of Regulation AB) of all derivative instruments provided by Party A and any of its affiliates to Party B (collectively, the "Aggregate Significance Percentage") is 10% or more. (ii) If required, upon written requestUpon the occurrence of a Swap Disclosure Event, Party A shall take one of the following actions: (a) provide to Party B or the Sponsor and the applicable financial Depositor: (i) if the Aggregate Significance Percentage is 10% or more, but less than 20%, within five (5) Business Days, the information described required under Item 1115(b1115(b)(1) of Regulation AB or (ii) if the “Reg AB Financial Information”) Aggregate Significance Percentage is 20% or more, within ten five (105) Business Days of receipt of a written request for such Reg AB Financial Information by Days, the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such financial information is required under Item 1115(b)(2) of Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (Beach, "Swap Financial Disclosure"); or (b) assign its rights and delegate its obligations under the Transaction to a counterparty with the Approved Ratings Thresholds (or which satisfies the Rating Agency Condition), that (Cx) is acceptable provides the information specified in clause (a) above to Party B the Depositor and Sponsor and (Dy) enters into an agreement with documentation substantially similar to the documentation then in place between Party B substantially in the form of this Agreement A; or (such replacement counterparty, a “Reg AB Approved Entity”); (2c) obtain a guaranty of Party A’s 's obligations under this Agreement from an affiliate of Party A that complies with is able to provide the financial information disclosure requirements of Item 1115 of Regulation AB, applicable Swap Financial Disclosure and cause such affiliate to provide to the Sponsor and the Depositor such Swap Financial Disclosure within five (5) Business Days; or (iii) For so long as the Aggregate Significance Percentage is 10% or more and a Swap Disclosure Event is continuing, Party A shall provide any future Swap Financial Disclosure and other updates to the information provided pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable ii) above to the Swap ProviderSponsor and the Depositor within five (5) Business Days following availability thereof (but in no event more than 45 days after the end of each of Party A's fiscal quarter for any quarterly update, or (3) transfer Eligible Collateral to and in no even more than 90 days after the end of each of Party B’s Custodian in an amount (taking into account A's fiscal year for any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation ABannual update). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Citigroup Mortgage Loan Trust Inc. (the “SponsorCMLTI”), and Party B are ) is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“ Regulation AB”), to disclose certain financial information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredIt shall be a swap disclosure event (“Swap Disclosure Event”) if, upon written requeston any Business Day after the date hereof, CMLTI requests from Party A shall provide to Party B or the Sponsor the applicable financial information described under in Item 1115(b) 1115 of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of such request to be based on a written request for such Reg AB Financial Information reasonable determination by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determinedCMLTI, in good faith, that such information is required under Regulation AB. In ) (the event that “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, Party A, at its own expense, shall (a) provide to CMLTI the Swap Financial Disclosure, (b) secure another entity (which may be an affiliate of Party A) to replace Party A does not provide any such Reg as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds and which entity is able to comply with the requirements of Item 1115 of Regulation AB Financial Information by the end of the related Response Periodor (c) obtain a guaranty, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability subject to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is in a form reasonably acceptable to Party B S&P, Moody’s, and (D) enters into an DBRS, as applicable, of, or a contingent agreement of, another person with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Rating Thresholds to honor Party A’s obligations 's obligation under this Agreement from Agreement; provided that such person is an affiliate of Party A that complies is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Party A, and provided, further, that Party A will cause such affiliate to provide Swap ProviderFinancial Disclosure to CMLTI. If permitted by Regulation AB, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculatedExchange Act. (iv) Party A represents and warrants that the statements appearing agrees that, in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) event that Party A shall provides Swap Financial Disclosure to CMLTI in accordance with Part 5(m)(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to CMLTI in accordance with Part 5(m)(iii)(c), it or the guarantor, if applicable, will indemnify and hold harmless Party BCMLTI, the Sponsor, their its respective directors or officers and any person controlling Party B or the SponsorCMLTI, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB such Swap Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) Disclosure or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B that Santander Consumer USA Inc. Capital One Auto Receivables, LLC (the “SponsorSeller”), ) and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information to the extent required under Item 1115 of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B or the Sponsor Seller the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor Seller or Party B (the “Response Period”), so long as the Sponsor Seller or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall eitherPeriod, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain . Party A shall continue to perform its obligations and use reasonable efforts to find a guaranty Reg AB Approved Entity until a suitable substitute is in place. The cost of finding and transferring its rights and obligations to a Reg AB Approved Entity shall be borne by Party A’s obligations under this Agreement from an affiliate A. The failure of Party A that complies to comply with its obligation to find a replacement counterparty as described in the financial information disclosure requirements preceding paragraph will result in an Additional Termination Event under Part 1(k)(i)(A) of Item 1115 this Agreement. In the event of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided an Early Termination Date in respect of such affiliate will satisfy any disclosure requirements applicable the foregoing Additional Termination Event and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking entering into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB)such alternative swap arrangements. (iii) If Party B or the Sponsor Seller request (in writing) the Reg AB Financial Information from Party A, then the Sponsor Seller or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Preliminary Prospectus Supplement Supplement, dated [ ]April 30, as supplemented by the Supplement dated [ ]2007, or in the ProspectusProspectus Supplement, dated [ ]April 30, 2007, each relating to Santander Drive Capital One Auto Receivables Finance Trust [ ] 2007-B under the headings “Summary of Terms – The Parties – Swap Counterparty” and “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the SponsorSeller, their respective directors or officers and any person controlling Party B or the SponsorSeller, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor Seller pursuant to this Part 5(r6(y) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. (B) The Sponsor Capital One Auto Finance Inc. (“COAF”) shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor COAF shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v6(y)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v6(y)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of the indemnifying party, which consent shall not be unreasonably withheld.

Compliance with Regulation AB. (i) Party A has been advised by Party B that Santander Consumer USA Inc. (the “Sponsor”), and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information to the extent required under Item 1115 of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”)” and Approved Entity; (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support AnnexPart 5(b) herein, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Preliminary Prospectus Supplement Supplement, dated [ ]March 19, as supplemented by the Supplement dated [ ]2007, or in the ProspectusProspectus Supplement, dated [ ]March 19, 2007, each relating to Santander Drive Auto Receivables Trust [ ] 2007-1 under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (v) (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r6(y) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B acknowledges that Santander Consumer USA Inc. for so long as there are reporting obligations with respect to this Transaction under Regulation AB, the Depositor, acting on behalf of the CSAB Mortgage-Backed Trust ▇▇▇▇-▇ (the “Sponsor”▇▇▇ "▇▇▇▇▇▇▇ ▇▇▇▇▇▇"), and Party B are is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“"Regulation AB”"), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredthe Depositor determines, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent or more, then the Depositor may request on a Business Day on or after the date of such information is required under Regulation AB. In the event that determination from Party A does not provide any such Reg the same information set forth in Item 1115(b)(1) of Regulation AB Financial Information by that would have been required if the end of the related Response Period, Party A promptly, but significance percentage had in no event later than fact increased to ten (10) Local Business Days following percent, along with any necessary auditors’ consent (such request, a "10% Cap Disclosure Request" and such requested information, subject to the end last sentence of such Response Period this paragraph, is the "10% Cap Financial Disclosure"). Party B or the Depositor shall eitherprovide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the 10% Cap Disclosure Request. The parties hereto further agree that the 10% Cap Financial Disclosure provided to meet the 10% Cap Disclosure Request may be, solely at Party A’s option, either the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (iii) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 10% Cap Disclosure Request, Party A, at its own expense expense, shall (1i) find a replacement counterparty that provide the Depositor with the 10% Cap Financial Disclosure, (ii) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to (A) has provide the ability to provide its applicable Reg AB 10% Cap Financial Information, Disclosure and (B) satisfies provide an indemnity to the Rating Agency ConditionDepositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure or (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with is able to (A) provide the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap 10% Cap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)Disclosure, such that disclosure provided in respect of such the affiliate will will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 10% Cap Financial Disclosure and (B) provide an indemnity to the Swap ProviderDepositor, or (3) transfer Eligible Collateral reasonably satisfactory to Party B’s Custodian the Depositor, in an amount (taking into account relation to the 10% Cap Financial Disclosure. If permitted by Regulation AB, any amount posted required 10% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support AnnexSecurities Exchange Act. (iv) If the Depositor determines, if any) which is sufficient, as reasonably determined and in good faith by faith, that the Sponsor, to reduce the aggregate significance percentage below 10% of this Agreement has increased to nineteen (or19) percent or more, so long as then the Depositor may request on a Business Day on or after the date of such determination from Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, same information set forth in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation ABAB that would have been required if the significance percentage had in fact increased to twenty (20) percent, along with any necessary auditors consent (such request, a "20% Cap Disclosure Request" and such requested information is the "20% Cap Financial Disclosure"). (iii) If . Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) Depositor shall provide Party A with a written explanation of how the significance percentage was calculatedcalculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the 20% Cap Disclosure Request. (ivv) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 20% Cap Disclosure Request, Party A, at its own expense, shall (i) provide the Depositor with the 20% Cap Financial Disclosure, (ii) secure another entity to replace Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating party to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit this Agreement on terms substantially similar to state a material fact required this Agreement which entity is able to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify provide the 20% Cap Financial Disclosure and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case provide an indemnity to the extent that any such lossDepositor, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party Depositor, in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available relation to the indemnifying party and 20% Cap Financial Disclosure or (iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 20% Cap Financial Disclosure, such that disclosure provided in respect of the affiliate will, in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified partyDepositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 20% Cap Financial Disclosure and (B) between provide an indemnity to the indemnified party and Depositor, reasonably satisfactory to the indemnifying party,Depositor, in relation to the 20% Cap Financial Disclosure. If permitted by Regulation AB, any required 20% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act.

