Common use of Distributions Clause in Contracts

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless Prior to any acceleration of the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods), ) and any reasonable expenses and (including indemnification amounts to the extent amounts) not previously paid by Santander Consumerthe Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, Trustee and the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 100,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; ; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount Noteholders of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Class D Notes, the Indenture Trustee shall apply all amounts on deposit in Accrued Class D Note Interest due and accrued for the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.related Interest Period;

Distributions. (ai) Unless On each Master Servicer Remittance Date, the Notes have been accelerated Master Servicer shall make the remittances and deposits specified in the first paragraph of Section 4.06(a) of this Agreement. On or prior to the Master Servicer Remittance Date in March (or February if the final Distribution Date occurs in such month) of each calendar year (commencing in 2020), pursuant to Section 5.2 3.23, the Certificate Administrator shall withdraw from the Interest Reserve Account the aggregate of all Withheld Amounts on deposit therein and shall deposit any such amounts in the IndentureLower-Tier REMIC Distribution Account (to the extent such Withheld Amounts relate to the Mortgage Loans), on the Woodlands Mall REMIC Distribution Account (to the extent such Withheld Amounts relate to the Woodlands Mall Trust Subordinate Companion Loan) and the Centre REMIC Distribution Account (to the extent such Withheld Amounts relate to The Centre Trust Subordinate Companion Loan), as applicable. On each Payment Master Servicer Remittance Date, the Relevant Trustee (based on information contained Certificate Administrator shall withdraw from the Excess Liquidation Proceeds Reserve Account and deposit in the Servicer’s Certificate delivered Lower-Tier REMIC Distribution Account any Excess Liquidation Proceeds required to be so transferred pursuant to Section 4.01(e) of this Agreement. On each Distribution Date, the amounts that have been transferred to the Lower-Tier REMIC Distribution Account from the Collection Account or as P&I Advances or Compensating Interest Payments or as otherwise contemplated by the preceding sentences of this Section 4.01(a) shall be deemed distributed on the Lower-Tier Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(ii) and the last paragraph of Section 4.01(d). On each Distribution Date, the amounts that have been transferred to the Woodlands Mall REMIC Distribution Account from the Collection Account or before as P&I Advances or Compensating Interest Payments or as otherwise contemplated by the related Determination preceding sentences of this Section 4.01(a) shall be deemed distributed on the Woodlands Mall Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(iii) and the last paragraph of Section 4.01(d). On each Distribution Date, the amounts that have been transferred to the Centre REMIC Distribution Account from the Collection Account or as P&I Advances or Compensating Interest Payments or as otherwise contemplated by the preceding sentences of this Section 4.01(a) shall be deemed distributed on the Centre Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(iv) and the last paragraph of Section 4.01(d). Thereafter, such amounts shall be considered to be held in the Upper-Tier REMIC Distribution Account until distributed to the Certificateholders. (ii) All distributions made in respect of interest on any Class of Non-Vertically Retained Pooled Principal Balance Certificates or in respect of interest of the Class VRR Upper Tier Regular Interest on each Distribution Date pursuant to Section 3.84.01(b), Section 4.01(c) or Section 9.01 shall make be deemed to have first been distributed from the following deposits Lower-Tier REMIC to the Upper-Tier REMIC as interest in respect of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All distributions made in respect of interest on any Class of the Class X Certificates on each Distribution Date pursuant to Section 4.01(b) or Section 9.01, and distributionsallocable to any particular Component of such Class of Certificates in accordance with the last paragraph of Section 4.01(b), shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC as interest in respect of such Component’s Corresponding Lower-Tier Regular Interest. All distributions made in respect of principal of any Class of Non-Vertically Retained Pooled Principal Balance Certificates or in respect of principal of the Class VRR Upper-Tier Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(c) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of principal of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement hereto. All reimbursements (with interest) of applicable Realized Losses made in respect of any Class of Non-Vertically Retained Pooled Principal Balance Certificates or in respect of the Class VRR Upper-Tier Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(c) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC as reimbursements (with interest) of applicable Realized Losses, in respect of its Corresponding Lower-Tier Regular Interest. (iii) All distributions made in respect of interest on any Class of Woodlands Mall Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(m) or Section 9.01 shall be deemed to have first been distributed from the Woodlands Mall REMIC to the Upper-Tier REMIC as interest in respect of its Corresponding Woodlands Mall Regular Interest set forth in the Preliminary Statement hereto. All distributions made in respect of principal of any Class of Woodlands Mall Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(m) or Section 9.01 shall be deemed to have first been distributed from the Woodlands Mall REMIC to the Upper-Tier REMIC in respect of principal of its Corresponding Woodlands Mall Regular Interest set forth in the Preliminary Statement hereto. All reimbursements (with interest, if applicable) of applicable Realized Losses made in respect of any Class of Woodlands Mall Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(m) or Section 9.01 shall be deemed to have first been distributed from the Woodlands Mall REMIC to the Upper-Tier REMIC as reimbursements (with interest, if applicable) of applicable Realized Losses in respect of its Corresponding Woodlands Mall Regular Interest. (iv) All distributions made in respect of interest on any Class of Centre Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(o) or Section 9.01 shall be deemed to have first been distributed from the Centre REMIC to the Upper-Tier REMIC as interest in respect of its Corresponding Centre Regular Interest set forth in the Preliminary Statement hereto. All distributions made in respect of principal of any Class of Centre Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(o) or Section 9.01 shall be deemed to have first been distributed from the Centre REMIC to the Upper-Tier REMIC in respect of principal of its Corresponding Centre Regular Interest set forth in the Preliminary Statement hereto. All reimbursements (with interest, if applicable) of applicable Realized Losses made in respect of any Class of Centre Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(o) or Section 9.01 shall be deemed to have first been distributed from the Centre REMIC to the Upper-Tier REMIC as reimbursements (with interest, if applicable) of applicable Realized Losses in respect of its Corresponding Centre Regular Interest. (v) On each Distribution Date, Holders of the Class R Certificates shall receive distributions of any amounts remaining in the Lower-Tier REMIC Distribution Account in respect of the Lower-Tier Residual Interest after all payments have been made to the Certificate Administrator as the holder of the Lower-Tier Regular Interests in accordance with Section 4.01(a)(ii) and the last paragraph of Section 4.01(d). On each Distribution Date, Holders of the Class R Certificates shall receive distributions of any amounts remaining in the Woodlands Mall REMIC Distribution Account in respect of the Woodlands Mall Residual Interest after all payments have been made to the Certificate Administrator as the holder of the Woodlands Mall Regular Interests in accordance with Section 4.01(a)(iii) and the last paragraph of Section 4.01(d). On each Distribution Date, Holders of the Class R Certificates shall receive distributions of any amounts remaining in the Centre REMIC Distribution Account in respect of the Centre Residual Interest after all payments have been made to the Certificate Administrator as the holder of the Centre Regular Interests in accordance with Section 4.01(a)(iv) and the last paragraph of Section 4.01(d). (b) On each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the amounts on deposit in the Upper-Tier REMIC Distribution Account in respect of interest, principal and reimbursement of applicable Realized Losses, to the extent of Pooled Available Funds and the Reserve Account Draw Amount, on deposit therein, and distribute such amounts to the Holders of each Class of Non-Vertically Retained Pooled Regular Certificates and to the Holders of the Class R Certificates in the Collection Account for such Payment Dateamounts and in the order of priority set forth below: (i) First, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B and Class X-D Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amounts of those Classes; (ii) Second, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates in reduction of the respective Certificate Balances thereof in the following order priority (subject to the penultimate paragraph of priority:this Section 4.01(b)): (1A) firstto the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, until the related Certificate Balance is reduced to the Class A-AB Scheduled Principal Balance with respect to such Distribution Date; (B) to the Holders of the Class A-1 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to subclause (A) above, until the related Certificate Balance is reduced to zero; (C) to the Holders of the Class A-2 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to subclauses (A) and (B) above, until the related Certificate Balance is reduced to zero; (D) to the Holders of the Class A-3 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to subclauses (A) through (C) above, until the related Certificate Balance is reduced to zero; (E) to the Holders of the Class A-4 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to subclauses (A) through (D) above, until the related Certificate Balance is reduced to zero; (F) to the Holders of the Class A-5 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to subclauses (A) through (E) above, until the related Certificate Balance is reduced to zero; (G) to the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to subclauses (A) through (F) above, until the related Certificate Balance is reduced to zero; (iii) Third, to the Indenture Trustee respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and the Owner TrusteeClass A-AB Certificates, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect up to prior periods)an amount equal to, and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trusteepro rata based upon, the Owner Trustee and aggregate unreimbursed Realized Losses previously allocated to each such Class, plus interest thereon at the Asset Representations Reviewer pursuant Pass-Through Rate for such Class compounded monthly from the date each related Realized Loss was allocated to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)such Class; (2iv) secondFourth, to the ServicerHolders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Servicing Fee and all unpaid Servicing Fees with respect to prior periodsInterest Distribution Amount of that Class; (3v) thirdFifth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates have been reduced to zero, to the Noteholders Holders of the Class A NotesA-S Certificates, the Accrued Class A Note Interest due and accrued for in reduction of the related Interest Period; providedCertificate Balance, that if there are not sufficient funds available up to pay the entire an amount of the Accrued Class A Note Interest, the amounts available will be applied equal to the payment Principal Distribution Amount for such Distribution Date, less the portion of such interest on Principal Distribution Amount distributed pursuant to all prior clauses, until the Class A Notes on a pro rata basis based on the amount of interest payable related Certificate Balance is reduced to each Class of Class A Noteszero; (4vi) fourthSixth, for distribution to the Noteholders pursuant to Section 8.2(b) Holders of the IndentureClass A-S Certificates, up to an amount equal to the First Allocation aggregate of Principalunreimbursed Realized Losses previously allocated to such Class, if anyplus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related Realized Loss was allocated to such Class; (5vii) fifthSeventh, to the Noteholders Holders of the Class B NotesCertificates, in respect of interest, up to an amount equal to the Accrued Class B Note Interest due and accrued for the related Interest PeriodDistribution Amount of that Class; (6viii) sixthEighth, for distribution after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB and Class A-S Certificates have been reduced to zero, to the Noteholders in accordance with Section 8.2(b) Holders of the IndentureClass B Certificates, in reduction of the Second Allocation related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of Principalsuch Principal Distribution Amount distributed pursuant to all prior clauses, if anyuntil the related Certificate Balance is reduced to zero; (7ix) seventhNinth, to the Noteholders Holders of the Class C NotesB Certificates, up to an amount equal to the Accrued aggregate of unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class C Note Interest due and accrued for compounded monthly from the date each related Interest PeriodRealized Loss was allocated to such Class; (8) eighthx) Tenth, for distribution to the Noteholders in accordance with Section 8.2(b) Holders of the IndentureClass C Certificates, in respect of interest, up to an amount equal to the Third Allocation Interest Distribution Amount of Principal, if anythat Class; (9xi) ninthEleventh, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S and Class B Certificates have been reduced to zero, to the Reserve AccountHolders of the Class C Certificates, any additional amounts required in reduction of the related Certificate Balance, up to cause an amount equal to the amount Principal Distribution Amount for such Distribution Date, less the portion of cash on deposit in such Principal Distribution Amount distributed pursuant to all prior clauses, until the Reserve Account related Certificate Balance is reduced to equal the Specified Reserve Account Balancezero; (10xii) tenthTwelfth, for distribution to the Noteholders in accordance with Section 8.2(b) Holders of the IndentureClass C Certificates, up to an amount equal to the Regular Allocation aggregate of Principalunreimbursed Realized Losses previously allocated to such Class, if anyplus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date each related Realized Loss was allocated to such Class; (11xiii) eleventhThirteenth, to the Indenture TrusteeHolders of the Class D Certificates, the Owner Trustee and the Asset Representations Reviewerin respect of interest, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant up to clause first of this Section 4.4(a) due solely an amount equal to the per annum limitation set forth therein; andInterest Distribution Amount of that Class; (12xiv) twelfthFourteenth, any funds remainingafter the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5. Class A-AB, Class A-S, Class B and Class C Certificates have been reduced to zero, to the CertificateholdersHolders of the Class D Certificates, pro rata based on in reduction of the Percentage Interest related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of each Certificateholdersuch Principal Distribution Amount distributed pursuant to all prior clauses, oruntil the related Certificate Balance is reduced to zero; (xv) Fifteenth, to the extent Definitive Certificates have been issuedHolders of the Class D Certificates, up to an amount equal to the Certificate Distribution Account aggregate of unreimbursed Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for distribution such Class compounded monthly from the date each related Realized Loss was allocated