Compliance with Regulation AB. (i) Party A has been advised by Party B acknowledges that Santander Consumer USA Inc. (the “Sponsor”), and Party B for so long as there are required reporting obligations with respect to this Transaction under Regulation AB ("Regulation AB") under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“the "1934 Act"), the Depositor is required under Regulation AB”), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredthe Depositor determines, upon written reasonably and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent, then the Depositor may request from Party A (such request, Party A shall provide to Party B or a "Cap Disclosure Request") on a Business Day after the Sponsor date of such determination the applicable financial same information described under set forth in Item 1115(b) of Regulation AB (such requested information, subject to the “Reg AB last sentence of this paragraph, the "Cap Financial Information”Disclosure") within that would have been required if the significance percentage had in fact increased to ten (10) Business Days percent. Party B, the Depositor or any of receipt its agents shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor's determination that led to the Cap Disclosure Request. The parties hereto further agree that the Cap Financial Disclosure provided to meet the Cap Disclosure Request may be, solely at Party A's option, either the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of a written request for such Reg AB Financial Information by the Sponsor or Party B Regulation AB. (the “Response Period”), so iii) So long as there are reporting obligations with respect to this Transaction under the Sponsor or Party B has 1934 Act, if the Depositor determines, reasonably determined, and in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form significance percentage of this Agreement has increased to 19 percent, then the Depositor may make a Cap Disclosure Request to Party A on such date of determination for Cap Financial Disclosure that would have been required if the significance percentage had in fact increased to 20 percent (such replacement counterpartyand, accordingly, consists of the information set forth in Item 1115(b)(2) of Regulation AB). Party B or the Depositor shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor's determination that led to the Cap Disclosure Request. (iv) Upon the occurrence of a “Reg AB Approved Entity”); Cap Disclosure Request, Party A, at its own expense, shall (2a) provide the Depositor with the Cap Financial Disclosure, (b) subject to Rating Agency Confirmation, secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to provide the Cap Financial Disclosure or (c) subject to Rating Agency Confirmation, obtain a guaranty of Party A’s 's obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate is able to provide Swap the Cap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)Disclosure, such that disclosure provided in respect of such the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Cap Financial Disclosure. For purposes of clause (b) above, the Swap Provider, or parties agree that National Westminster Bank Plc (3"NatWest") transfer Eligible Collateral to shall be an acceptable replacement for Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (orA, so long as Party A is able to provide NatWest satisfies the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of conditions specified in such clause (b). If permitted by Regulation AB, below 20%, in the event Party A is requested to provide the Swap any required Cap Financial Disclosure required may be provided by incorporation by reference from reports filed pursuant to Item 1115(b)(2) of Regulation AB)the 1934 Act. (iiiv) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor All information provided pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together shall be in a form suitable for conversion to the format required for filing by the Depositor with the accompanying base ProspectusCommission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), . The parties hereto acknowledge that electronic files in Adobe Acrobat format will be deemed to satisfy the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light requirements of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Informationthis Part 5(l)(v). (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B that Santander Consumer USA Inc. CarMax Business Services, LLC. (the “Sponsor”), ) and Party B are required under Regulation AB under of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information to the extent required under Item 1115 of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”)” and Approved Entity; (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Reg AB Financial Disclosure Information and any future Swap Reg AB Financial Disclosure Information and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap ProviderCounterparty, or (3) transfer Eligible Collateral under the Credit Support Annex to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support AnnexPart 5(b) herein, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Reg AB Financial Disclosure Information required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Reg AB Financial Disclosure Information required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements with respect to Wachovia Bank, National Association appearing in the Preliminary Prospectus Supplement Supplement, dated [ ]June 26, as supplemented by the Supplement dated [ ]2008, or in the ProspectusProspectus Supplement, dated [ ]June 27, 2008, each relating to Santander Drive CarMax Auto Receivables Owner Trust [ ] 2008-2 and under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r6(m) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), ) or the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v6(m)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v6(m)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of the indemnifying party, which consent shall not be unreasonably withheld.

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Inc. ACE Securities Corp. (the “SponsorDepositor”), and Party B are ) on behalf of the Issuing Entity is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. In addition, for so long as the Depositor is required to file a Form 10-K in respect of the related transaction (which the parties hereto may assume shall be for the period covering the calendar year following the Closing Date, unless otherwise notified in writing by the Depositor), Party A, at its own expense, shall no later than the 25th calendar day of each month, notify the Depositor in writing of any known material affiliations or relationships that develop following the Closing Date between Party A and any of the (x) the Sponsor, the Depositor or the Issuing Entity, if this Agreement is transferred by Party A to another entity and (y) any originator, servicer, trustee or bond administrator or other transaction party, each as identified by the Depositor to Party A in writing, and provide to the Depositor a description of such affiliations or relations. (ii) If requiredIt shall be a swap disclosure event (“Swap Disclosure Event”) if, upon written requeston any Local Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act, the Depositor requests from Party A shall provide to Party B or the Sponsor the applicable certain financial information described under in Item 1115(b1115 of Regulation AB, including, but not limited to Party A’s financial data as described in Item 1115(b)(1) of Regulation AB and financial statements as described in Item 1115(b)(2) of Regulation AB (the “Reg AB Swap Financial InformationDisclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, Party A, within ten (10) Business Days of receipt of a written request calendar days and at its own expense, shall (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an ▇▇▇▇▇-compatible format (for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”)example, so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under may be provided in Microsoft Word® format, Microsoft Excel® format or any other format suitable for conversion to the ▇▇▇▇▇ format, but not in .pdf format) or (ii) if permitted by Regulation AB. In , provide written consent to the event Depositor to incorporate by reference such current Swap Financial Disclosure that Party A does not provide any such Reg AB Financial Information by are filed with the end Securities and Exchange Commission in the Exchange Act Reports of the related Response PeriodIssuing Entity, Party A promptlyand (b) if the Swap Financial Disclosure has been audited, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability cause its outside accounting firm to provide its applicable Reg AB consent to filing or incorporation by reference in the Exchange Act Reports of the Issuing Entity of such accounting firm’s report relating to their audits of such current Swap Financial InformationDisclosure; (2) secure another entity to replace Party A by way of a Permitted Transfer, (B) satisfies the Rating Agency Conditioneither as party to this Agreement or by entering into a replacement derivative agreement, (C) is acceptable to Party B and (D) enters into an agreement with Party B on terms substantially in the form of this Agreement Agreement, subject to prior notification to the Swap Rating Agencies, which entity (such replacement counterparty, or a “Reg AB Approved Entity”)guarantor therefor) satisfies the Rating Agency Condition with respect to S&P and which entity is able to comply with the requirements of Item 1115 of Regulation AB; (23) only if sufficient to satisfy the requirements of Item 1115 of Regulation AB that are applicable to the Derivative Provider, as evidenced by an opinion of counsel at the expense of Party A and that is reasonably acceptable to the Depositor or as determined by the Depositor in its sole discretion if this Agreement is transferred by Party A to another entity, subject to the Rating Agency Condition with respect to S&P, obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, AB and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)this Agreement, such that disclosure provided in respect of such the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure; or (34) transfer Eligible Collateral only if sufficient to satisfy the requirements of Item 1115 of Regulation AB that are applicable to the Derivative Provider, as evidenced by an opinion of counsel at the expense of Party B’s Custodian A and that is reasonably acceptable to the Depositor or as determined by the Depositor in its sole discretion if this Agreement is transferred by Party A to another entity, post collateral in an amount sufficient to reduce the “significance percentage” for purposes of Item 1115 of Regulation AB with respect to any Derivative Agreement relating to such Securitization, calculated separately or in the aggregate with other Derivative Agreements for such Securitization (taking into account a) to 10% if the Depositor has notified the Derivative Provider that the “significance percentage” is 10% or more (but less than 20%) or (b) to 20% if the Depositor has notified the Derivative Provider that the “significance percentage” is 20% or more. If permitted by Regulation AB, any amount posted required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculatedExchange Act. (iv) If Party A represents provides Swap Financial Disclosure to the Depositor pursuant to Part 5(e)(iii)(1) or causes its affiliate to provide Swap Financial Disclosure to the Depositor pursuant to Part 5(e)(iii)(3), then for so long as (x) the Depositor is required to file Exchange Act reports in respect of the Issuing Entity and warrants (y) on the Distribution Date immediately preceding the date of any release of updated Swap Financial Disclosure by Party A, the Depositor has provided notice to Party A that the statements appearing in the Prospectus Supplement dated [ ]“significance percentage” determined under Item 1115 of Regulation AB is equal to or greater than 10% with respect to such Distribution Date, as supplemented by the Supplement dated [ ]Party A, at its own expense, shall provide or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required cause to be stated therein provided to the Depositor any updated Swap Financial Disclosure with respect to Party A or necessary to make any entity that consolidates Party A within five (5) Local Business Days of the statements therein not misleadingrelease of any such updated Swap Financial Disclosure. (Av) Party A shall agrees that, in the event that Party A provides Swap Financial Disclosure to the Depositor in accordance with Part 5(e)(iii)(1), or Party A causes its affiliate to provide Swap Financial Disclosure to the Depositor in accordance with Part 5(e)(iii)(3), or Party A provides or causes to be provided updated Swap Financial Disclosure in accordance with Part 5(e)(iv), Party A will indemnify and hold harmless Party Bthe Depositor, the Sponsor, their its respective directors or officers and any person controlling Party B or the SponsorDepositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB such Swap Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) Disclosure or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after The Depositor shall be an express third party beneficiary of this Agreement as if it were a party hereto to the indemnified party under Part 5(r)(v) receives notice extent of the commencement of any such action, the indemnified party will, if a claim Depositor’s rights explicitly specified in respect thereof is to be made pursuant to this Part 5(r)(v5(e), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,.

Compliance with Regulation AB. (i) Party A has been advised by Party B that Santander Consumer USA Inc. (the “Sponsor”), and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information to the extent required under Item 1115 of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (v) (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Inc. Ace Securities Corp. (the “SponsorACE”), and Party B are ) is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain financial information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significant percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Counterparty, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredIt shall be a swap disclosure event (“Swap Disclosure Event”) if, upon written requeston any Business Day after the date hereof, ACE requests from Party A shall provide to Party B or the Sponsor the applicable financial information described under in Item 1115(b) 1115 of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of such request to be based on a written request for such Reg AB Financial Information reasonable determination by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determinedACE, in good faith, that such information is required under Regulation AB. In ) (the event that Party A does not provide any such Reg AB “Swap Financial Information by Disclosure”). (iii) Upon the end occurrence of the related Response Perioda Swap Disclosure Event, Party A promptlyA, at its own expense, shall (1)(a) either (i) provide to ACE the current Swap Financial Disclosure in an E▇▇▇▇-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in no event later than ten .pdf format) or (10ii) Local Business Days following the end provide written consent to ACE to incorporation by reference of such Response Period shall eithercurrent Swap Financial Disclosure as is filed with the Securities and Exchange Commission in the Exchange Act Reports of ACE, at Party A’s own expense (1b) find a replacement counterparty that (A) has the ability if applicable, cause its outside accounting firm to provide its applicable Reg AB consent to filing or incorporation by reference in the Exchange Act Reports of ACE of such accounting firm’s report relating to their audits of such current Swap Financial InformationDisclosure, and (Bc) provide to ACE any updated Swap Financial Disclosure with respect to Party A or any entity that consolidates Party A within five days of the release of any such updated Swap Financial Disclosure; (2) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity (or a guarantor therefore) meets or exceeds the Approved Rating Thresholds and which satisfies the Rating Agency ConditionCondition and which entity complies with the requirements of Item 1115 of Regulation AB, including providing the information contemplated by Part 5(e)(iii)(1) above, or (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (23) obtain a guaranty of the Party A’s obligations under this Agreement from an affiliate of the Party A A, subject to the Rating Agency Condition, that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, including providing the information contemplated by Part 5(e)(iii)(1) above, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Swap Financial Disclosure and Disclosure. If permitted by Regulation AB, any future required Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure may be provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculatedExchange Act. (iv) Party A represents and warrants that the statements appearing primary obligor under any Credit Support Document agree that, in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) event that Party A shall provides Swap Financial Disclosure to ACE in accordance with Part 5(e)(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to ACE in accordance with Part 5(e)(iii)(c), Party A and such primary obligor will indemnify and hold harmless Party BACE, the Sponsor, their its respective directors or officers and any person controlling Party B or the SponsorACE, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB such Swap Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) Disclosure or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus such Swap Financial Disclosure a material fact fact, when considered in conjunction with any other information regarding Party A or the derivative instrument being written by Party A in the final prospectus for ACE-2006-NC3, required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor . (v) Third Party Beneficiary. ACE shall not be liable in any such case an express third party beneficiary of this Agreement as if a party hereto to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A InformationACE’s rights explicitly specified herein. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B that Santander Consumer USA Inc. Capital One Auto Receivables, LLC (the “SponsorSeller”), ) and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information to the extent required under Item 1115 of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B or the Sponsor Seller the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor Seller or Party B (the “Response Period”), so long as the Sponsor Seller or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall eitherPeriod, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain . Party A shall continue to perform its obligations and use reasonable efforts to find a guaranty Reg AB Approved Entity until a suitable substitute is in place. The cost of finding and transferring its rights and obligations to a Reg AB Approved Entity shall be borne by Party A’s obligations under this Agreement from an affiliate A. The failure of Party A that complies to comply with its obligation to find a replacement counterparty as described in the financial information disclosure requirements preceding paragraph will result in an Additional Termination Event under Part 1(k)(i)(A) of Item 1115 this Agreement. In the event of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided an Early Termination Date in respect of such affiliate will satisfy any disclosure requirements applicable the foregoing Additional Termination Event and the entering into by Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees and stamp taxes, relating to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking entering into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB)such alternative swap arrangements. (iii) If Party B or the Sponsor Seller request (in writing) the Reg AB Financial Information from Party A, then the Sponsor Seller or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Preliminary Prospectus Supplement Supplement, dated [ ]July 25, as supplemented by the Supplement dated [ ]2006, or in the ProspectusProspectus Supplement, dated [ ]July 27, 2006, each relating to Santander Drive Capital One Auto Receivables Finance Trust [ ] 2006-B under the headings “Summary of Terms – The Parties – Swap Counterparty” and “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (Av) Party A shall indemnify and hold harmless Party B, the SponsorSeller, their respective directors or officers and any person controlling Party B or the SponsorSeller, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor Seller pursuant to this Part 5(r6(y) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v6(y)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v6(y)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of the indemnifying party, which consent shall not be unreasonably withheld.