to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture.such Class; (bxvi) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts fees (including any such fees, expenses and indemnification amounts unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts, and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fourth Allocation of Principal, if any; (11) eleventh, to the Noteholders of Class E Notes, the Accrued Class E Note Interest due and accrued for the related Interest Period; (12) twelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fifth Allocation of Principal, if any; (13) thirteenth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (1014) tenthfourteenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (1215) twelfthfifteenth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless Prior to any acceleration of the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Indenture Trustee (based on information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds Funds, Advances made on such Payment Date pursuant to Section 4.3(c) and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner TrusteeServicer (or any predecessor Servicer, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence if applicable) for reimbursement of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)all outstanding Advances; (2ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3iii) third, pro rata, to the Noteholders of Owner Trustee, the Class A NotesIndenture Trustee and the Asset Representations Reviewer, fees and expenses (including indemnification amounts) due and owing under the Trust Agreement, the Indenture and the Asset Representations Review Agreement, as applicable, which have not been previously paid, provided, that the amounts payable pursuant to this clause shall be limited to $275,000 per annum in the aggregate; (iv) fourth, to the Noteholders, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notesowing; (4v) fourthfifth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(b8.2(c) of the Indenture, the First Allocation of Principal, if anyPrincipal Distribution Amount; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6vi) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause increase the amount of cash on deposit in the Reserve Account up to equal the Specified Reserve Account Balance; (10vii) tenthseventh, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventhpro rata, to the Indenture Owner Trustee, the Owner Indenture Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification all amounts not paid due pursuant to clause first of this Section 4.4(a) due solely third above to the per annum limitation set forth thereinextent not paid in such clause; and (12viii) twelftheighth, to or at the direction of the Certificateholder, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) Upon and after any distribution to the Certificateholder of any amounts, the Noteholders shall not have any rights in, or claims to, those amounts. After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the CertificateholdersCertificateholder.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Relevant Trustee (based on information contained in accordance with the Servicer’s Certificate delivered on or before Certificate, the related Determination Date pursuant Indenture Trustee shall cause to Section 3.8) shall make the following deposits and distributions, be distributed to the extent of Available Funds and the Reserve Account Draw Amount, Noteholders all amounts on deposit in the Collection Note Distribution Account for such Payment (subject to the Depositor’s rights to Investment Earnings pursuant to Section 8.2(a)(ii) hereof) in the following order of priority and in the amounts determined as described below: (i) On each Distribution Date, the amount deposited in the Note Distribution Account in respect of interest on the Notes shall be applied in the following order of priority, to the extent of remaining funds after all earlier priorities have been satisfied, and any amount so applied shall be paid on such Distribution Date to the holders of Notes of each applicable Class: (1A) first, the Aggregate Class A Interest Distributable Amount shall be paid to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders holders of the Class A Notes; (B) the Aggregate Class B Interest Distributable Amount shall be paid to the holders of the Class B Notes; (C) the Aggregate Class C Interest Distributable Amount shall be paid to the holders of the Class C Notes; (D) the Aggregate Class D Interest Distributable Amount shall be paid to the holders of the Class D Notes; and (E) the Aggregate Class N Interest Distributable Amount shall be paid to the holders of the Class N Notes; provided however, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to so pay the entire amount specified in any of the Accrued foregoing priorities for a particular Class A of Notes, then the amount available for such Class of Notes shall be paid to the Holders thereof ratably on the basis of the total amount of accrued and unpaid interest owing to each such Holder. (ii) The amount deposited in the Note InterestDistribution Account pursuant to Section 2.7(b) (v), the amounts available will (vii), (ix), (xi) and (xiii), as applicable, shall be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Notes in the following amounts and in the following order of priority and any amount so applied shall be paid on such Distribution Date to the Holders of such Class A of Notes: (1) to the Class A-1 Notes, until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) to the Class A-2 Notes, until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (3) to the Class A-3 Notes, until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) Class A-4 Notes, until the Outstanding Amount of the Indenture, the First Allocation of Principal, if anyClass A-4 Notes is reduced to zero; (5) fifth, to the Noteholders of the Class B Notes, until the Accrued Outstanding Amount of the Class B Note Interest due and accrued for the related Interest PeriodNotes is reduced to zero; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) Class C Notes, until the Outstanding Amount of the Indenture, the Second Allocation of Principal, if anyClass C Notes is reduced to zero; (7) seventh, to the Noteholders of Class C D Notes, until the Accrued Outstanding Amount of the Class C Note Interest due and accrued for the related Interest Period;D Notes is reduced to zero. (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(biii) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the The amount of cash on deposit deposited in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Note Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b2.7(b)(xvi) shall be applied to the Class N Notes, until the Outstanding Amount of the IndentureClass N Notes is reduced to zero. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless Prior to any acceleration of the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods), ) and any reasonable expenses and (including indemnification amounts to the extent amounts) not previously paid by Santander Consumerthe Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, Trustee and the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 100,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fourth Allocation of Principal, if any; (11) eleventh, to the Noteholders of Class E Notes, the Accrued Class E Note Interest due and accrued for the related Interest Period; (12) twelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fifth Allocation of Principal, if any; (13) thirteenth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (1014) tenthfourteenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (1215) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issuedfifteenth, to the Certificate Distribution Account for distribution to the CertificateholdersResidual Interestholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the CertificateholdersResidual Interestholder.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fourth Allocation of Principal, if any; (11) eleventh, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (1012) tenthtwelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (1113) elevenththirteenth, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (1214) twelfthfourteenth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fourth Allocation of Principal, if any; (11) eleventh, to the Noteholders of Class E Notes, the Accrued Class E Note Interest due and accrued for the related Interest Period; (12) twelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fifth Allocation of Principal, if any; (13) thirteenth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (1014) tenthfourteenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (1115) eleventhfifteenth, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (1216) twelfthsixteenth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 The Borrower shall not declare or make (i) payment of any distribution on or in respect of any equity interests, or (ii) any payment on account of the Indenturepurchase, redemption, retirement or acquisition of any option, warrant or other right to acquire such equity interests; provided that the Borrower may make a distribution of (A) on each Payment Date, any Business Day during the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders Revolving Period in accordance with Section 8.2(b8.3(b) (1) Interest Collections, (2) any Principal Collections or proceeds of any Loan, and (3) with the prior written consent of the IndentureAgent (which consent shall not be unreasonably withheld, conditioned or delayed), any Collateral Obligations or other assets of the Second Allocation of PrincipalBorrower, in each case, as set forth in clauses (A)(1) through (A)(3), if any; after giving effect to such distribution, (7v) seventh, as certified in writing by the Borrower and Collateral Manager to the Noteholders of Class C NotesAgent (with a copy to each Lender Agent), the Accrued Class C Note Interest due and accrued sufficient proceeds remain for the related Interest Period; (8) eighth, for distribution all payments to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid be made pursuant to Section 8.3(a) (other than clause first of this Section 4.4(a(N) due solely to the per annum limitation set forth therein; and (12thereof) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest next Distribution Date, (w) no Unmatured Event of each CertificateholderDefault, orEvent of Default, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Unmatured Collateral Manager Event of Default which has resulted in an acceleration or Collateral Manager Event of Default shall have occurred and be continuing, and (x) the NotesBorrowing Base Condition is satisfied, the Indenture Trustee shall apply all (B) amounts on deposit in the Collection Account paid (or released or distributed) to it pursuant to Section 5.4(b8.3(a) on the applicable Distribution Date, (C) the proceeds of any Loan on the Indentureapplicable Loan Date, if after giving effect to such distribution under this clause (C), (x) no Unmatured Event of Default, Event of Default, Unmatured Collateral Manager Event of Default or Collateral Manager Event of Default shall have occurred and be continuing or (y) the Borrowing Base Condition is satisfied, but only if such Loan is made in respect of an Eligible Collateral Obligation acquired by the Borrower prior to such Loan Date if such Eligible Collateral Obligation was identified on the related Asset Approval Request as an asset with respect to which the Borrower intends to make a future distribution pursuant to this Section 10.16(a)(C) on such Loan Date and (D) in connection with a Permitted Securitization if after giving effect to such distribution, (v) as certified in writing by the Borrower and Collateral Manager to the Agent (with a copy to each Lender Agent), sufficient proceeds remain for all payments to be made pursuant to Section 8.3(a) (other than clause (N) thereof) on the next Distribution Date, (w) no Unmatured Event of Default, Event of Default, Unmatured Collateral Manager Event of Default or Collateral Manager Event of Default shall have occurred and be continuing, and (x) the Borrowing Base Condition is satisfied. (b) After Prior to foreclosure by the payment in full of the Notes and all other amounts payable under Agent upon any Collateral pursuant to Section 4.4(a13.3(c), all Collections nothing in this Section 10.16 or otherwise in this Agreement shall be paid restrict (i) the Collateral Manager from exercising any Warrant Assets issued to or in accordance with the instructions provided it by Obligors from time to time or (ii) the Borrower from exercising any Warrant Assets issued to it by Obligors from time to time to the Certificateholdersextent funds are available to the Borrower under Section 8.3(a) or made available to the Borrower.

Distributions. (a) Unless On or before each Determination Date, the Notes have been accelerated pursuant Administrator shall calculate the Total Available Amount, the Administration Fee, the Aggregate Noteholders’ Interest Distributable Amount, the Aggregate Noteholders’ Priority Principal Distributable Amount, the Noteholders’ Regular Principal Distributable Amount, and all other amounts required to Section 5.2 determine the amounts, if any, to be deposited in or paid from each of the IndentureAART Collection Account and the Note Distribution Account and all amounts to be paid to the Reserve Account and to the Certificateholders on or before the related Distribution Date. (b) Except as otherwise provided in Section 4.05(c), on each Payment Distribution Date, the Relevant AART Indenture Trustee (based solely on the information contained in the ServicerAdministrator’s Certificate Accounting delivered on or before the related Determination Date pursuant to Section 3.82.06) shall make the following deposits and distributions, to distributions from the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the AART Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner TrusteeAdministrator, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to of the Indenture TrusteeTotal Available Amount, the Owner Trustee Administration Fee for such Distribution Date and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)any unpaid Administration Fee from any preceding Distribution Date; (2ii) second, to the Servicer, extent of the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; Total Available Amount (3as such amount has been reduced by the distributions described in clause (i) third, above) to the Noteholders Note Distribution Account for the payment of interest on the Class A Notes, the Accrued Aggregate Class A Note Interest due and accrued for Distributable Amount; (iii) third, to the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount extent of the Accrued Class A Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) and (ii) above), to the Note Interest, the amounts available will be applied to Distribution Account for the payment of such interest principal on the Class A Notes on a pro rata basis based on in the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to priority specified in the Noteholders pursuant to Section 8.2(b) of the AART Indenture, the First Allocation of Principal, if anyPriority Principal Distributable Amount; (5iv) fifthfourth, to the Noteholders extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (iii) above), to the Note Distribution Account for the payment of interest on the Class B Notes, the Accrued Aggregate Class B Note Interest due and accrued for the related Interest PeriodDistributable Amount; (6v) sixthfifth, for distribution to the Noteholders in accordance with Section 8.2(b) extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (iv) above), to the Note Distribution Account for the payment of principal on the Notes in the priority specified in the AART Indenture, the Second Allocation of Principal, if anyPriority Principal Distributable Amount; (7vi) sixth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (v) above), to the Note Distribution Account for the payment of interest on the Class C Notes, the Aggregate Class C Interest Distributable Amount; (vii) seventh, to the Noteholders extent of Class C Notesthe Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (vi) above), to the Accrued Class C Note Interest due and accrued Distribution Account for the related Interest Period; (8) eighth, for distribution to payment of principal on the Noteholders Notes in accordance with Section 8.2(b) of the priority specified in the AART Indenture, the Third Allocation of Principal, if anyPriority Principal Distributable Amount; (9viii) nintheighth, to the Reserve