Compliance with Regulation AB. (i) Party A has been advised by Party B acknowledges that Santander Consumer USA Inc. (the “Sponsor”), and Party B for so long as there are required reporting obligations with respect to this Transaction under Regulation AB ("Regulation AB") under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“the "1934 Act"), the Depositor is required under Regulation AB”), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB, such determination of the significance percentage shall be in the Depositor's sole discretion, exercised reasonably and in good faith. (ii) If requiredSubject to the provisions of clause (iii) below, upon written and so long as there are reporting obligations with respect to this Transaction under Regulation AB, if the Depositor determines, reasonably and in good faith, that the aggregate significance percentage of this Agreement has increased to nine (9) percent, then the Depositor may request from Party A (such request, a "Hedge Disclosure Request") on the date of such determination from Party A shall provide to Party B or the Sponsor the applicable financial same information described under set forth in Item 1115(b) of Regulation AB (such requested information, subject to the “Reg AB last sentence of this paragraph, the "Hedge Financial Information”Disclosure") within that would have been required if the significance percentage had in fact increased to ten (10) Business Days percent. Party B, the Depositor or any of receipt its agents shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor's determination that led to the Hedge Disclosure Request. The parties hereto further agree that the Hedge Financial Disclosure provided to meet the Hedge Disclosure Request may be, solely at Party A's option, either the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of a written request for such Reg AB Financial Information by the Sponsor or Party B Regulation AB. (the “Response Period”), so iii) So long as there are reporting obligations with respect to this Transaction under Regulation AB, if the Sponsor or Party B has Depositor determines, reasonably determined, and in good faith, that the aggregate significance percentage of this Agreement has increased to eighteen (18) percent, then the Depositor may make a Hedge Disclosure Request to Party A on the date of such determination from Party A for Hedge Financial Disclosure that would have been required if the significance percentage had in fact increased to twenty (20) percent (and, accordingly, consists of the information set forth in Item 1115(b)(2) of Regulation AB). Party B, the Depositor or any of its agents shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor's determination that led to the Hedge Disclosure Request, provided that such determination of the significance percentage shall be in the Depositor's sole discretion, exercised reasonably and in good faith. (iv) Upon the occurrence of a Hedge Disclosure Event, Party A, at its own expense, shall (1)(a) either (i) provide to the Depositor the current Hedge Financial Disclosure in an ▇▇▇▇▇ compatible format (for example, such information is required under Regulation AB. In may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the event Depositor to incorporation by reference of such current Hedge Financial Disclosure that Party A does not provide any such Reg AB Financial Information by are filed with the end Securities and Exchange Commission in the reports of the related Response PeriodTrust filed pursuant to the 1934 Act, Party A promptly(b) if applicable, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability cause its outside accounting firm to provide its applicable Reg AB consent to filing or incorporation by reference of such accounting firm's report relating to their audits of such current Hedge Financial InformationDisclosure in the 1934 Act Reports of the Depositor, and (Bc) provide to the Depositor any updated Hedge Financial Disclosure with respect to Party A or any entity that consolidates Party A within five Business Days of the release of any such updated Hedge Financial Disclosure; (2) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Rating Agencies, such entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds and satisfies the Rating Agency ConditionCondition and such entity is able to comply with the requirements of Item 1115 of Regulation AB, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (23) obtain a guaranty of Party A’s 's obligations under this Agreement Agreement, subject to Rating Agency Condition, from an affiliate of Party A that complies is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such the affiliate will satisfy any disclosure requirements applicable to the Swap ProviderParty A, and cause such affiliate to provide Hedge Financial Disclosure, or (34) transfer Eligible Collateral post collateral that will be sufficient to Party B’s Custodian in an amount (taking into account reduce the "significance percentage" as defined under Item 1115 of Regulation AB such that no information that would otherwise have constituted Hedge Financial Disclosure will be required to be filed with, or incorporated by reference into, the 1934 Act reports of the Depositor pursuant to Item 1115 of Regulation AB. If permitted by Regulation AB, any amount posted required Hedge Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB)1934 Act. (iiiv) If Party B or The parties agree that the Sponsor request (Depositor and ▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc. in writing) the Reg AB Financial Information from its capacity as sponsor, are third-party beneficiaries to Party A, then the Sponsor or Party B will promptly 's undertakings under this paragraph (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculatedr). (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B that Santander Consumer USA Inc. (the “Sponsor”), and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information to the extent required under Item 1115 of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support AnnexPart 5(b) herein, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ]October 11, 2007, as supplemented by the Supplement dated [ ]October 18, 2007, or in the Prospectus, dated [ ]October 9, 2007, each relating to Santander Drive Auto Receivables Trust [ ] 2007-3 under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r6(n) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v6(n)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v6(n)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of the indemnifying party, which consent shall not be unreasonably withheld.

Compliance with Regulation AB. (i) Party A has been advised by Party B acknowledges that Santander Consumer USA Inc. (the “Sponsor”), and Party B for so long as there are required reporting obligations with respect to this Transaction under Regulation AB (“Regulation AB”) under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Depositor is required under Regulation AB”), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredSubject to the provisions of clause (iii) below, upon written and so long as there are reporting obligations with respect to this Transaction under Regulation AB, if the Depositor determines, reasonably and in good faith, that the aggregate significance percentage of this Agreement has increased to nine (9) percent, then the Depositor may request from Party A (such request, Party A shall provide to Party B or a “Hedge Disclosure Request”) on a Business Day after the Sponsor date of such determination the applicable financial same information described under set forth in Item 1115(b) of Regulation AB (such requested information, subject to the last sentence of this paragraph, the “Reg AB Hedge Financial InformationDisclosure”) within that would have been required if the significance percentage had in fact increased to ten (10) Business Days percent. The Depositor or any of receipt its agents shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the Hedge Disclosure Request. The parties hereto further agree that the Hedge Financial Disclosure provided to meet the Hedge Disclosure Request may be, solely at Party A’s option, either the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of a written request for such Reg AB Financial Information by the Sponsor or Party B Regulation AB. (the “Response Period”), so iii) So long as there are reporting obligations with respect to this Transaction under Regulation AB, if the Sponsor or Party B has Depositor determines, reasonably determined, and in good faith, that the aggregate significance percentage of this Agreement has increased to nineteen (19) percent, then the Depositor may make a Hedge Disclosure Request to Party A on a Business Day after the date of such determination for Hedge Financial Disclosure that would have been required if the significance percentage had in fact increased to twenty (20) percent (and, accordingly, consists of the information is required under set forth in Item 1115(b)(2) of Regulation AB). In the event that The Depositor or any of its agents shall provide Party A does not provide with the calculations and any such Reg AB Financial Information other information reasonably requested by Party A with respect to the end Depositor’s determination that led to the Hedge Disclosure Request. (iv) Upon the occurrence of the related Response Perioda Hedge Disclosure Request, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall eitherA, at Party A’s its own expense expense, shall (1a) find a replacement counterparty that (A) has provide the ability to provide its applicable Reg AB Depositor with the Hedge Financial InformationDisclosure, (Bb) satisfies the subject to Rating Agency Condition, (C) is acceptable secure another entity to replace Party B and (D) enters into an agreement with Party B substantially in the form of A as party to this Agreement on terms substantially similar to this Agreement which entity is able to provide the Hedge Financial Disclosure or (such replacement counterparty, a “Reg AB Approved Entity”); (2c) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate is able to provide Swap the Hedge Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)Disclosure, such that disclosure provided in respect of such the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Hedge Financial Disclosure. For purposes of clause (b) above, the Swap Provider, or parties agree that National Westminster Bank Plc (3“NatWest”) transfer Eligible Collateral to shall be an acceptable replacement for Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (orA, so long as Party A is able to provide NatWest satisfies the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of conditions specified in such clause (b). If permitted by Regulation AB, below 20%, in the event Party A is requested to provide the Swap any required Hedge Financial Disclosure required may be provided by incorporation by reference from reports filed pursuant to Item 1115(b)(2) of Regulation AB)the 1934 Act. (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (ivv) Party A represents and warrants that agrees that, if it responds to a Hedge Disclosure Request by providing Hedge Financial Disclosure, then, for so long as the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] Depositor has reporting obligations under the headings “The Swap Counterparty” (1934 Act with respect to this Transaction, it will provide any updates to Hedge Financial Disclosure within 5 Business Days following the “Prospectus Information”) are true and correct in all material respects and do not contain availability thereof. If permitted by Regulation AB, any untrue statement of a material fact or omit to state a material fact required to such update may be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, provided by incorporation by reference from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor reports filed pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading1934 Act. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Investors, Inc. (the “Sponsor”), and Party B are "Depositor") may be required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934AB, as amended (“Regulation AB”)defined in the Pooling and Servicing Agreement, to disclose certain financial information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredIt shall be a swap disclosure event ("Swap Disclosure Event") if, upon written requeston any Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act with respect to the Certificates, Party A shall provide to Party B or the Sponsor Depositor requests from Party A the applicable financial information described under in Item 1115(b) of Regulation AB (such request to be based on a reasonable determination by the “Reg AB Financial Information”) within ten (10) Business Days Depositor, based on "significance estimates" made in substantially the same manner as that used in the Sponsor's internal risk management process in respect of receipt of a written request for such Reg AB Financial Information similar instruments and furnished by the Sponsor to the Depositor, or Party B if the Sponsor does not furnish such significance estimates to the Depositor, based on a determination of such significance estimates by the Depositor in a manner that it deems reasonable) (the “Response Period”"Swap Financial Disclosure"). (iii) Upon the occurrence of a Swap Disclosure Event, so long as Party A, at its own expense, shall either (1)(a) either (i) provide to the Sponsor or Party B has reasonably determinedDepositor the current Swap Financial Disclosure in an ▇▇▇▇▇-compatible format (for example, in good faith, that such information is required under Regulation AB. In may be provided in Microsoft Word(R) or Microsoft Excel(R) format but not in .pdf format) or (ii) provide written consent to the event Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the Exchange Act Reports of the Depositor, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of the Depositor of such accounting firm's report relating to their audits of such current Swap Financial Disclosure, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to Party A does not provide or any entity that consolidates Party A within five days of the release of any such Reg AB updated Swap Financial Information by the end of the related Response Period, Disclosure; (2) secure another entity to replace Party A promptlyas party to this Agreement on terms substantially similar to this Agreement, but in no event later than ten which entity (10or a guarantor therefor) Local Business Days following meets or exceeds the end Approved Rating Thresholds and which entity complies with the requirements of such Response Period shall either, at Party A’s own expense Item 1115 of Regulation AB and clause (1) find a replacement counterparty that above, or (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (23) obtain a guaranty of Party A’s 's obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing agrees that, in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) event that Party A shall provides Swap Financial Disclosure to the Depositor in accordance with clause (iii)(1) above or causes its affiliate to provide Swap Financial Disclosure to the Depositor in accordance with clause (iii)(3) above, it will indemnify and hold harmless Party Bthe Depositor, the Sponsor, their its respective directors or officers and any person controlling Party B or the SponsorDepositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB such Swap Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) Disclosure or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor . (v) Depositor shall not be liable in any such case an express third party beneficiary of this Agreement as if a party hereto to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A InformationDepositor's rights explicitly specified herein. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA DLJ Mortgage Capital, Inc. (the “Sponsor”), and Party B are ) is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of the Transactions under this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredIt shall be a swap disclosure event (“Swap Disclosure Event”) if, upon written requeston any Business Day during the term of the Transactions hereunder, the Sponsor requests (in writing) from Party A shall provide to Party B or the Sponsor the applicable financial information described under in Item 1115(b) 1115 of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of such request to be based on a written request for such Reg AB Financial Information reasonable determination by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determinedSponsor, in good faith, that such information is required under Regulation AB. In AB as a result of the event that aggregate "significance percentage" exceeding 10%) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, Party A, at its own expense, shall (a) provide to the Sponsor the Swap Financial Disclosure, (b) secure another entity to replace Party A does not provide any such Reg AB Financial Information by as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the end Rating Agencies, provided, that satisfaction of the related Response PeriodRating Agency Condition in relation to S&P shall be required for any transfer of any Transactions under this clause (iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A promptlyshall provide written notice to S&P with respect thereto), but in no event later than ten which entity (10or a guarantor therefor) Local Business Days following meets or exceeds the end Hedge Counterparty Ratings Requirement and which entity is able to comply with the financial information disclosure requirements of such Response Period shall either, at Party A’s own expense Item 1115 of Regulation AB or (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2c) obtain a guaranty of the Party A’s obligations under this Agreement from an affiliate of the Party A that complies is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable with respect to the Counterparty, and cause such affiliate to provide Swap Financial Disclosure and Disclosure. If permitted by Regulation AB, any future required Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure may be provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB)Exchange Act. (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B acknowledges that Santander Consumer USA Inc. (for so long as there are reporting obligations with respect to this Transaction under the “Sponsor”)1934 Act, and Party B are the Depositor is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 19341934 Act, as amended (“Regulation AB”), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement (as such term is used in Regulation AB) and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredSubject to the provisions of subsection (iii) below, upon written requestand so long as there are reporting obligations with respect to this Transaction under the 1934 Act, if the Depositor determines, reasonably and in good faith, in its sole discretion, that the significance percentage of this Agreement has increased to 9 percent, then the Depositor may request on such date of determination from Party A shall provide to Party B or the Sponsor the applicable financial same information described under set forth in Item 1115(b) of Regulation AB that would have been required if the significance percentage had in fact increased to 10 percent (such request, a “Swap Disclosure Request” and such requested information, subject to the last sentence of this paragraph, is the “Reg AB Swap Financial InformationDisclosure”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or ). Party B or the Depositor shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the Swap Disclosure Request, provided that such determination of the significance percentage shall be in the Depositor’s sole discretion, exercised reasonably and in good faith. The parties hereto further agree that the Swap Financial Disclosure provided to meet a Swap Disclosure Request under this subsection (ii) may be, solely at Party A’s option, either the “Response Period”), so information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (iii) So long as there are reporting obligations with respect to this Transaction under the Sponsor or Party B has 1934 Act, if the Depositor determines, reasonably determined, and in good faith, in its sole discretion, that the significance percentage of this Agreement has increased to 19 percent, then the Depositor may make a Swap Disclosure Request to Party A on such date of determination for Swap Financial Disclosure that would have been required if the significance percentage had in fact increased to 20 percent (and, accordingly, consists of the information set forth in Item 1115(b)(2) of Regulation AB). Party B or the Depositor shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the Swap Disclosure Request, provided that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end determination of the related Response Periodsignificance percentage shall be in the Depositor’s sole discretion, exercised reasonably and in good faith. (iv) Upon the occurrence of a Swap Disclosure Request, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall eitherA, at Party A’s its own expense expense, shall (1i) find a replacement counterparty that (A) has provide the ability to provide its applicable Reg AB Depositor with the Swap Financial InformationDisclosure, (Bii) satisfies subject to the Rating Agency Condition, (C) is acceptable secure another entity to replace Party B and (D) enters into an agreement with Party B substantially in the form of A as party to this Agreement on terms substantially similar to this Agreement which entity is able to provide the Swap Financial Disclosure or (such replacement counterpartyiii) subject to the Rating Agency Condition, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with is able to provide the financial information Swap Financial Disclosure, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements of Item 1115 of Regulation ABapplicable to Party A, and cause such affiliate to provide Swap Financial Disclosure and Disclosure. If permitted by Regulation AB, any future required Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure may be provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted by incorporation by reference from reports filed pursuant to the Credit Support AnnexSecurities Exchange Act. For purposes of clause (ii) above, if anythe parties agree that, subject to the Rating Agency Condition, National Westminster Bank Plc (“NatWest”) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (orshall be an acceptable replacement for Party A, so long as Party A NatWest is able to provide the suitable Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB)Disclosure. (iiiv) If Party B or The parties agree that the Sponsor request (Depositor and Nationstar Mortgage LLC, in writing) the Reg AB Financial Information from its capacity as sponsor, are third-party beneficiaries to Party A, then the Sponsor or Party B will promptly ’s undertakings under this paragraph (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculatedr). (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B acknowledges that Santander Consumer USA Inc. for so long as there are reporting obligations with respect to this Transaction under Regulation AB, the Depositor, acting on behalf of the CSAB Mortgage-Backed Trust 2006-4 (the “SponsorIssuing Entity”), and Party B are is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredthe Depositor determines, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent or more, then the Depositor may request on a Business Day on or after the date of such information is required under Regulation AB. In the event that determination from Party A does not provide any such Reg the same information set forth in Item 1115(b)(1) of Regulation AB Financial Information by that would have been required if the end of the related Response Period, Party A promptly, but significance percentage had in no event later than fact increased to ten (10) Local Business Days following percent, along with any necessary auditors’ consent (such request, a “10% Cap Disclosure Request” and such requested information, subject to the end last sentence of such Response Period this paragraph, is the “10% Cap Financial Disclosure”). Party B or the Depositor shall eitherprovide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the 10% Cap Disclosure Request. The parties hereto further agree that the 10% Cap Financial Disclosure provided to meet the 10% Cap Disclosure Request may be, solely at Party A’s option, either the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (iii) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 10% Cap Disclosure Request, Party A, at its own expense expense, shall (1i) find a replacement counterparty that provide the Depositor with the 10% Cap Financial Disclosure, (ii) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to (A) has provide the ability to provide its applicable Reg AB 10% Cap Financial Information, Disclosure and (B) satisfies provide an indemnity to the Rating Agency ConditionDepositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure or (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with is able to (A) provide the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap 10% Cap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)Disclosure, such that disclosure provided in respect of such the affiliate will will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 10% Cap Financial Disclosure and (B) provide an indemnity to the Swap ProviderDepositor, or (3) transfer Eligible Collateral reasonably satisfactory to Party B’s Custodian the Depositor, in an amount (taking into account relation to the 10% Cap Financial Disclosure. If permitted by Regulation AB, any amount posted required 10% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support AnnexSecurities Exchange Act. (iv) If the Depositor determines, if any) which is sufficient, as reasonably determined and in good faith by faith, that the Sponsor, to reduce the aggregate significance percentage below 10% of this Agreement has increased to nineteen (or19) percent or more, so long as then the Depositor may request on a Business Day on or after the date of such determination from Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, same information set forth in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation ABAB that would have been required if the significance percentage had in fact increased to twenty (20) percent, along with any necessary auditors consent (such request, a “20% Cap Disclosure Request” and such requested information is the “20% Cap Financial Disclosure”). (iii) If . Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) Depositor shall provide Party A with a written explanation of how the significance percentage was calculatedcalculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the 20% Cap Disclosure Request. (ivv) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 20% Cap Disclosure Request, Party A, at its own expense, shall (i) provide the Depositor with the 20% Cap Financial Disclosure, (ii) secure another entity to replace Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating party to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit this Agreement on terms substantially similar to state a material fact required this Agreement which entity is able to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify provide the 20% Cap Financial Disclosure and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case provide an indemnity to the extent that any such lossDepositor, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party Depositor, in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available relation to the indemnifying party and 20% Cap Financial Disclosure or (iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 20% Cap Financial Disclosure, such that disclosure provided in respect of the affiliate will, in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified partyDepositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 20% Cap Financial Disclosure and (B) between provide an indemnity to the indemnified party and Depositor, reasonably satisfactory to the indemnifying party,Depositor, in relation to the 20% Cap Financial Disclosure. If permitted by Regulation AB, any required 20% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act.

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Inc. Credit Suisse First Boston Mortgage Securities Corp. (the “Sponsor”), and Party B are CSFBMSC) is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“the Exchange Act) (Regulation AB”), to disclose certain financial information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredIt shall be a swap disclosure event (Swap Disclosure Event) if, upon written requeston any Business Day during the term of the Transaction, CSFBMSC requests from Party A shall provide to Party B or the Sponsor the applicable financial information described under in Item 1115(b) 1115 of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of such request to be based on a written request for such Reg AB Financial Information reasonable determination by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determinedCSFBMSC, in good faith, that such information is required under Regulation AB. In AB as a result of the event that aggregate "significance percentage" exceeding 10%) (the Swap Financial Disclosure). (iii) Upon the occurrence of a Swap Disclosure Event, Party A, at its own expense, shall (a) provide to CSFBMSC the Swap Financial Disclosure, (b) secure another entity to replace Party A does not provide any such Reg AB Financial Information by as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the end Rating Agencies, provided, that satisfaction of the related Response PeriodS&P Ratings Condition shall be required for any transfer of any Transactions under this clause (iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A promptlyshall provide written notice to S&P with respect thereto), but in no event later than ten which entity (10or a guarantor therefor) Local Business Days following meets or exceeds the end Hedge Counterparty Ratings Requirement and which entity is able to comply with the financial information disclosure requirements of such Response Period shall either, at Party A’s own expense Item 1115 of Regulation AB or (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2c) obtain a guaranty of the Party A’s obligations under this Agreement from an affiliate of the Party A that complies is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable with respect to the Counterparty, and cause such affiliate to provide Swap Financial Disclosure and Disclosure. If permitted by Regulation AB, any future required Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure may be provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB)Exchange Act. (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B that Santander Consumer USA Inc. (the “Sponsor”), and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information to the extent required under Item 1115 of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support AnnexPart 5(b) herein, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ]August 22, as supplemented by the Supplement dated [ ]2007, or in the Prospectus, dated [ ]August 6, 2007, each relating to Santander Drive Auto Receivables Trust [ ] 2007-2 under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (v) (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r6(n) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (ia) Party A has been advised by Party B that Santander Consumer USA Inc. (the “Sponsor”), and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended It shall be a swap disclosure event (“Regulation ABSwap Disclosure Event”)) if, to disclose certain information regarding Party A. Such information may include financial information to at any time after the extent required under Item 1115 date hereof, the Trustee (acting on behalf of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B the Depositor or the Sponsor Sponsor) notifies BNY that the applicable financial information described under Item 1115(b) of Regulation AB aggregate “significance percentage” (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, calculated in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies accordance with the financial information disclosure requirements provisions of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure ) of all derivative instruments provided by BNY and any future of its affiliates to Counterparty (collectively, the “Aggregate Significance Percentage”) is 10% or more. (b) Upon the occurrence of a Swap Financial Disclosure Event, BNY, at its own cost and other information pursuant to clause expense (1), such that disclosure provided in respect of such affiliate will satisfy and without any disclosure requirements applicable expense or liability to the Swap ProviderDepositor, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, the Underwriters, the Depositor, the Supplemental Interest Trust or the Issuing Entity), shall take one of the following actions: (i) provide to reduce the aggregate significance percentage below Sponsor and the Depositor: (x) if the Aggregate Significance Percentage is 10% (oror more, so long as Party A is able to provide but less than 20%, the Swap Financial Disclosure information required pursuant to under Item 1115(b)(1) of Regulation ABAB or (y) if the Aggregate Significance Percentage is 20% or more, below 20%within five (5) Business Days, in the event Party A is requested to provide the Swap Financial Disclosure information required pursuant to under Item 1115(b)(2) of Regulation AB; or (ii) assign its rights and delegate its obligations under the Transaction to a counterparty with Qualifying Ratings (and which satisfies the Rating Agency Condition), that (x) provides the information specified in clause (i) above to the Depositor and Sponsor and (y) enters into documentation substantially similar to the documentation then in place between BNY and the Counterparty. (c) For so long as the Aggregate Significance Percentage is 10% or more, BNY shall provide any updates to the information provided pursuant to clause (b) above to the Sponsor and the Depositor within five (5) Business Days following availability thereof (but in no event more than 45 days after the end of each of BNY’s fiscal quarter for any quarterly update, and in no even more than 90 days after the end of each of BNY’s fiscal year for any annual update). (iiid) If Party B or All information provided pursuant to clauses (b) and (c) shall be in a form suitable for conversion to the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request format required for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented filing by the Supplement dated [ ]Depositor with the Commission via the Electronic Data Gathering and Retrieval System (E▇▇▇▇). In addition, or in the Prospectusany such information, dated [ ]if audited, each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to shall be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused accompanied by any untrue statement necessary auditor’s consents or, if such information is unaudited, shall be accompanied by an appropriate agreed-upon procedures letter from BNY’s accountants. If permitted by Regulation AB, any such information may be provided by reference to or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor incorporation by reference from reports filed pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleadingExchange Act. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B acknowledges that Santander Consumer USA Inc. (the “Sponsor”), and Party B for so long as there are required reporting obligations with respect to this Transaction under Regulation AB ("Regulation AB") under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“the "1934 Act"), the Depositor is required under Regulation AB”), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B with respect to the extent required under Group I Mortgage Loans, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) If requiredSubject to the provisions of clause (iii) below, upon written and so long as there are reporting obligations with respect to this Transaction under Regulation AB, if the Depositor determines, reasonably and in good faith, that the aggregate significance percentage of this Agreement and the swap confirmation (reference number D16175038) has increased to nine (9) percent, then the Depositor or Party B may request from Party A (such request, Party A shall provide to Party B or a "Cap Disclosure Request") on a Business Day after the Sponsor date of such determination the applicable financial same information described under set forth in Item 1115(b) of Regulation AB (such requested information, subject to the “Reg AB last sentence of this paragraph, the "Cap Financial Information”Disclosure") within that would have been required if the significance percentage had in fact increased to ten (10) Business Days percent. The Depositor or any of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that its agents shall provide Party A does not provide with the calculations and any such Reg AB Financial Information other information reasonably requested by the end of the related Response Period, Party A promptlywith respect to the Depositor's determination that led to the Cap Disclosure Request. The parties hereto further agree that the Cap Financial Disclosure provided to meet the Cap Disclosure Request may be, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, solely at Party A’s own expense (1) find a replacement counterparty that (A) has 's option, either the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially information set forth in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to or Item 1115(b)(2) of Regulation AB). (iii) If Party B or So long as there are reporting obligations with respect to this Transaction under Regulation AB, if the Sponsor request (in writing) the Reg AB Financial Information from Party ADepositor determines, then the Sponsor or Party B will promptly (reasonably and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, howevergood faith, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,aggregate significance

Compliance with Regulation AB. (i) Party A has been advised by In connection with the Pooling and Servicing Agreement, Party B represents that Santander Consumer USA Inc. (the “Sponsor”), and Party B are required under this Confirmation is a derivative instrument as described in Item 1115 of Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (“"Regulation AB”"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A. Such information may include A depending on the applicable "significance percentage" of this Confirmation, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no financial information to the extent required under regarding Party A need be disclosed in accordance with Item 1115 of Regulation AB. (iic) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b1115(b)(1) or (b)(2), as applicable, of Regulation AB (the “"Reg AB Financial Information”") within ten fifteen (1015) Local Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “"Response Period”"), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that if Party A, in good faith, determines that it is unable to provide the Sponsor shall not be liable in any such case Reg AB Information within the Response Period, then, subject to the extent that any such lossRating Agency Condition, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. shall use reasonable efforts to cause a Reg AB Approved Entity (vias defined below) Promptly after to replace Party A as party to this Confirmation on terms substantially similar to this Confirmation prior to the indemnified party under Part 5(r)(v) receives notice expiration of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,Response Period.