Account, any additional amounts to the extent of the Total Available Amount, as such amount has been reduced by the distributions described in clauses (i) through (vii) above, the amount required to cause bring the amount of cash on deposit in therein up to the Reserve Account Required Amount (after giving effect to equal all distributions to the Specified Reserve Account Balancedescribed in Section 3.03 of the Servicing Agreement); (10ix) ninth, to the extent of the Total Available Amount, as such amount has been reduced by the distributions described in clauses (i) through (viii) above, to the Note Distribution Account for the payment of principal on the Notes in accordance with the AART Indenture, the Noteholders’ Regular Principal Distributable Amount; (x) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) AART Indenture Trustee, to the extent of the IndentureTotal Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (ix) above), for reimbursement of any costs associated with the Regular Allocation replacement of Principal, if any;the Administrator and appointment of a successor Administrator pursuant to the Administration Agreement not otherwise previously paid; and (11xi) eleventh, to the Indenture Trustee, Certificateholders (or if the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid Certificate Distribution Account has been established pursuant to clause first Section 5.1 of this Section 4.4(a) due solely the Trust Agreement, then to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the such Certificate Distribution Account for distribution to the Certificateholders. Certificateholders on a pro rata basis), any portion of the Total Available Amount remaining after the distributions described in clauses (i) through (x) above. (c) Notwithstanding the foregoing, at any other provision time that the Notes have not been paid in full and the principal balance of this Section 4.4, the Notes has been declared immediately due and payable following the occurrence and during the continuation of an AART Event of Default which has resulted in an acceleration under Section 5.1(a), 5.1(b), 5.1(c), 5.1(d), 5.1(e) or 5.1(f) of the NotesAART Indenture, then (unless Section 4.05(d) of this Agreement is applicable) until such time as the Notes have been paid in full and the AART Indenture has been discharged or the foregoing Events of Default have been cured or waived as provided in Section 5.2(b) of the AART Indenture, the Indenture Trustee shall apply all order in which the amounts on deposit in allocated to the Collection Note Distribution Account pursuant to clause (i) through (ix) of Section 5.4(b4.05(b) of this Agreement shall be used to make payments to Noteholders in the order specified in Section 2.7(c) of the AART Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve AccountNoteholders of Class D Notes, any additional amounts required to cause the amount of cash on deposit in Accrued Class D Note Interest due and accrued for the Reserve Account to equal the Specified Reserve Account Balancerelated Interest Period; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Fourth Allocation of Principal, if any; (11) eleventh, to the Indenture TrusteeNoteholders of Class E Notes, the Owner Trustee Accrued Class E Note Interest due and accrued for the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth thereinrelated Interest Period; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Noteholders in accordance with Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b8.2(b) of the Indenture. (b) After , the payment in full Fifth Allocation of the Notes and all other amounts payable under Section 4.4(a)Principal, all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.if any;

Distributions. (a) Unless On each Determination Date, the Servicer shall calculate all amounts required to determine the amounts to be deposited in the Note Distribution Account, the Certificate Distribution Account and the Spread Account. (b) Except in the case of each Payment Date and Redemption Date after an Event of Default and acceleration of the Notes have been accelerated pursuant to Section 5.2 of (and, if any Notes remain outstanding after the IndentureFinal Scheduled Maturity Date), on each Payment Date, the Relevant Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.84.8) shall to make from the Collection Account the following deposits and distributionsdistributions for receipt by the party as provided below or deposit in the applicable Trust Account or Certificate Distribution Account, as applicable, by 10:00 a.m. (New York time), to the extent of Available Funds and the Reserve Account Draw Total Distribution Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (all amounts due, including unpaid fees with respect indemnities, up to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to a maximum of $300,000 200,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)year; (2ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect from prior Collection Periods; provided, however, that available funds from the Spread Account shall not be used to pay the Servicing Fee and all unpaid Servicing Fees from prior periodsCollection Periods if the Servicer is NH Credit or another Affiliate of CNHICA; (3iii) third, to the Noteholders of the Class A NotesAdministrator, the Accrued Class A Note Interest due Administration Fee and accrued for the related Interest Periodall unpaid Administration Fees from prior Collection Periods; provided, however, that if there are available funds from the Spread Account shall not sufficient funds available be used to pay the entire amount Administration Fee and all unpaid Administration Fees from prior Collection Periods if the Administrator is NH Credit or another Affiliate of CNHICA; (iv) [Reserved]; (v) to the Accrued Class A Note InterestDistribution Account, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to Interest Amount for each Class of Class A Notes; (4) fourth, for distribution to Notes payable by the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of PrincipalIssuing Entity, if any; (5vi) fifth[Reserved]; (vii) [Reserved]; (viii) to the Note Distribution Account, the Note Monthly Principal Distributable Amount; (ix) to the Spread Account, to the Noteholders of extent necessary so that the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash balance on deposit in the Reserve Account to therein will equal the Specified Reserve Spread Account Balance; (10x) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the IndentureNote Distribution Account, the Regular Allocation of Principal, if anyNote Monthly Additional Principal Distributable Amount; (11xi) eleventh, [Reserved]; (xii) to the Indenture Trustee, the Owner Trustee and the Asset Representations ReviewerReviewer all fees, expenses and indemnities due but not paid under clause (i) above; (xiii) to the Servicer, any accrued and unpaid fees, reimbursable expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth thereinServicer; and (12xiv) twelfthto the Certificate Distribution Account, any funds remaining, the remaining Total Distribution Amount to be distributed to the Certificateholders. (c) On the A-1 Note Final Scheduled Maturity Date, pro rata based on the Percentage Interest of each Certificateholder, orServicer shall instruct the Indenture Trustee to deposit from the Collection Account into the Note Distribution Account by 10:00 a.m. (New York time), to the extent Definitive Certificates have been issuedof available funds on such day, an amount equal to the sum of (i) the aggregate accrued and unpaid interest on the A-1 Notes as of the A-1 Note Final Scheduled Maturity Date, and (ii) the amount necessary to reduce the outstanding principal amount of the A-1 Notes to zero. It is understood and agreed that, with respect to the amounts to be distributed pursuant to this Section 5.6(c), the Servicer shall, to the Certificate Distribution extent necessary (i) deposit into the Collection Account for distribution any amounts received as payments by or on behalf of any Obligor (and not previously deposited into the Collection Account) on or prior to the Certificateholders. Notwithstanding A-1 Note Final Scheduled Maturity Date, (ii) make each calculation that would otherwise be made on a Determination Date (with appropriate adjustments) in accordance with Section 4.8 on the Business Day immediately preceding the A-1 Note Final Scheduled Maturity Date, (iii) on the Payment Date immediately succeeding the A-1 Note Final Scheduled Maturity Date, make any adjustments to the Note Monthly Principal Distributable Amount, the Class Interest Amount and any other provision amount to be paid on such Payment Date, and (iv) make any other calculation, adjustment or correction that may be required as a result of this any payment made on the A-1 Note Final Scheduled Maturity Date. (d) During the period from the date the Servicer is no longer performing as Servicer (due to being terminated or due to its ceasing to perform as Servicer) (the “Predecessor Servicer”) until the effectiveness of the transition of the Successor Servicer as provided herein (the “Transition Period”), in the event that neither NH Credit, as the Predecessor Servicer, nor the Successor Servicer, has delivered the Servicer’s Certificate containing instructions to the Indenture Trustee (required to be delivered pursuant to Section 4.4, following 4.8 hereof) on or before 11:00 am New York time on any Payment Date so as to enable the occurrence Indenture Trustee to make payments pursuant to and in accordance with the priority set forth in Section 5.6 hereof and Section 8.2 of the Indenture on the relevant Payment Dates during the continuation of an Event of Default which has resulted in an acceleration of the NotesTransition Period, the Indenture Trustee shall, to the extent such funds are available, withdraw amounts from the Collection Account and the Spread Account (based upon the information set forth under “Interest & Principal Payments Pursuant to Section 5.6(d) and 5.6(e)(ii) of the Sale and Servicing Agreement” in the last Servicer’s Certificate that the Indenture Trustee received from the Predecessor Servicer) and therefrom make payments of, (i) interest for each Note due on such Payment Date that takes place during the Transition Period and, (ii) to the extent that the Final Scheduled Maturity Date for any Notes occurs during the Transition Period, the outstanding principal amount on such Notes due on its applicable Final Scheduled Maturity Date, in each case in accordance with the priority set forth in Section 8.2 of the Indenture. During the Transition Period, until NH Credit or the Successor Servicer has delivered the Servicer’s Certificate required under Section 4.8 hereof, any amounts remaining in the Collection Account and the Spread Account, after the payments referred to in clauses (i) and (ii) above are made, shall apply all be held therein until the next Payment Date and the Indenture Trustee shall have no obligation to make any other payments in respect of such Payment Date. (i) In the event the Servicer’s Certificate shows that, as of any Determination Date, there are amounts on deposit in the Collection Account which do not constitute part of the Total Distribution Amount and to which the Depositor is entitled hereunder, the Servicer shall direct the Indenture Trustee to forthwith pay such amount to or upon its written order. (ii) Notwithstanding the foregoing, in the event that the Servicer has not delivered the Servicer’s Certificate containing instructions to the Indenture Trustee (required to be delivered pursuant to Section 5.4(b4.8 hereof) on or before 11:00 am New York time on any Payment Date so as to enable the Indenture Trustee to make payments pursuant to and in accordance with the priority set forth in Section 5.6 hereof and Section 8.2 of the Indenture on such Payment Date, the Indenture Trustee shall, to the extent such funds are available, withdraw amounts from the Collection Account and the Spread Account (based upon the information set forth under “Interest & Principal Payments Pursuant to Section 5.6(d) and 5.6(e)(ii) of the Sale and Servicing Agreement” in the last Servicer’s Certificate that the Indenture Trustee received from the Servicer) and therefrom make payments of interest and principal on such Payment Date, in each case, in accordance with the priority set forth in Section 8.2 of the Indenture. (bf) After the payment in full On each Payment Date and Redemption Date after an Event of Default and acceleration of the Notes (and, if any Notes remain outstanding after the Final Scheduled Maturity Date), the Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.8) to make from the Collection Account the following deposits and distributions for receipt by the party as provided below or deposit in the applicable Trust Account or Certificate Distribution Account, as applicable, by 10:00 a.m. (New York time), to the extent of the Total Distribution Amount, in the following order of priority: (i) to the Servicer, the Servicing Fee and all other unpaid Servicing Fees from prior Collection Periods; provided, however, that available funds from the Spread Account shall not be used to pay the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods if the Servicer is NH Credit or another Affiliate of CNHICA; (ii) to the Indenture Trustee, all amounts payable due under Section 4.4(a)6.7 of the Indenture, and to the Trustee, all Collections shall amounts due under the Trust Agreement; (iii) to the Asset Representations Reviewer, all amounts due, including indemnities, according to the Basic Documents; (iv) to the Administrator, the Administration Fee and all unpaid Administration Fees from prior Collection Periods; (v) [Reserved]; (vi) to the Note Distribution Account, the Class Interest Amount for each Class of Class A Notes payable by the Issuing Entity, if any; (vii) to the Note Distribution Account, an amount equal to the Outstanding Amount of the Class A Notes; (viii) [Reserved]; (ix) [Reserved]; (x) [Reserved]; (xi) to the Servicer, any accrued and unpaid reimbursable expenses of the Servicer; (xii) to the Trustee, all amounts due under the Trust Agreement to the extent not paid under clause (ii) above; and (xiii) to the Certificate Distribution Account, the remaining Total Distribution Amount to be paid distributed to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless Prior to any acceleration of the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Indenture Trustee (based on information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds Funds, Advances made on such Payment Date pursuant to Section 4.3(c) and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner TrusteeServicer (or any predecessor Servicer, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence if applicable) for reimbursement of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)all outstanding Advances; (2ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3iii) third, pro rata, to the Noteholders of Owner Trustee, the Class A NotesIndenture Trustee, the Issuer Delaware Trustee and the Asset Representations Reviewer, fees and expenses (including indemnification amounts) due and owing under the Trust Agreement, the Indenture and the Asset Representations Review Agreement, as applicable, which have not been previously paid, provided, that the amounts payable pursuant to this clause shall be limited to $275,000 per annum in the aggregate; (iv) fourth, to the Noteholders, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notesowing; (4v) fourthfifth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(b8.2(c) of the Indenture, the First Allocation of Principal, if anyPrincipal Distribution Amount; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6vi) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause increase the amount of cash on deposit in the Reserve Account up to equal the Specified Reserve Account Balance; (10vii) tenthseventh, for distribution pro rata, to the Noteholders in accordance with Section 8.2(b) of the IndentureOwner Trustee, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Issuer Delaware Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification all amounts not paid due pursuant to clause first of this Section 4.4(a) due solely third above to the per annum limitation set forth thereinextent not paid in such clause; and (12viii) twelftheighth, to or at the direction of the Certificateholder, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) Upon and after any distribution to the Certificateholder of any amounts, the Noteholders shall not have any rights in, or claims to, those amounts. After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the CertificateholdersCertificateholder.

Distributions. (a) Unless On each Determination Date, the Notes have been accelerated Servicer shall calculate all amounts required to be deposited or paid pursuant to this Section and deliver a Servicer’s Certificate pursuant to Section 5.2 of the Indenture, on 4.09. (b) On each Payment Date, the Relevant Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions on such Payment Date from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account for such Payment DateAccount, and, in the event of a shortfall in meeting the payments described in clauses (i) through (iv) below (an “Available Amounts Shortfall”), from amounts withdrawn from the Reserve Account, in the following order of and priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee (and all any accrued and unpaid Servicing Fees with respect to from prior periodsCollection Periods), and Nonrecoverable Advances; (3ii) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due to each such party, for payment of any accrued Trustee and unpaid feesReviewer Fees and other amounts required to be paid to such party pursuant to the terms of the Indenture, the Trust Agreement or the Asset Representations Review Agreement, respectively (including, without limitation, expenses and indemnification amounts), in an aggregate amount not to exceed $250,000 in any calendar year; (iii) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class of Notes at their respective Class A Rate on the Outstanding Amount as of the previous Payment Date after giving effect to all payments of principal to the Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Noteholders on prior Payment Dates over the amounts not actually paid to the Noteholders on those prior Payment Dates, plus interest on any such shortfall at the related Class A Rate to the extent permitted by law; (iv) to the Principal Distribution Account, the First Priority Principal Distribution Amount, if any; (v) to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (vi) to the Principal Distribution Account, the Regular Principal Distribution Amount; (vii) to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due to each such party, for payment of any Trustee and Reviewer Fees and other amounts required to be paid to such party pursuant to clause first the terms of this Section 4.4(a) due solely the Indenture, the Trust Agreement or the Asset Representations Review Agreement, respectively (including, without limitation, expenses and indemnification amounts), to the per annum limitation set forth thereinextent any such amounts remain unpaid after application of clause (ii) above; and (12viii) twelfth, any funds Available Amounts remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issuedif any, to the Certificate Distribution Account. On each Payment Date, the Servicer shall instruct the Indenture Trustee to distribute (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.09), any amounts deposited into the Interest Distribution Account for distribution as payment of interest on the Notes pursuant to the Certificateholderspriority set forth in Section 8.02(d) of the Indenture and the Principal Distribution Account as payment of principal on the Notes pursuant to the priority set forth in Section 8.02(e) of the Indenture. Notwithstanding any other provision of this Section 4.4, following that the occurrence and during the continuation of an Event of Default which has resulted Notes have been paid in an acceleration of the Notesfull, the Indenture Trustee shall apply all amounts on deposit in continue to maintain the Collection Account pursuant hereunder until the Certificate Percentage Interest is reduced to Section 5.4(b) of the Indenturezero. (bc) After Except as otherwise provided hereunder or agreed in writing among the payment parties hereto, the Servicer shall retain the authority to institute, participate and join in full any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held hereunder in the Trust Accounts, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote on any securities. (d) The Indenture Trustee is authorized to deposit uninvested funds in non-interest bearing, unsecured demand deposit accounts at affiliated banks, purchase and sell investment securities through or from affiliated banks and broker-dealers, invest funds in registered investment companies that receive investment management and custodial services from the Indenture Trustee or its affiliates, subject to the limitations set forth herein. (e) The Issuer acknowledges that to the extent regulations of the Notes and Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right or option to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives the option to receive such confirmation to the extent permitted by law. The Indenture Trustee will furnish the Issuer periodic cash transaction statements that include detail for all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time investment transactions made by the CertificateholdersIndenture Trustee hereunder.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, based solely on the Relevant Distribution Date Statement, the Indenture Trustee (based on information contained in will apply the Servicer’s Certificate delivered on or before Net Collections available from the related Determination Payment Account, along with any amounts deposited into the Payment Account from the Prefunding Account and the Capitalized Interest Account, with respect to such Distribution Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, distributions in the following amounts and order of priority: (1i) first, to the Indenture Trustee and Servicer, the Owner TrusteeServicing Fee, including any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts Servicing Fees with respect to one or more prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees Collection Periods; (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable ii) to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve AccountTrust Agent, any additional amounts required to cause the amount accrued and unpaid fees of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations ReviewerTrust Agent, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely in each case to the per annum limitation set forth therein; andextent such fees have not been previously paid by the Servicer or the Administrator; (12iii) twelfthto the Note Distribution Account, the Note Interest Distributable Amount to be paid to the Holders of the Class A Notes at their respective Interest Rates; (iv) to the Note Distribution Account, if such Distribution Date is a Note Final Scheduled Distribution Date for any funds remainingClass of Notes, the Note Principal Distributable Amount to the extent of the remaining principal amount of such Class of Notes, to be paid to the Holders of such Class of Notes; (v) if such Distribution Date is the Mandatory Partial Redemption Date, to the CertificateholdersNote Distribution Account, the Mandatory Partial Redemption Amount, to be distributed to the Holders of the Class A-1 Notes if such amount is less than or equal to $50,000, and to be distributed to the Holders of all Notes, pro rata based on the Percentage then outstanding principal balance of the Notes, if such amount exceeds $50,000; (vi) to the Note Distribution Account, solely from Net Collections (plus amounts transferred from the Prefunding Account representing earnings from investments therein and amounts transferred from the Capitalized Interest Account, if any) remaining after giving effect to the distributions described in clauses (i) through (v) above, the remaining Note Principal Distributable Amount (after giving effect to the payment, if any, described in clause (iv) above), to be paid first to the Holders of each Certificateholderthe Class A-1 Notes until the principal amount of the Class A-1 Notes has been reduced to zero, orsecond, to the extent Definitive Certificates have Holders of the Class A-2 Notes until the principal amount of the Class A-2 Notes has been issuedreduced to zero, third, to the Certificate Distribution Account for distribution Holders of the Class A-3 Notes until the principal amount of the Class A-3 Notes has been reduced to zero, and fourth, to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration Holders of the NotesClass A-4 Notes until the principal amount of the Class A-4 Notes has been reduced to zero; (vii) to the Insurer, after giving effect to the distributions described in clauses (i) through (vi) above, (A) any amounts, including the Premium, owing to the Insurer under the Insurance Agreement and (B) any unreimbursed Insurer Defense Costs; (viii) to the Spread Account, after giving effect to the distributions described in clauses (i) through (vii) above, the amount, if any, required to increase the amount therein to the Spread Account Maximum for such Distribution Date; and (ix) any amounts remaining after distribution of the Accelerated Principal Distributable Amount as part of the Note Principal Distributable Amount, if applicable, shall be deposited into the Spread Account. Any amounts deposited in the Payment Account pursuant to 4.04(b) with respect to a Distribution Date and any amounts received by the Indenture Trustee as a result of a claim under the Policy that represent the Deficiency Amount with respect to such Distribution Date shall be applied by the Indenture Trustee solely to make the deposits and distributions referred to in clauses (i) through (iv) above, in that order of priority, but only to the extent that the Net Collections (plus amounts transferred to the Payment Account from the Prefunding Account, representing earnings from investments therein, and amounts transferred to the Payment Account from the Capitalized Interest Account, if any) with respect to such Distribution Date, after application as provided above, were insufficient to make such deposit or distribution. In addition, if the Insurer pays any amounts to the Indenture Trustee with respect to a Distribution Date in connection with the Insurer's election to pay, as provided in the Policy, all or a portion of any shortfalls in the amount of Net Collections (plus amounts transferred to the Payment Account from the Prefunding Account, representing earnings from investments therein, and amounts transferred to the Payment Account from the Capitalized Interest Account, if any) with respect to such Distribution Date available to distribute the amounts referred to in clause (vi) above, the Indenture Trustee shall apply all distribute the amounts on deposit so received from the Insurer as provided in the Collection Account pursuant to Section 5.4(b) of the Indenturesuch clause. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless Prior to any acceleration of the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Indenture Trustee (based on information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds Funds, Advances made on such Payment Date pursuant to Section 4.3(c) and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner TrusteeServicer (or any predecessor Servicer, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence if applicable) for reimbursement of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)all outstanding Advances; (2ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods;; 13 Sale and Servicing Agreement (3iii) third, to the Noteholders of the Class A NotesNoteholders, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notesowed; (4iv) fourth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(b8.2(c) of the Indenture, the First Allocation of Principal, if anyPrincipal Distribution Amount; (5v) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause increase the amount of cash on deposit in the Reserve Account up to equal the Specified Reserve Account Balance; (10vi) tenthsixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the IndentureOwner Trustee, the Regular Allocation of Principal, if any; (11) eleventh, to Issuer Delaware Trustee and the Indenture Trustee, fees and expenses (including indemnification amounts) due and owing under the Owner Trustee Trust Agreement and the Asset Representations ReviewerIndenture, any accrued and unpaid feesas applicable, expenses and indemnification amounts which have not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth thereinbeen previously paid; and (12vii) twelfthseventh, to or at the direction of the Certificateholder, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the CertificateholdersCertificateholder.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fourth Allocation of Principal, if any; (11) eleventh, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (1012) tenthtwelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (1113) elevenththirteenth, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (1214) twelfthfourteenth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless Promptly following the Notes have been accelerated pursuant receipt by Promote Pool LLC or any of its wholly owned subsidiaries of any Promoted Interest Proceeds, including the receipt of any proceeds assigned to Section 5.2 Grantee in respect of the Indentureany Eligible Promoted Interest, on each Payment DatePromote Pool LLC shall distribute such Promoted Interest Proceeds (with respect to any distribution, the Relevant Trustee (based “Aggregate Proceeds”) to the Members on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits terms and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priorityconditions: (1i) firstIf the Employee Unit Distribution Conditions are satisfied as of the date of receipt of such Promoted Interest Proceeds by Promote Pool LLC or any of its wholly owned subsidiaries, an amount equal to the Indenture Trustee and product of (x) the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts Aggregate Employee Participation Percentage then outstanding in the series of Bonus Pool Units related to the Eligible Promoted Interest with respect to prior periods), and to which the Asset Representations Reviewer, any accrued and unpaid fees Promoted Interest Proceeds were received times (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to y) the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first Aggregate Proceeds shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a)paid, (b) or (e) of Section 5.1 of the Indenture); (2) secondset aside for future payment, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b1(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth thereinor 1(c); and (12ii) twelfth, any funds remaining, The remainder of such Aggregate Proceeds shall be paid to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the IndentureManaging Member. (b) After All amounts referred to in Section 1(a)(i) (with respect to any distribution, the payment “Employee Member Share”) shall be applied as follows: (i) An amount equal to the product of (x) each Employee Member’s Vested Participation Percentage at such time in full such series of Bonus Pool Units times (y) the Notes and all other amounts payable under Section 4.4(a), all Collections Aggregate Proceeds shall be paid to or such Employee Member ;and (ii) The remainder of the Employee Member Share shall be set aside and held by Promote Pool LLC for future payment in accordance with Section 1(c). (c) All amounts referred to in Section 1(b)(ii) shall be applied as follows: (i) At such time as any Employee Member’s Vested Participation Percentage in the instructions provided from applicable series of Bonus Pool Units increases after the initial distribution of the applicable Aggregate Proceeds under Section 1(b), an amount equal to (x) the product of (I) such Employee Member’s Vested Participation Percentage (after such increase) in such series of Bonus Pool Units times (II) the Aggregate Proceeds minus (y) the aggregate amount of such Aggregate Proceeds that previously paid to such Employee Member under Section 1(b)(i) or this Section 1(c)(i). (ii) At such time as any Employee Member’s unvested Bonus Pool Units in the applicable series are forfeited pursuant to time by Section 4 of such Employee’s Award Agreement, an amount equal to the Certificateholdersproduct of (x) a fraction, the numerator of which is the number of unvested Bonus Pool Units in the applicable series so forfeited and the denominator of which is the aggregate number of outstanding Bonus Pool Units in such series times (y) the applicable Aggregate Proceeds.