Compliance with Regulation AB. (i) Party A has been advised by Party B acknowledges that Santander Consumer USA Inc. for so long as there are reporting obligations with respect to this Transaction under Regulation AB, the Depositor, acting on behalf of the Wells Fargo Mortgage Backed Securities 2006-10 Trust (the “Sponsor”"Iss▇▇▇▇ Entity"), and Party B are is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (“"Regulation AB”"), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredthe Depositor determines, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b) of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent or more, then the Depositor may request on a Business Day on or after the date of such information is required under Regulation AB. In the event that determination from Party A does not provide any such Reg the same information set forth in Item 1115(b)(1) of Regulation AB Financial Information by that would have been required if the end of the related Response Period, Party A promptly, but significance percentage had in no event later than fact increased to ten (10) Local Business Days following percent, along with any necessary auditors' consent (such request, a "10% Cap Disclosure Request" and such requested information, subject to the end last sentence of such Response Period this paragraph, is the "10% Cap Financial Disclosure"). Party B or the Depositor shall eitherprovide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor's determination that led to the 10% Cap Disclosure Request. The parties hereto further agree that the 10% Cap Financial Disclosure provided to meet the 10% Cap Disclosure Request may be, solely at Party A’s 's option, either the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (iii) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 10% Cap Disclosure Request, Party A, at its own expense expense, shall (1i) find a replacement counterparty that provide the Depositor with the 10% Cap Financial Disclosure, (ii) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to (A) has provide the ability to provide its applicable Reg AB 10% Cap Financial Information, Disclosure and (B) satisfies provide an indemnity to the Rating Agency ConditionDepositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure or (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2iii) obtain a guaranty of Party A’s 's obligations under this Agreement from an affiliate of Party A that complies with is able to (A) provide the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap 10% Cap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1)Disclosure, such that disclosure provided in respect of such the affiliate will will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 10% Cap Financial Disclosure and (B) provide an indemnity to the Swap ProviderDepositor, or (3) transfer Eligible Collateral reasonably satisfactory to Party B’s Custodian the Depositor, in an amount (taking into account relation to the 10% Cap Financial Disclosure. If permitted by Regulation AB, any amount posted required 10% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support AnnexSecurities Exchange Act. (iv) If the Depositor determines, if any) which is sufficient, as reasonably determined and in good faith by faith, that the Sponsor, to reduce the aggregate significance percentage below 10% of this Agreement has increased to nineteen (or19) percent or more, so long as then the Depositor may request on a Business Day on or after the date of such determination from Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, same information set forth in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation ABAB that would have been required if the significance percentage had in fact increased to twenty (20) percent, along with any necessary auditors consent (such request, a "20% Cap Disclosure Request" and such requested information is the "20% Cap Financial Disclosure"). (iii) If . Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) Depositor shall provide Party A with a written explanation of how the significance percentage was calculatedcalculations and any other information reasonably requested by Party A with respect to the Depositor's determination that led to the 20% Cap Disclosure Request. (ivv) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 20% Cap Disclosure Request, Party A, at its own expense, shall (i) provide the Depositor with the 20% Cap Financial Disclosure, (ii) secure another entity to replace Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating party to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit this Agreement on terms substantially similar to state a material fact required this Agreement which entity is able to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify provide the 20% Cap Financial Disclosure and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case provide an indemnity to the extent that any such lossDepositor, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party Depositor, in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available relation to the indemnifying party and 20% Cap Financial Disclosure or (iii) obtain a guaranty of Party A's obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 20% Cap Financial Disclosure, such that disclosure provided in respect of the affiliate will, in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified partyDepositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 20% Cap Financial Disclosure and (B) between provide an indemnity to the indemnified party and Depositor, reasonably satisfactory to the indemnifying party,Depositor, in relation to the 20% Cap Financial Disclosure. If permitted by Regulation AB, any required 20% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act.

Compliance with Regulation AB. (i) Party A has been advised by Party B agrees and acknowledges that Santander Consumer USA Inc. Depositor (the “Sponsor”), and Party B are "Depositor") is required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" under this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to the extent required under time in accordance with Item 1115 of Regulation AB. (ii) If requiredIt shall be a swap disclosure event ("Swap Disclosure Event") if, upon written requeston any Business Day during the period for which Party B is required to file information with the Securities Exchange Commission pursuant to Item 1115 of Regulation AB, Depositor requests (in writing) from Party A shall provide to Party B or the Sponsor the applicable financial information described under in Item 1115(b) 1115 of Regulation AB (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of such request to be based on a written request for such Reg AB Financial Information reasonable determination by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determinedDepositor, in good faith, that such information is required under Regulation AB. In AB as a result of the event that aggregate "significance percentage" representing 10% or more) (the "Swap Financial Disclosure"). (iii) Upon the occurrence of a Swap Disclosure Event, Party A, at its own expense, shall (a) provide to Depositor the Swap Financial Disclosure, (b) secure another entity to replace Party A does not provide any such Reg AB Financial Information by as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the end Rating Agencies, provided, that satisfaction of the related Response PeriodRating Agency Condition in relation to Fitch and S&P shall be required for any transfer of any Transactions under this clause (iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) and Part 5(t) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A promptlyshall provide written notice to Fitch with respect thereto), but in no event later than ten which entity (10or a guarantor therefor) Local Business Days following meets or exceeds the end Hedge Counterparty Ratings Requirement and which entity is able to comply with the financial information disclosure requirements of such Response Period shall either, at Party A’s own expense Item 1115 of Regulation AB or (1c) find a replacement counterparty only if sufficient to satisfy the requirements of Item 1115 of Regulation AB that (A) has the ability to provide its are applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially A as determined by the Depositor in the form of this Agreement (such replacement counterpartyits sole discretion, a “Reg AB Approved Entity”); (2) obtain a guaranty of the Party A’s 's obligations under this Agreement from an affiliate of the Party A that complies is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable with respect to the Counterparty, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information or (d) deliver collateral pursuant to clause an ISDA Credit Support Annex (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable subject to the Swap Provider, or (3New York Law) transfer Eligible Collateral to Party B’s Custodian in an amount sufficient to reduce the "significance percentage" (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce acting reasonably and in good faith) below the aggregate significance percentage below 10% (orrequirements of Item 1115(b)(1). If permitted by Regulation AB, so long as Party A is able to provide the any required Swap Financial Disclosure required may be provided by incorporation by reference from reports filed pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB)Exchange Act. (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B It shall be a swap disclosure event ("Swap Disclosure Event") if, at any time after the date hereof, until such date that Santander Consumer USA Inc. (the “Sponsor”), and Party B Auction Certificates are no longer required to make public reports under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended Schedule amended, the Depositor or the Sponsor notifies Party A that the aggregate "significance percentage" (“Regulation AB”), to disclose certain information regarding Party A. Such information may include financial information to calculated in accordance with the extent required under provisions of Item 1115 of Regulation AB) of all derivative instruments provided by Party A and any of its affiliates to Party B (collectively, the "Aggregate Significance Percentage") is 10% or more. (ii) If required, upon written requestUpon the occurrence of a Swap Disclosure Event, Party A A, at its own cost and expense (and without any cost or expense to, or liability of, Party B, the Depositor, the Sponsor, the Underwriters, the Trustee, or the Issuing Entity), shall take one of the following actions: (a) provide to Party B or the Sponsor and the applicable financial Depositor: (i) if the Aggregate Significance Percentage is 10% or more, but less than 20%, the information described required under Item 1115(b1115(b)(1) of Regulation AB or (ii) if the “Reg AB Financial Information”) Aggregate Significance Percentage is 20% or more, within ten five (105) Business Days of receipt of a written request for such Reg AB Financial Information by Days, the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such financial information is required under Item 1115(b)(2) of Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (Beach, "Swap Financial Disclosure"); or (b) assign its rights and delegate its obligations under the Transaction to a counterparty with the Approved Ratings Thresholds (or which satisfies the Rating Agency Condition), that (Cx) is acceptable provides the information specified in clause (a) above to Party B the Depositor and Sponsor and (Dy) enters