Distributions. (a) Unless The Servicer shall calculate all amounts required to be deposited pursuant to this Section and deliver a Servicer’s Certificate on or before the Notes have been accelerated second Business Day prior to each Payment Date pursuant to Section 5.2 4.09. (b) On each Payment Date, except as specified in Section 5.04(b) of the Indenture, on each Payment Date, the Relevant Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on or before the related Determination second Business Day prior to each Payment Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account for such Payment DateAccount, including amounts deposited pursuant to Section 5.06(b), in the following order of and priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all Fee, including any unpaid Servicing Fees with respect to one or more prior periodsCollection Periods, and Advances not previously reimbursed to the Servicer; (3ii) third, to the Noteholders of the Class A NotesNoteholders, (a) the Accrued Class A Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod on each of the Class A Notes at their respective interest rates on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class A Noteholders on the preceding Payment Date; providedand (b) the excess, if any, of the amount of interest payable to the Class A Noteholders on those prior Payment Dates over the amounts actually paid to the Class A Noteholders on those prior Payment Dates, plus interest on any such shortfall at their respective interest rates to the extent permitted by law; provided that if there are not sufficient funds available to pay the entire amount of the Accrued accrued and unpaid interest on the Class A Note InterestNotes, the amounts available will shall be applied to the payment of such interest on the Class A Notes on a pro rata basis based on upon the amount of interest payable to due on each Class of Class A Notes; (4iii) fourthto the Noteholders, for distribution to the Noteholders pursuant to Section 8.2(b8.02(d) of the Indenture, the First Allocation of PrincipalPriority Principal Distribution Amount, if any; (5iv) fifth, to the Noteholders of the Class B NotesNoteholders, (a) the Accrued Class B Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod on each of the Class B Notes at the Class B Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class B Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class B Noteholders on prior Payment Dates over the amounts actually paid to the Class B Noteholders on those prior Payment Dates, plus interest on any such shortfall at the Class B Rate to the extent permitted by law; (6v) sixthto the Noteholders, for distribution pursuant to the Noteholders in accordance with Section 8.2(b8.02(d) of the Indenture, the Second Allocation of PrincipalPriority Principal Distribution Amount, if any; (7vi) seventh, to the Noteholders of Class C NotesNoteholders, (a) the Accrued Class C Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod on each of the Class C Notes at the Class C Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class C Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class C Noteholders on prior Payment Dates over the amounts actually paid to the Class C Noteholders on prior Payment Dates, plus interest on any such shortfall at the Class C Rate to the extent permitted by law; (8) eighthvii) to the Noteholders, for distribution pursuant to the Noteholders in accordance with Section 8.2(b8.02(d) of the Indenture, the Third Allocation of PrincipalPriority Principal Distribution Amount, if any; (9viii) ninth, to the Reserve AccountClass D Noteholders, any additional amounts required (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class D Notes at the Class D Rate on the principal outstanding as of the previous Payment Date after giving effect to cause all payments of principal to the Class D Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of cash interest payable to the Class D Noteholders on deposit in prior Payment Dates over the Reserve Account amounts actually paid to equal the Specified Reserve Account BalanceClass D Noteholders on prior Payment Dates, plus interest on any such shortfall at the Class D Rate to the extent permitted by law; (10ix) tenthto the Noteholders, for distribution pursuant to the Noteholders in accordance with Section 8.2(b8.02(d) of the Indenture, the Regular Allocation of PrincipalPrincipal Distribution Amount; (x) to the Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount on deposit in that account to equal the Reserve Account Required Amount; (11xi) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations ReviewerOwner Trustee, any reimbursements, expenses and indemnification amounts, in each case to the extent such reimbursements, expenses and indemnification amounts have not been previously paid by the Servicer and to the Securities Intermediary, any accrued and unpaid fees, indemnification expenses and indemnification amounts not paid pursuant owed to clause first of this Section 4.4(a) due solely to the per annum limitation set forth thereinit; and (12xii) twelfthto the Owner Trustee or its agent, any funds remaining, remaining Available Amounts indicated in the Servicer’s Report to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to be for deposit into the Certificate Distribution Account (as defined in the Trust Agreement) for subsequent distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account Certificateholder pursuant to Section 5.4(b) 5.02 of the IndentureTrust Agreement. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods), ) and any reasonable expenses and (including indemnification amounts to the extent amounts) not previously paid by Santander Consumerthe Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, Trustee and the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 100,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Relevant Indenture Trustee shall (based solely on the information contained in the Servicer’s Certificate delivered on or before with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period, (y) the Reserve Account Withdrawal Amount for such Distribution Date pursuant and (z) the Class N Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to Section 3.8) shall make distribute the following deposits and distributionsamounts from the Collection Account unless otherwise specified, to the extent of Available Funds the sources of funds stated to be available therefor, and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority; provided, that any amounts withdrawn from the Class N Reserve Account for distribution on such Distribution Date (including, without limitation, the Class N Reserve Account Withdrawal Amount) shall be available solely for application pursuant to clauses (xx) through (xxiv) below, and shall constitute “Total Available Funds” solely with respect to such clauses: (1i) firstfrom the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3, to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer; to Exeter, any amounts paid by Obligors during the related Collection Period that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables, and (4) to any successor Servicer, transition fees not to exceed $200,000 (including boarding fees) in the aggregate; (ii) from the Total Available Funds, to each of the Indenture Trustee Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Custodian, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourthamounts due, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any their respective accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and indemnities (12) twelfth, any funds remainingin each case, to the Certificateholdersextent such fees, expenses and indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the Issuer, and provided that such fees, expenses and indemnities payable shall not exceed (u) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (w) $100,000 in the aggregate in any calendar year to the Indenture Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (x) $50,000 in the aggregate in any calendar year to the Asset Representations Reviewer, (y) $50,000 in the aggregate in any calendar year to the Lockbox Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the Percentage amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the Noteholders’ Interest of each Certificateholder, orDistributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, to the extent Definitive Certificates have been issuedNote Distribution Account for further distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Principal Payment Amount; (xx) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class N Noteholders, the Noteholders’ Interest Distributable Amount for the Class N Notes for such Distribution Date; (xxi) from the Total Available Funds, to the Class N Reserve Account, the Class N Reserve Account Deposit Amount for such Distribution Date; (xxii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class N Noteholders, the amount necessary to reduce the outstanding principal balance of the Class N Notes to zero; (xxiii) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Custodian, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the CertificateholdersCertificateholders in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Indenture Trustee will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii), (xv) and (xx) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and (xvii) above. Notwithstanding the foregoing, if on any other provision of this Distribution Date the distribution priorities set forth in Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration 5.6(a) or Section 5.6(b) of the NotesIndenture are applicable then all distributions of Total Available Funds on such Distribution Date will be made in accordance with such applicable section of the Indenture rather than in accordance with the priorities set forth above. (b) On each Distribution Date, the Indenture Trustee shall apply all or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xvi), (xvii) and (xix) of paragraph (a) above on deposit that Distribution Date in the Collection listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal amount of the Class A-1 Notes, until the outstanding principal amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero. (c) The amount deposited in the Note Distribution Account pursuant to Section 5.4(b5.7(a)(xxii) shall be applied to the Class N Notes, until the outstanding principal amount of the Class N Notes is reduced to zero. (d) In the event that the Collection Account is maintained with an institution other than the Indenture Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (e) In the event that any withholding tax is imposed on the Holding Trust’s payment (or allocations of income) to a Holding Trust Certificateholder or the Issuer’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Holding Trust Certificateholders or Noteholders sufficient funds for the payment of any tax attributable to the Holding Trust or the Issuer, as applicable (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Holding Trust Certificateholder or Noteholder shall be treated as cash distributed to such Holding Trust Certificateholder or Noteholder at the time it is withheld by Holding Trust or the Issuer, as applicable, and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Holding Trust Certificateholder or a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (f) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which may be standing instructions). Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (bg) After Subject to Section 5.1 and this section, monies received by the payment Indenture Trustee hereunder need not be segregated in full of any manner except to the Notes extent required by law and all other amounts payable may be deposited under such general conditions as may be prescribed by law, and the Indenture Trustee shall not be liable for any interest thereon. (h) Notwithstanding Section 4.4(a5.7(a), all Collections shall be paid to or the Servicer shall, in the same order and priority described in such Section and in accordance with the instructions provided from time written directions of Exeter Finance LLC, direct the Indenture Trustee to time distribute to Exeter Finance LLC any amounts otherwise payable to the Lockbox Bank pursuant to such Section, to the extent that such amounts were withdrawn directly by the CertificateholdersLockbox Bank from funds on deposit in a bank account of Exeter Finance LLC.

Distributions. Borrower shall not, and shall not allow any Subsidiary to, (a) Unless the Notes have been accelerated repurchase or redeem any class of stock or other Equity Interest other than pursuant to employee, director or consultant repurchase plans or other similar agreements, provided, however, in each case the repurchase or redemption price does not exceed the original consideration paid for such stock or Equity Interest, or (b) declare or pay any cash dividend or make any other cash distribution on any class of stock or other Equity Interest, except that a Subsidiary may pay dividends or make other distributions to Borrower or any Subsidiary of Borrower, or (c) lend money to any employees, officers or directors or guarantee the payment of any such loans granted by a third party in excess of $100,000 in the aggregate or (d) waive, release or forgive any Indebtedness owed by any employees, officers or directors in excess of $100,000 in the aggregate. Notwithstanding the foregoing, and for the avoidance of doubt, this Section 5.2 7.7 shall not prohibit the issuance of, performance of, obligations under (including any payments of interest), and conversion, exercise, repurchase, redemption by holders of (including any payment upon conversion, whether in cash, common stock or a combination thereof), or required payment of any principal or premium on (including, for the avoidance of doubt, in respect of a required repurchase in connection with the redemption of Permitted Convertible Debt upon satisfaction of a condition related to the stock price of the IndentureCommon Stock) or required payment of any interest with respect to, on any Permitted Convertible Debt in each Payment Datecase, in accordance with the Relevant Trustee terms of the indenture governing such Permitted Convertible Debt; provided that principal payments in cash (based on information contained other than cash in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8lieu of fractional shares) shall make only be allowed if the following deposits Redemption Conditions are satisfied in respect of such payment and distributionsat all times after such payment; provided further that, to the extent both (a) the aggregate amount of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order cash payable upon conversion or payment of priority: any Permitted Convertible Debt (1) first, to the Indenture Trustee and the Owner Trustee, excluding any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts required payment of interest with respect to prior periods), such Permitted Convertible Debt and to the Asset Representations Reviewer, excluding any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum payment of cash in lieu of a fractional share due upon conversion thereof) exceeds the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), principal amount thereof and (b) such conversion or (e) payment does not trigger or correspond to an exercise or early unwind or settlement of Section 5.1 a corresponding portion of the Indenture); Permitted Bond Hedge Transactions relating to such Permitted Convertible Debt (2) secondincluding, to for the Serviceravoidance of doubt, the Servicing Fee and all unpaid Servicing Fees with respect case where there is no Permitted Bond Hedge Transaction relating to prior periods; (3) thirdsuch Permitted Convertible Debt), to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on excess cash shall not be permitted by the Class A Notes on preceding sentence. Notwithstanding the foregoing, Borrower may repurchase, exchange or induce the conversion of Permitted Convertible Debt by delivery of shares of Common Stock and/or a pro rata basis based on different series of Permitted Convertible Debt and/or by payment of cash (in an amount that does not exceed the amount proceeds received by Borrower from the substantially concurrent issuance of interest payable to each Class shares of Class A Notes; (4) fourth, for distribution to Common Stock and/or Permitted Convertible Debt plus the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principalnet cash proceeds, if any; (5) fifth, received by Borrower pursuant to the Noteholders related exercise or early unwind or termination of the Class B Notes, the Accrued Class B Note Interest due related Permitted Bond Hedge Transactions and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of PrincipalPermitted Warrant Transactions, if any; (7) seventh, pursuant to the Noteholders immediately following proviso); provided that, substantially concurrently with, or a commercially reasonable period of Class C Notestime before or after, the Accrued Class C Note Interest due and accrued related settlement date for the related Interest Period; Permitted Convertible Debt that is so repurchased, exchanged or converted, Borrower shall exercise or unwind or terminate early (8) eighthwhether in cash, for distribution to shares or any combination thereof) the Noteholders in accordance with Section 8.2(b) portion of the Indenture, the Third Allocation of PrincipalPermitted Bond Hedge Transactions and Permitted Warrant Transactions, if any; (9) ninth, corresponding to the Reserve Accountsuch Permitted Convertible Debt that are so repurchased, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indentureexchanged or converted. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods), ) and any reasonable expenses and (including indemnification amounts to the extent amounts) not previously paid by Santander Consumerthe Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, Trustee and the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 200,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; ; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless Prior to any acceleration of the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods), ) and any reasonable expenses and (including indemnification amounts to the extent amounts) not previously paid by Santander Consumerthe Servicer; provided, however, that feesthat, unless (i) an Event of Default or Servicer Termination Event has occurred and is continuing and (ii) the Controlling Party shall consent otherwise, expenses and indemnification amounts payable to the Indenture Trustee, Trustee and the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first and Section 5.4(b)(i) of the Indenture shall be limited to $300,000 150,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of Swap Counterparty, the Class A NotesNet Swap Payment; (4) fourth, to the Noteholders, on a pro rata basis based on interest due, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (45) fourthfifth, provided that no Note Insurer Default has occurred and is continuing, to the Note Insurer, the Premium (including any prior unpaid Premiums) and the Reimbursement Obligations (excluding Reimbursement Obligations relating to payments made under the Note Insurance Policy with respect to principal of the Notes) due to the Note Insurer; (6) sixth, to the Principal Distribution Account for distribution to the Noteholders Holders of the Class A Notes, pursuant to Section 8.2(b8.2(c) of the Indenture, the First Allocation of Principal, if any; (57) fifthseventh, to the Noteholders of Note Insurer, all accrued and unpaid Premium and Reimbursement Obligations to the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Periodextent not paid pursuant to clause fifth; (6) sixth8) eighth, to the Principal Distribution Account for distribution to the Noteholders Holders of the Class A Notes, in accordance with Section 8.2(b8.2(c) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution on a pro rata basis, to the Noteholders Swap Counterparty, any Swap Termination Payments and to the Note Insurer, any reimbursement of payments made under the Swap Policy in accordance with Section 8.2(b) respect of the Indenture, the Regular Allocation of Principal, if anySwap Termination Payments; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations ReviewerIndenture Trustee, any accrued and unpaid feesfees and reasonable expenses (including indemnification amounts) permitted under this Agreement, expenses the Trust Agreement and indemnification amounts the Indenture, as applicable, which have not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth thereinbeen previously paid; and (12) twelfth, to or at the direction of the Residual Interestholder, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes Notes, all amounts payable to the Note Insurer under the Insurance Agreement, all amounts payable to the Swap Counterparty and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the CertificateholdersResidual Interestholder.

Distributions. (a) Unless On each Payment Date prior to any acceleration of the Notes have been accelerated pursuant to Section 5.2 5.02 of the Indenture, on each Payment Date, the Relevant Indenture Trustee (based solely on information contained in in, and as directed by, the related Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8Monthly Certificate) shall make the following deposits and distributions, to the extent of apply Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, to make the following payments and deposits in the following order of priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) secondpro rata, to (A) the Servicer, the Servicing Fee Fee, and to any Backup Servicer, the Backup Servicing Fee, in each case for the related Collection Period and all accrued and unpaid Servicing Fees and Backup Servicing Fees with respect to prior periodsCollection Periods and (B) any Successor Servicer, Transition Costs not to exceed $200,000 (including boarding fees) in the aggregate; (3ii) thirdsecond, pro rata, to the Noteholders of the Class A NotesA-1 Noteholders, the Accrued Class A A-1 Note Interest due and accrued for the related Interest Period; providedto the Class A-2 Noteholders, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A A-2 Note InterestInterest for the related Interest Period; to the Class A-3 Noteholders, the amounts available will be applied Accrued Class A-3 Note Interest for the related Interest Period; and to the payment of such interest on Class A-4 Noteholders, the Accrued Class A Notes on a pro rata basis based on A-4 Note Interest for the amount of interest payable to each Class of Class A Notesrelated Interest Period; (4iii) fourththird, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture5.04(b), the First Allocation of Principal, if any; (5iv) fifthfourth, to the Noteholders of the Class B NotesNoteholders, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6v) sixthfifth, to the Principal Distribution Account for distribution to the Noteholders in accordance with pursuant to Section 8.2(b) of the Indenture5.04(b), the Second Allocation of Principal, if any; (7vi) seventhsixth, to the Noteholders of Class C NotesNoteholders, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighthvii) seventh, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture5.04(b), the Third Allocation of Principal, if any; (9viii) nintheighth, to the Reserve Account, any additional amounts required to cause increase the amount of cash on deposit in the Reserve Account up to equal the Specified Reserve Account BalanceRequired Amount; (10ix) tenthninth, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture5.04(b), the Regular Allocation of PrincipalPrincipal Distribution Amount, if any; (11x) eleventhtenth, pro rata, to (A) the Owner Trustee, the Indenture Trustee, the Owner Trustee Administrator and the Asset Representations Reviewer, any accrued and unpaid fees, reasonable expenses and indemnification amounts due and owing under this Agreement, the Trust Agreement, the Administration Agreement and the Indenture, as applicable, which have not paid pursuant been previously paid, and to or at the direction of the Issuer, any expenses of the Issuer incurred under the Basic Documents and (B) any Successor Servicer, Transition Costs in excess of the related cap in clause first of this Section 4.4(a(i) due solely to the per annum limitation set forth thereinabove; and (12xi) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issuedeleventh, to the Certificate Distribution Account Account, any funds remaining for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4Section, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b5.04(b) of the Indenture. (b) After Prior to the payment in full acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shall distribute all other amounts payable under Section 4.4(a)on deposit in the Principal Distribution Account to Noteholders in respect of principal of the Notes to the extent of the funds therein in the following order of priority: (i) first, all Collections shall be to the Holders of the Class A-1 Notes, until the Class A-1 Notes have been paid in full; (ii) second, to or the Holders of the Class A-2 Notes, until the Class A-2 Notes have been paid in accordance with full; (iii) third, to the instructions provided from time Holders of the Class A-3 Notes, until the Class A-3 Notes have been paid in full; (iv) fourth, to time by the CertificateholdersHolders of the Class A-4 Notes, until the Class A-4 Notes have been paid in full; (v) fifth, to the Holders of the Class B Notes, until the Class B Notes have been paid in full; and (vi) sixth, to the Holders of the Class C Notes, until the Class C Notes have been paid in full.

Distributions. (aSubject to the adjustments provided for in Section 5.02(c) Unless the Notes have been accelerated pursuant to Section 5.2 of the IndentureTrust Agreement, on each Payment Date, the Relevant Trustee (based on information contained shall withdraw all funds then in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) Distribution Account for such Series and shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, disbursements in the following order of priority:priority (in accordance with the provisions of and instructions on the monthly Servicer Report): (1a) first, to pay the Indenture Trustee interest accrued as of that Payment Date on all outstanding Class A-R Certificates of this Series and any overdue interest; (b) to pay the Owner Trustee, interest accrued as of that Payment Date on all outstanding Class B-R Certificates of this Series and any overdue interest; (c) to pay the interest accrued as of that Payment Date on all outstanding Class C-R Certificates of this Series and unpaid fees, reasonable expenses and indemnification amounts any overdue interest; (including d) to pay any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees Non-Usage Fees then due; (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts e) to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses of the Series Percentage of any Interest Collections in excess of Scheduled Expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer distributed pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a)) - (d) above, (b) or (e) of Section 5.1 to deposit into the Reserve Account an amount equal to the Series Percentage of the Indenture)amount necessary to bring the balance therein to an amount equal to the Reserve Account Required Balance; (2f) secondto the extent of any remaining Series Collections, to pay to the Servicer, Class A-R Certificateholders of this Series an amount equal to the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) thirdPrincipal Distribution Amount allocable this Series, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of the Outstanding Principal Amount of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A NotesCertificates until such Outstanding Principal Amount is repaid in full; (4g) fourth, for distribution to the Noteholders extent of any remaining Series Collections, to pay to the Class B-R Certificateholders of this Series an amount equal to the Principal Distribution Amount allocable this Series (and not already distributed pursuant to Section 8.2(bclause (f) above), to be applied to the payment of the Indenture, the First Allocation Outstanding Principal Amount of Principal, if anysuch Certificates until such Outstanding Principal Amount is repaid in full; (5h) fifthto the extent of any remaining Series Collections, to pay to the Class C-R Certificateholders of this Series an amount equal to the Principal Distribution Amount allocable this Series (and not already distributed pursuant to clauses (f) and (g) above), to be applied to the payment of the Outstanding Principal Amount of such Certificates until such Outstanding Principal Amount is repaid in full; (i) to pay to the Class A-R Certificateholders an amount equal to that portion of the Certificate Interest Rate that would have otherwise accrued with respect to such Class in respect of a prior Payment Date but for the application of the Maximum Interest Rate, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Periodextent not already paid on a prior Payment Date; (6j) sixth, for distribution to pay to the Noteholders in accordance with Section 8.2(b) of the IndentureTrustee, the Second Allocation of PrincipalServicer, if anythe Special Servicer and the Servicing Advisor any other amounts due to them as expressly provided in the Trust Agreement or in the Servicing Agreement, including Recovery Expenses not previously reimbursed and deferred Servicer Fees, Special Servicer Fees, and Servicing Advisor Fees not otherwise paid pursuant to any Supplement or other Transaction Document; (7k) seventhupon the occurrence of a Depositor Event of Default, an amount sufficient to reimburse the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, Certificateholders for any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first incurred by them in enforcing remedies available under Section 6.02 of this Section 4.4(a) due solely to the per annum limitation set forth thereinTrust Agreement; and (12l) twelfthto pay any and all remaining funds to the Holders of the Class D-R Certificates and, any funds remainingif no such Certificates are then Outstanding, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the IndentureDepositor. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee, the Owner Trustee and the Owner Delaware Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fourth Allocation of Principal, if any; (11) eleventh, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (1012) tenthtwelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (1213) twelfththirteenth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (aSubject to the adjustments provided for in Section 5.02(c) Unless the Notes have been accelerated pursuant to Section 5.2 of the IndentureTrust Agreement, on each Payment Date, the Relevant Trustee (based on information contained shall withdraw all funds then in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) Distribution Account for such Series and shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, disbursements in the following order of priority:priority (in accordance with the provisions of and instructions on the monthly Servicer Report): (1a) first, to pay the Indenture Trustee interest accrued as of that Payment Date on all outstanding Class A-R Certificates of this Series and any overdue interest; (b) to pay the Owner Trustee, interest accrued as of that Payment Date on all outstanding Class B-R Certificates of this Series and any overdue interest; (c) to pay the interest accrued as of that Payment Date first (i) on all outstanding Class C1-R Certificates of this Series and unpaid fees, reasonable expenses any overdue interest thereon and indemnification amounts then (including ii) on all outstanding Class C2-R Certificates of this Series and any such fees, expenses and indemnification amounts with respect overdue interest thereon; (d) to prior periods), and to the Asset Representations Reviewer, pay any accrued and unpaid fees Non-Usage Fees then due; (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts e) to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses of the Series Percentage of any Interest Collections in excess of Scheduled Expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer distributed pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a)) - (d) above, (b) or (e) of Section 5.1 to deposit into the Reserve Account an amount equal to the Series Percentage of the Indenture)amount necessary to bring the balance therein to an amount equal to the Reserve Account Required Balance; (2f) secondto the extent of any remaining Series Collections, to pay to the Servicer, Class A-R Certificateholders of this Series an amount equal to the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) thirdPrincipal Distribution Amount allocable this Series, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of the Outstanding Principal Amount of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A NotesCertificates until such Outstanding Principal Amount is repaid in full; (4g) fourth, for distribution to the Noteholders extent of any remaining Series Collections, to pay to the Class B-R Certificateholders of this Series an amount equal to the Principal Distribution Amount allocable this Series (and not already distributed pursuant to Section 8.2(bclause (f) above), to be applied to the payment of the Indenture, the First Allocation Outstanding Principal Amount of Principal, if anysuch Certificates until such Outstanding Principal Amount is repaid in full; (5h) fifthto the extent of any remaining Series Collections, to pay to the Class C1-R Certificateholders of this Series an amount equal to the Principal Distribution Amount allocable this Series (and not already distributed pursuant to clauses (f) and (g) above), to be applied to the payment of the Outstanding Principal Amount of such Certificates until such Outstanding Principal Amount is repaid in full; (i) to the extent of any remaining Series Collections, to pay to the Class C2-R Certificateholders of this Series an amount equal to the Principal Distribution Amount allocable this Series (and not already distributed pursuant to clauses (f), (g) and (h) above), to be applied to the payment of the Outstanding Principal Amount of such Certificates until such Outstanding Principal Amount is repaid in full; (j) to pay to the Class A-R Certificateholders an amount equal to that portion of the Certificate Interest Rate that would have otherwise accrued with respect to such Class in respect of a prior Payment Date but for the application of the Maximum Interest Rate, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Periodextent not already paid on a prior Payment Date; (6k) sixth, for distribution to pay to the Noteholders in accordance with Section 8.2(b) of the IndentureTrustee, the Second Allocation of PrincipalServicer, if anythe Special Servicer and the Servicing Advisor any other amounts due to them as expressly provided in the Trust Agreement or in the Servicing Agreement, including Recovery Expenses not previously reimbursed and deferred Servicer Fees, Special Servicer Fees, and Servicing Advisor Fees not otherwise paid pursuant to any Supplement or other Transaction Document; (7l) seventhupon the occurrence of a Depositor Event of Default, an amount sufficient to reimburse the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, Certificateholders for any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first incurred by them in enforcing remedies available under Section 6.02 of this Section 4.4(a) due solely to the per annum limitation set forth thereinTrust Agreement; and (12m) twelfthto pay any and all remaining funds to the Holders of the Class D-R Certificates and, any funds remainingif no such Certificates are then Outstanding, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the IndentureDepositor. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless From time to time and not less than monthly, the Notes have been accelerated Board of Directors shall review the Company’s accounts to determine whether the Company has available cash which is not necessary to retain and can be distributed to its Members. The Board of Directors shall cause the Company to set aside adequate reserves for normal replacements and contingencies (but not for the payment of fees payable to the Manager). The Company shall make Distributions to the Members pursuant to this Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.89.2(a) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priorityas follows: (1i) firstFirst, subject to the Indenture Trustee and the Owner Trusteerights of any holders of Preferred Shares specified in any Share Designation, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first distributions shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of allocated among the Class A NotesShares, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note InterestT Shares, the amounts available will be applied Class I Shares, the Class D Shares, the Class S Shares and the Class FA Shares (as well as any subsequently authorized Class) pro rata in proportion to the payment outstanding shares of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of PrincipalClass, if any; (5ii) fifth, to the Noteholders of the Class B NotesSecond, the Accrued Distributions allocable to any given Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first Section 9.2(a)(i) shall be distributed among the respective holders of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, Shares of such Class pro rata based on their Percentage Interests of such Class (with (x) the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration amount of the Notes, Distribution Fee payable by the Indenture Trustee shall apply all amounts on deposit in Company with respect to Class T Shares being deducted from the Collection Account Distributions available to Class T Shares pursuant to Section 5.4(b9.2(a)(i) and reserved by the Company for payment or paid by the Company to the Managing Dealer which amounts shall be deemed distributed to such holders of Class T Shares, (y) the amount of the IndentureDistribution Fee payable by the Company with respect to Class D Shares being deducted from the Distributions available to Class D Shares pursuant to Section 9.2(a)(i) and reserved by the Company for payment or paid by the Company to the Managing Dealer which amounts shall be deemed distributed to such holders of Class D Shares and (z) the amount of the Management Fee and Incentive Fee payable by the Company with respect to each Class of Shares being deducted from the Distributions available to each such Class of Shares pursuant to Section 9.2(a)(i) and reserved by the Company for payment or paid by the Company to the Manager). (b) After Following the payment in full Commencement of the Notes and all other amounts payable under Section 4.4(a)Initial Public Offering, all Collections shall be paid to the Company will make no Distributions of in-kind property except for Distributions of readily marketable securities, distributions of beneficial interests in a liquidating trust established for the dissolution of the Company or Distributions in connection with the liquidation of the assets in accordance with the instructions provided from time terms of this Agreement unless: (i) the Board of Directors advises each Member of the risks associated with direct ownership of the property, (ii) the Board of Directors offers each Member the election of receiving in-kind property Distributions, and (iii) the Company distributes in-kind property only to time those Members who accept such offer by the CertificateholdersBoard of Directors. A Member, regardless of the nature of the Member’s Capital Contribution, has no right to demand and receive any distribution from the Company in any form other than money.