into an agreement with ISDA Master Agreement and related documentation substantially similar to the documentation then in place between Party B substantially in A and Party B; or (c) subject to the form Rating Agency Condition and subject to any interpretative guidance issued by the Securities and Exchange Commission that determines that such Swap Financial Disclosure provided by an affiliate of this Agreement (such replacement counterpartyParty A satisfies the requirement of Item 1115 of Regulation AB, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s 's obligations under this Agreement from an affiliate of Party A that complies with is able to provide the financial information disclosure requirements of Item 1115 of Regulation ABapplicable Swap Financial Disclosure satisfactory in form and substance to the Sponsor and the Depositor, and cause such affiliate to provide to the Sponsor and the Depositor such Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause within five (15), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (ia) Party A has been advised by Party B that Santander Consumer USA Inc. (the “Sponsor”), and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended It shall be a swap disclosure event (“Regulation ABSwap Disclosure Event”)) if, to disclose certain information regarding Party A. Such information may include financial information to at any time after the extent required under Item 1115 date hereof, the Administrator (acting on behalf of Regulation AB. (ii) If required, upon written request, Party A shall provide to Party B the Depositor or the Sponsor Sponsor) notifies BNY that the applicable financial information described under Item 1115(b) of Regulation AB aggregate “significance percentage” (the “Reg AB Financial Information”) within ten (10) Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, calculated in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies accordance with the financial information disclosure requirements provisions of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure ) of all derivative instruments provided by BNY and any future of its affiliates to Counterparty (collectively, the “Aggregate Significance Percentage”) is 10% or more. (b) Upon the occurrence of a Swap Financial Disclosure Event, BNY, at its own cost and other information pursuant to clause expense (1), such that disclosure provided in respect of such affiliate will satisfy and without any disclosure requirements applicable expense or liability to the Swap ProviderDepositor, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, the Underwriters, the Depositor, the Trustee, the Trust Fund, the Administrator or the Yield Maintenance Trust), shall take one of the following actions: (i) provide to reduce the aggregate significance percentage below Sponsor and the Depositor: (x) if the Aggregate Significance Percentage is 10% (oror more, so long as Party A is able to provide but less than 20%, the Swap Financial Disclosure information required pursuant to under Item 1115(b)(1) of Regulation ABAB or (y) if the Aggregate Significance Percentage is 20% or more, below 20%within five (5) Business Days, in the event Party A is requested to provide the Swap Financial Disclosure information required pursuant to under Item 1115(b)(2) of Regulation AB; or (ii) assign its rights and delegate its obligations under the Transaction to a counterparty with the rating of debt of which meet or exceed the Qualifying Ratings (and which satisfies the Rating Agency Condition), that (x) provides the information specified in clause (i) above to the Depositor and Sponsor and (y) enters into documentation substantially similar to the documentation then in place between BNY and the Counterparty. Ref No. 38556 (c) For so long as the Aggregate Significance Percentage is 10% or more, BNY shall provide any updates to the information provided pursuant to clause (b) above to the Sponsor and the Depositor within five (5) Business Days following availability thereof (but in no event more than 45 days after the end of each of BNY’s fiscal quarter for any quarterly update, and in no even more than 90 days after the end of each of BNY’s fiscal year for any annual update). (iiid) If Party B or All information provided pursuant to clauses (b) and (c) shall be in a form suitable for conversion to the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request format required for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented filing by the Supplement dated [ ]Depositor with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇). In addition, or in the Prospectusany such information, dated [ ]if audited, each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to shall be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused accompanied by any untrue statement necessary auditor’s consents or, if such information is unaudited, shall be accompanied by an appropriate agreed-upon procedures letter from BNY’s accountants. If permitted by Regulation AB, any such information may be provided by reference to or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor incorporation by reference from reports filed pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleadingExchange Act. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,

Compliance with Regulation AB. (i) Party A has been advised by Party B acknowledges that Santander Consumer USA Inc. (for so long as there are reporting obligations with respect to this Transaction under the “Sponsor”)1934 Act, and Party B are the Depositor is required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange 1934 Act of 1934, as amended (“"Regulation AB”"), to disclose certain information set forth in Regulation AB regarding Party A. Such information may include financial information A or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" of this Agreement (as such term is used in Regulation AB) and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB, such determination of the significance percentage shall be in the Depositor's sole discretion, exercised reasonably and in good faith. (ii) Subject to the extent provisions of clause (iii) below, and so long as there are reporting obligations with respect to this Transaction under the 1934 Act, if the Depositor determines, reasonably and in good faith, in its sole discretion, that the significance percentage of this Agreement has increased to nine (9) percent, then the Depositor may request on such date of determination from Party A the same information set forth in Item 1115(b) of Regulation AB that would have been required if the significance percentage had in fact increased to 10 percent (such request, a "Hedge Disclosure Request" and such requested information, subject to the last sentence of this paragraph, is the "Hedge Financial Disclosure"). Party B or the Depositor shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor's determination that led to the Hedge Disclosure Request, provided that such determination of the significance percentage shall be in the Depositor's sole discretion, exercised reasonably and in good faith. The parties hereto further agree that the Hedge Financial Disclosure provided to meet a Hedge Disclosure Request under this subsection (b) may be, solely at Party A's option, either the information set forth in Item 1115 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (iiiii) If requiredSo long as there are reporting obligations with respect to this Transaction under the 1934 Act, upon written requestif the Depositor determines, reasonably and in good faith, in its sole discretion, that the significance percentage of this Agreement has increased to eighteen (18) percent, then the Depositor may make a Hedge Disclosure Request to Party A shall provide on such date of determination for Hedge Financial Disclosure from Party A that would have been required if the significance percentage had in fact increased to 20 percent (and, accordingly, consists of the information set forth in Item 1115(b)(2) of Regulation AB). Party B or the Sponsor Depositor shall provide Party A with the applicable financial calculations and any other information described under Item 1115(breasonably requested by Party A with respect to the Depositor's determination that led to the Hedge Disclosure Request, provided that such determination of the significance percentage shall be in the Depositor's sole discretion, exercised reasonably and in good faith. (iv) Upon the occurrence of Regulation AB a Hedge Disclosure Event, Party A, at its own expense, shall (1)(a) either (i) provide to the “Reg AB Depositor the current Hedge Financial Information”Disclosure in an E▇▇▇▇ compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Hedge Financial Disclosure that are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the 1934 Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm's report relating to their audits of such current Hedge Financial Disclosure in the 1934 Act Reports of the Depositor, and (c) provide to the Depositor any updated Hedge Financial Disclosure with respect to Party A or any entity that consolidates Party A within ten (10) five Business Days of receipt the release of a written request for any such Reg AB updated Hedge Financial Information by the Sponsor or Party B Disclosure; (the “Response Period”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that 2) secure another entity to replace Party A does not provide any as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Rating Agencies, such Reg AB Financial Information by entity (or a guarantor therefor) meets or exceeds the end of the related Response Period, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) Approved Rating Thresholds and satisfies the Rating Agency ConditionCondition and such entity is able to comply with the requirements of Item 1115 of Regulation AB, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (23) obtain a guaranty of Party A’s 's obligations under this Agreement Agreement, subject to Rating Agency Condition, from an affiliate of Party A that complies is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such the affiliate will satisfy any disclosure requirements applicable to the Swap ProviderParty A, and cause such affiliate to provide Hedge Financial Disclosure, or (34) transfer Eligible Collateral post collateral that will be sufficient to Party B’s Custodian in an amount (taking into account reduce the "significance percentage" as defined under Item 1115 of Regulation AB such that no information that would otherwise have constituted Hedge Financial Disclosure will be required to be filed with, or incorporated by reference into, the 1934 Act reports of the Depositor pursuant to Item 1115 of Regulation AB. If permitted by Regulation AB, any amount posted required Hedge Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB)1934 Act. (iiiv) If Party B or The parties agree that the Sponsor request (Depositor and T▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc. in writing) the Reg AB Financial Information from its capacity as sponsor, are third-party beneficiaries to Party A, then the Sponsor or Party B will promptly 's undertakings under this paragraph (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculatedj). (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if a claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in writing of the commencement thereof. In case any such action is brought against the indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel, (ii) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party,