Distributions. (a) Unless On each Determination Date, the Notes have been accelerated Servicer shall calculate all amounts required to be deposited or paid pursuant to this Section and deliver a Servicer’s Certificate pursuant to Section 5.2 of the Indenture, on 4.09. (b) On each Payment Date, the Relevant Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions on such Payment Date from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account for such Payment DateAccount, and, in the event of a shortfall in meeting the payments described in clauses (i) through (iii) below (an “Available Amounts Shortfall”), from amounts withdrawn from the Reserve Account, in the following order of and priority: (1i) firstto the Servicer, the Servicing Fee (and any accrued and unpaid Servicing Fees from prior Collection Periods), and Nonrecoverable Advances; (ii) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class of Notes at their respective Class A Rate on the Outstanding Amount as of the previous Payment Date after giving effect to all payments of principal to the Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Noteholders on prior Payment Dates over the amounts actually paid to the Noteholders on those prior Payment Dates, plus interest on any such shortfall at the related Class A Rate to the extent permitted by law; (iii) to the Principal Distribution Account, the Priority Principal Distribution Amount, if any; (iv) to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (v) to the Principal Distribution Account, the Regular Principal Distribution Amount; (vi) to the Indenture Trustee and the Owner Trustee, any accrued and unpaid feesTrust Fees and Expenses, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts in each case to the extent such fees and expenses have not been previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum Servicer in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth thereinits capacity as Administrator; and (12vii) twelfth, any funds Available Amounts remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issuedif any, to the Certificate Distribution Account. On each Payment Date, the Servicer shall instruct the Indenture Trustee to distribute (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.09), any amounts deposited into the Interest Distribution Account for distribution as payment of interest on the Notes pursuant to the Certificateholderspriority set forth in Section 8.02(d) of the Indenture and the Principal Distribution Account as payment of principal on the Notes pursuant to the priority set forth in Section 8.02(e) of the Indenture. Notwithstanding any other provision of this Section 4.4, following that the occurrence and during the continuation of an Event of Default which has resulted Notes have been paid in an acceleration of the Notesfull, the Indenture Trustee shall apply all amounts on deposit in continue to maintain the Collection Account pursuant hereunder until the Certificate Percentage Interest is reduced to Section 5.4(b) of the Indenturezero. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless the Notes have been accelerated pursuant Subject to Section 5.2 Article V of the Indenture, on each Payment Date, the Relevant Indenture Trustee (solely based on information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, Amount on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periodsCollection Periods; (3ii) thirdsecond, pro rata to the Noteholders of the Class A NotesNoteholders, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notesbasis; (4iii) fourththird, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(b8.2(c) of the Indenture, the First Allocation of Principal, if any; (5iv) fifthfourth, to the Noteholders of the Class B NotesNoteholders, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6v) sixthfifth, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b8.2(c) of the Indenture, the Second Allocation of Principal, if any; (7vi) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninthsixth, to the Reserve Account, any additional amounts required to cause increase the amount of cash on deposit in the Reserve Account up to equal the Specified Reserve Account Balance; (10vii) tenthseventh, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b8.2(c) of the Indenture, the Regular Allocation of Principal, if any; (11viii) eleventheighth, to the Indenture Trustee, the Owner Trustee and the Indenture Trustee, accrued and unpaid fees and reasonable expenses (including indemnification amounts) due and payable under this Agreement, the Trust Agreement, the Asset Representations Review Agreement and the Indenture, as applicable, which have not been previously paid; (ix) ninth, to the Asset Representations Reviewer, any accrued and unpaid feesfees and reasonable expenses (including indemnification amounts) due and payable under the Asset Representations Review Agreement which have not been previously paid; (x) tenth, to the Servicer, legal expenses and indemnification amounts not paid costs incurred pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein6.4(b); and (12xi) twelftheleventh, to or at the direction of the Certificateholder, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the CertificateholdersCertificateholder.

Distributions. (a) Unless On each Determination Date, the Notes have been accelerated Servicer shall calculate all amounts required to be deposited pursuant to this Section and deliver a Servicer's Certificate pursuant to Section 5.2 of the Indenture, on 4.09. (b) On each Payment Date, the Relevant Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s 's Certificate delivered on or before the related Determination Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account for such Payment DateAccount, and, in the event of a shortfall in meeting the payments described in clauses (i) through (v) below (an "Available Amounts Shortfall"), from amounts withdrawn from the Reserve Account, in the following order of and priority: (1i) firstto the Servicer, the Servicing Fee (and any accrued and unpaid Servicing Fees from prior Collection Periods), and Nonrecoverable Advances; (ii) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class A Notes at their respective Class A Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class A Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class A Noteholders on prior Payment Dates over the amounts actually paid to the Class A Noteholders on those prior Payment Dates, plus interest on any such shortfall at the related Class A Rate to the extent permitted by law; (iii) to the Principal Distribution Account, the First Priority Principal Distribution Amount, if any; (iv) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class B Notes at the Class B Rate on such Notes on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class B Noteholders on the preceding Payment Date and (b) the excess, if any, of the amount of interest payable to the Class B Noteholders on prior Payment Dates over the amounts actually paid to the Class B Noteholders on those prior Payment Dates, plus interest on any such shortfall at the Class B Rate to the extent permitted by law; (v) to the Principal Distribution Account, the Second Priority Principal Distribution Amount, if any; (vi) to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (vii) to the Principal Distribution Account, the Regular Principal Distribution Amount; (viii) to the Indenture Trustee and the Owner Trustee, any accrued and unpaid feesTrust Fees and Expenses, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts in each case to the extent such fees and expenses have not been previously paid by Santander Consumerthe Servicer; providedprovided that, howeveruntil the Notes have been paid in full, that fees, expenses and indemnification amounts payable the annual amount paid to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to Trustees out of Available Amounts described in this clause first (viii) shall be limited to not exceed $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein10,000; and (12ix) twelfth, any funds Available Amounts remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issuedif any, to the Certificate Distribution Account. On each Payment Date, the Servicer shall instruct the Indenture Trustee to distribute (based on the information contained in the Servicer's Certificate delivered on the related Determination Date pursuant to Section 4.09), any amounts deposited into the Principal Distribution Account for distribution as payment of principal on the Notes pursuant to priority set forth in Section 8.02(d) of the CertificateholdersIndenture. Notwithstanding any other provision of this Section 4.4, following that the occurrence and during the continuation of an Event of Default which has resulted Notes have been paid in an acceleration of the Notesfull, the Indenture Trustee shall apply all amounts on deposit in continue to maintain the Collection Account pursuant hereunder until the Certificate Percentage Interest is reduced to Section 5.4(b) of the Indenturezero. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless Prior to any acceleration of the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods), ) and any reasonable expenses and (including indemnification amounts to the extent amounts) not previously paid by Santander Consumerthe Servicer; provided, however, that feesthat, unless (i) an Event of Default or Servicer Termination Event has occurred and is continuing and (ii) the Controlling Party shall consent otherwise, expenses and indemnification amounts payable to the Indenture Trustee, Trustee and the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first and Section 5.4(b)(i) of the Indenture shall be limited to $300,000 150,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of Swap Counterparty, the Class A NotesNet Swap Payment; (4) fourth, to the Noteholders, on a pro rata basis, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (45) fourthfifth, provided that no Note Insurer Default has occurred and is continuing, to the Note Insurer, the Premium (including any prior unpaid Premiums) and the Reimbursement Obligations (excluding Reimbursement Obligations relating to payments made under the Note Insurance Policy with respect to principal of the Notes) due to the Note Insurer; (6) sixth, to the Principal Distribution Account for distribution to the Noteholders Holders of the Class A Notes, pursuant to Section 8.2(b8.2(c) of the Indenture, the First Allocation of Principal, if any; (57) fifthseventh, to the Noteholders of Note Insurer, all accrued and unpaid Premium and Reimbursement Obligations to the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Periodextent not paid pursuant to clause fifth; (6) sixth8) eighth, to the Principal Distribution Account for distribution to the Noteholders Holders of the Class A Notes, in accordance with Section 8.2(b8.2(c) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution on a pro rata basis, to the Noteholders Swap Counterparty, any Swap Termination Payments and to the Note Insurer, any reimbursement of payments made under the Swap Policy in accordance with Section 8.2(b) respect of the Indenture, the Regular Allocation of Principal, if anySwap Termination Payments; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations ReviewerIndenture Trustee, any accrued and unpaid feesfees and reasonable expenses (including indemnification amounts) permitted under this Agreement, expenses the Trust Agreement and indemnification amounts the Indenture, as applicable, which have not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth thereinbeen previously paid; and (12) twelfth, to or at the direction of the Residual Interestholder, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes Notes, all amounts payable to the Note Insurer under the Insurance Agreement, all amounts payable to the Swap Counterparty and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the CertificateholdersResidual Interestholder.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods), ) and any reasonable expenses and (including indemnification amounts to the extent amounts) not previously paid by Santander Consumerthe Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, Trustee and the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 200,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, make any Distribution, other than the following (collectively, “Permitted Distributions”): (a) Unless the Notes have been accelerated pursuant each Restricted Subsidiary may make Distributions to Section 5.2 of the Indenture, on each Payment DateHoldings, the Relevant Trustee Borrower and to other Restricted Subsidiaries (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Dateand, in the following order case of priority: (1) firsta Distribution by a non-Wholly Owned Restricted Subsidiary, to Holdings, the Indenture Trustee Borrower and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), other Restricted Subsidiary and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence each other owner of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment Stock of such interest on the Class A Notes Restricted Subsidiary on a pro rata basis based on their relative ownership interests of the amount relevant class of interest payable to each Class of Class A NotesStock); (4i) fourth, Holdings and the Borrower may (or may make Distributions to permit any Parent Entity to) redeem in whole or in part any of its Stock for distribution another class of its (or such Parent Entity’s) Stock or rights to acquire its Stock or with proceeds from substantially concurrent equity contributions or issuances of new Stock; provided that any terms and provisions material to the Noteholders interests of the Lenders, when taken as a whole, contained in such other class of Stock are at least as advantageous to the Lenders as those contained in the Stock redeemed thereby and (ii) Holdings may declare and make any Distribution payable solely in the Stock (other than Disqualified Stock not otherwise permitted by Section 8.12) of Holdings; (c) [reserved]; (d) to the extent constituting Distributions, Holdings and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 8.11 (other than pursuant to Section 8.2(bclause (p) of the Indenture, the First Allocation definition of Principal, if any“Permitted Investments” or Sections 8.14(g)); (5e) fifth, to the Noteholders repurchases of Stock of the Class B NotesBorrower (or any Parent Entity) or any Restricted Subsidiary deemed to occur upon exercise, vesting and/or settlement of Stock if such Stock represents a portion of the Accrued Class B Note Interest exercise price thereof or any portion of required withholding or similar taxes due and accrued for upon the related Interest Periodexercise, vesting and/or settlement thereof; (6f) sixthso long as no Default or Event of Default shall be continuing, the Borrower or any Restricted Subsidiary may pay (or make Distributions to allow any Parent Entity to pay) for distribution the repurchase, retirement or other acquisition or retirement for value of Stock of it or any Parent Entity (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Stock) held by any future, present or former employee, director, officer or other individual service provider (or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributes of any of the Noteholders in accordance with Section 8.2(bforegoing) of the IndentureBorrower (or any Parent Entity) or any of the other Restricted Subsidiaries pursuant to any employee, management or director equity plan, employee, management or director stock option plan or any other employee, management or director benefit plan or any agreement (including any stock option or stock appreciation or similar rights plan, any management, director and/or employee stock ownership or equity-based incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement) with any employee, director, officer or other individual service provider of the Second Allocation of PrincipalBorrower (or any Parent Entity) or any Restricted Subsidiary; provided that any such payments do not exceed (i) $10,000,000 in any Fiscal Year, if any; plus (7ii) seventh, all net cash proceeds obtained by any Parent Entity (and contributed to the Noteholders Borrower) or the Borrower during such calendar year from the sale or issuance of Class C Notessuch Stock to other present or former officers, employees, directors and other individual service provider in connection with any plans or agreements set forth above in this clause (f) plus (iii) all net cash proceeds obtained from any key-man life insurance policies received by the Accrued Class C Note Interest due and accrued Borrower during such calendar year; provided that any unused portion of the preceding basket calculated pursuant to clauses (i) through (iii) above for the related Interest Period; (8) eighth, for distribution any Fiscal Year may be carried forward to the Noteholders next two (2) succeeding Fiscal Years up to a maximum of $15,000,000 in accordance with Section 8.2(bthe aggregate in any Fiscal Year; provided, further, that cancellation of Debt owing to Holdings (or any Parent Entity of Borrower) or any of its Restricted Subsidiaries from employees, directors, officers or other individual service providers of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve AccountBorrower, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, Borrower’s Parent Entity or any of Holdings’ Restricted Subsidiaries in connection with a repurchase of Stock of any of the Regular Allocation of Principal, if any; (11) eleventh, Borrower’s Parent Entity will not be deemed to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first constitute a Distribution for purposes of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding covenant or any other provision of this Agreement; (g) Holdings and its Restricted Subsidiaries may make Distributions to any direct or indirect owner thereof (including but not limited to any Parent Entity of Borrower): (i) the proceeds of which will be used to pay: (A) for any taxable period for which Manufacturing, the Borrower or any of its Subsidiaries is a member of a combined, consolidated or similar tax group for U.S. federal, state or local Tax purposes of which a direct or indirect parent of the Borrower is the common parent (a “Tax Group”), the portion of any consolidated, combined or similar Tax liability of such Tax Group for such taxable period attributable to the income or operations of Manufacturing, the Borrower and its Subsidiaries; provided that (x) no such payments shall exceed the Tax liability that would have been imposed on Manufacturing, the Borrower and/or the applicable Subsidiaries had such entity(is) paid such Taxes on a stand-alone basis (or as a stand-alone group) and (y) any such payments attributable to an Unrestricted Subsidiary shall be limited to the amount of any cash paid by such Unrestricted Subsidiary to the Borrower or any Restricted Subsidiary for such purpose; or (B) with respect to any taxable period for which Holdings or any of its Subsidiaries is classified as a disregarded entity or partnership for U.S. federal, state or local Tax purposes, an aggregate amount necessary to provide its direct and indirect equity holders with funds sufficient to pay their Tax liabilities, including estimated tax liabilities, attributable to their direct or indirect allocable shares of income, gain, losses, deductions and credits of Holdings and its Subsidiaries classified as partnerships or disregarded entities for U.S. federal income tax purposes during their period of direct or indirect ownership through partnerships or disregarded entities in such entity with respect to such taxable year taking into account any applicable deductions pursuant to Section 4.4199A (as determined by Holdings or its Subsidiaries after consultation with the applicable equity holder); (ii) the proceeds of which shall be used to pay such Parent Entity’s operating costs and expenses incurred in the ordinary course of business, other overhead costs and expenses and fees (including administrative, legal, accounting and similar expenses provided by third parties as well as trustee, directors and general partner fees) which are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of Manufacturing, the Borrower and its Subsidiaries (including any reasonable and customary indemnification claims made by directors or officers of Parent Entity attributable to the direct or indirect ownership or operations of Manufacturing, the Borrower and its Subsidiaries) and fees and expenses otherwise due and payable by the Borrower or any other Restricted Subsidiary of Holdings and permitted to be paid by the Borrower or such Restricted Subsidiary under this Agreement not to exceed $5,000,000 in any Fiscal Year; (iii) the proceeds of which shall be used to pay franchise and excise taxes, and other fees and expenses, required to maintain its (or any of its direct or indirect parents’) existence; (iv) to finance any Permitted Acquisition or similar Investment; provided that (A) such Distribution shall be made substantially concurrently with the closing of such Investment and (B) the Borrower or such Parent Entity shall, immediately following the occurrence closing thereof, cause all property acquired (whether assets or Stock) to be held by or contributed to the Borrower or a Restricted Subsidiary of Holdings; (v) the proceeds of which shall be used to pay customary costs, fees and during expenses (other than to Affiliates) related to any unsuccessful Stock or Debt offering, Refinancing, issuance or incurrence transaction or any Disposition, acquisition or Investment permitted by this Agreement; and (vi) the continuation proceeds of an which shall be used to pay customary salary, compensation, bonus and other benefits payable to officers, employees, consultants and other service providers of any Parent Entity or partner of the Borrower to the extent such salaries, compensation, bonuses and other benefits are attributable to the ownership or operation of Holdings and its Restricted Subsidiaries; (h) the Borrower or any Restricted Subsidiary of Holdings may pay any dividend or distribution within sixty (60) consecutive calendar days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement; (i) the Borrower or any Restricted Subsidiary of Holdings may (a) pay cash in lieu of fractional Stock in connection with any dividend, split or combination thereof or any Permitted Acquisition (or other similar Investment) and (b) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms; (j) in addition to the foregoing Distributions (i) the Borrower or any Restricted Subsidiary of Holdings may make additional Distributions so long as the Specified Conditions shall have been satisfied with respect thereto at the time of (and after giving effect to) such Distributions, (ii) so long as no Default or Event of Default which has resulted shall have occurred and be continuing or would result therefrom, the Borrower or any Restricted Subsidiary of Holdings may make additional Distributions, measured at the time made, in an acceleration aggregate amount not to exceed $5,000,000 and (iii) so long as no Default or Event of the NotesDefault shall have occurred and be continuing or would result therefrom, the Indenture Trustee shall apply all amounts on deposit Borrower may make additional Distributions in an aggregate amount not to exceed an amount equal to the Collection Account pursuant to Section 5.4(b) of Available Equity Amount at the Indenture.time such Distributions are paid; and (bk) After the payment Borrower may pay (or may make Distributions to allow any Parent Entity to) Distributions in full an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, manager, consultant or other service provider (or its Affiliates, or any of the Notes their respective estates or immediate family members) and all other amounts payable under Section 4.4(a), all Collections shall be paid to or any repurchases of Stock in accordance consideration of such payments including deemed repurchases in connection with the instructions provided from time to time by the Certificateholdersexercise of Stock options.

Distributions. (a) Unless On each Distribution Date, the Notes have been accelerated Certificate Administrator, on behalf of the Trustee, will first distribute the Prepayment Charges collected on the Group I Mortgage Loans and on the Group II Mortgage Loans during the prior Prepayment Period to the Holders of the Class P Certificates. After making that distribution, the Certificate Administrator, on behalf of the Trustee, shall (based solely on the information provided to the Trustee by the Certificate Administrator pursuant to Section 5.2 4.03 hereof) withdraw from the Distribution Account that portion of REMIC Available Funds for such Distribution Date consisting of the Indenture, on each Payment Interest Remittance Amount for such Distribution Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall and make the following deposits disbursements and distributionstransfers in the order of priority described below, in each case to the extent of Available Funds the Interest Remittance Amount remaining for such Distribution Date: (i) On each Distribution Date, the Certificate Administrator, on behalf of the Trustee, will distribute, pro rata from both the Group I Interest Remittance Amount and the Reserve Account Draw Group II Interest Remittance Amount, the Certificate Administrator Fee which is due on deposit in that Distribution Date to the Collection Account for such Payment DateCertificate Administrator. After making that distribution, the Certificate Administrator, on behalf of the Trustee, will then apply the remaining Interest Remittance Amount to the payment of interest then due on the certificates in the following order of priority: (1A) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (on each Distribution Date prior to the occurrence of an Event of Default Class I Termination Date, payable from the Group I Interest Remittance Amount and the Group II Interest Remittance Amount, to the Holders of the type described in clauses (a)Class I Certificates, (b) or (e) of Section 5.1 of the Indenture)Class I Monthly Interest Distributable Amount; (2B) second, to the Servicerconcurrently, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods;equal priority of payment: (3I) third, to payable solely from the Noteholders of the Class A Notes, the Accrued Class A Note Group I Interest due and accrued Remittance Amount for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, Distribution Date or, to the extent Definitive Certificates have been issuedthat the Group I Interest Remittance Amount is less than the related REMIC Monthly Interest Distributable Amount for the Class A-1 Certificates, also from the Group II Cross Collateralization Amount for that Distribution Date, to the Certificate Holders of the Class A-1 Certificates, the REMIC Monthly Interest Distributable Amount for such Class; (II) payable solely from the Group II Interest Remittance Amount for that Distribution Account for distribution Date or, to the Certificateholders. Notwithstanding any other provision of this Section 4.4extent that the Group II Interest Remittance Amount is less than the related REMIC Monthly Interest Distributable Amount for the Class A-2 Certificates, following also from the occurrence and during Group I Cross Collateralization Amount for that Distribution Date, to the continuation of an Event of Default which has resulted in an acceleration Holders of the NotesClass A-2 Certificates, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture.REMIC Monthly Interest Distributable Amount for such Class; and (bIII) After payable from both the payment in full of Group I Interest Remittance Amount and the Notes and all other amounts payable under Section 4.4(a)Group II Interest Remittance Amount, all Collections the Class AIO Monthly Interest Distributable Amount, which shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.as follows:

Distributions. (a) Unless No later than 12:00 noon Pennsylvania time on the Notes have been accelerated pursuant fourth Business Day preceding each Distribution Date, the Servicer shall deliver to Section 5.2 the Trustee a report in computer-readable form containing such information as to each Mortgage Loan as of such Distribution Date and such other information as the IndentureTrustee shall reasonably require. With respect to the Certificate Account, on each Payment Distribution Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits allocations, disbursements and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, transfers in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and an amount equal to the Asset Representations Reviewer, Trustee's Fees then due to it; (ii) from amounts then on deposit in the Certificate Account (excluding any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts Insured Payments) to the extent Certificate Insurer the lesser of (x) the excess of (i) the amount then on deposit in the Certificate Account over (ii) the Insured Distribution Amount for such Distribution Date and (y) the sum of (i) the amount of all Reimbursement Amounts which have not been previously paid repaid as of such Distribution Date and any other amounts then due to the Certificate Insurer pursuant to the Insurance and Indemnity Agreement and (ii) the Premium Amount; (iii) from amounts then on deposit in the Certificate Account, pro rata, (A) to the Owners of the Class A-1 Certificates, the Class A-1 Distribution Amount for such Distribution Date; (B) to the Owners of the Class A-2 Certificates, the Class A-2 Distribution Amount for such Distribution Date; (C) to the Owners of the Class A-3 Certificates, the Class A-3 Distribution Amount for such Distribution Date; (D) to the Owners of the Class A-4 Certificates, the Class A-4 Distribution Amount for such Distribution Date; (E) to the Owners of the Class A-5 Certificates, the Class A-5 Distribution Amount for such Distribution Date; and (F) to the Owners of the Class A-6 Certificates, the Class A-6 Distribution Amount for such Distribution Date; (iv) following the making by Santander Consumerthe Trustee of all allocations, transfers and disbursements described above, from amounts then on deposit in the Certificate Account, the Trustee shall distribute to the Holders of the Class R Certificates, the amount remaining in the Certificate Account on such Distribution Date, if any; provided, however, that feesif, expenses and indemnification amounts payable on any Distribution Date, (x) the Certificate Insurer is then in default under the Certificate Insurance Policy relating to the Indenture TrusteeMortgage Loans and (y) a Subordination Deficit exists, then any distribution of the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first Principal Distribution Amount on such Distribution Date shall be limited to $300,000 per annum in the aggregate (prior made pro rata to the occurrence Owners of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders each of the Class A NotesCertificates. Notwithstanding the foregoing, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the aggregate amounts available will be applied distributed on all Distribution Dates to the payment Holders of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to Certificates on account of principal shall not exceed the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued Original Certificate Principal Balance for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the IndentureA Certificates. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless On each Distribution Date (or, if both the Notes have been accelerated Accounts are not maintained by the Trustee, on the Business Day immediately preceding each Distribution Date), the Trustee shall cause to be made the following transfers and distributions in immediately available funds in the amounts set forth in the Servicer's Certificate for such Distribution Date: (i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 5.2 of 4.02(b) or (c)) to the IndentureCollection Account, on the aggregate Applied Payments Ahead; and (ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 4.02(b) or (c), from the Collection Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period. (b) On each Payment Determination Date, the Relevant Trustee (based Servicer shall calculate the Available Interest, the Available Principal, the Class A Distributable Amount, the Class B Distributable Amount, the amount to be distributed to Certificateholders of each Class and all other distributions to be made on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant Distribution Date. (c) The rights of the Class B Certificateholders to Section 3.8) receive distributions in respect of the Class B Certificates shall be and hereby are subordinated to the rights of the Class A Certificateholders to receive distributions in respect of the Class A Certificates to the extent provided in this Section. On each Distribution Date, the Trustee shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in distributions from the Collection Account for such Payment Date, in the following order of priority: (1) first, to priority and in the Indenture Trustee and amounts set forth in the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any Servicer's Certificate for such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander ConsumerDistribution Date; provided, however, that feesexcept as otherwise provided in Sections 4.05(a) or 4.06(a), expenses and indemnification amounts payable such distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period: (i) to the Indenture TrusteeServicer from Available Interest or Available Principal, any payments in respect of Nonrecoverable Advances required pursuant to Section 4.04(c); (ii) to the Servicer, from Available Interest (after giving effect to any reduction in Available Interest described in clause (i) above), the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) to the occurrence Class A Certificateholders of an Event of Default of record, from Available Interest (after giving effect to the type reduction in Available Interest described in clauses (ai) and (ii) above), (b) or (e) of Section 5.1 of the Indenture); (2) second, an amount equal to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders sum of the Class A Notes, the Accrued Interest Distributable Amount and any outstanding Class A Note Interest due and accrued for Carryover Shortfall from the related immediately preceding Distribution Date and, if such Available Interest Period; providedis insufficient, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourthCertificateholders will receive such shortfall first, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of from the Class B Notes, the Accrued Class B Note Interest due Percentage of Available Principal and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principalsecond, if any; (7) seventhsuch amounts are still insufficient, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash from monies on deposit in the Reserve Account to equal the Specified Reserve Account BalanceFund; (10iv) tenth, for distribution to the Noteholders Class B Certificateholders of record, from Available Interest (after giving effect to the reduction in accordance with Section 8.2(bAvailable Interest described in clauses (i), (ii) and (iii) above), an amount equal to the sum of the IndentureClass B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall from the immediately preceding Distribution Date and, if such Available Interest is insufficient, the Regular Allocation of Principal, if anyClass B Certificateholders will receive such shortfall from monies on deposit in the Reserve Fund; (11v) eleventh, to the Indenture TrusteeClass A Certificateholders of record, from Available Principal (after giving effect to any reduction in Available Principal described in clauses (i) and (iii) above), an amount equal to the sum of the Class A Principal Distributable Amount and any outstanding Class A Principal Carryover Shortfall from the immediately preceding Distribution Date and, if such Available Principal is insufficient, the Owner Trustee and the Asset Representations ReviewerClass A Certificateholders will receive such shortfall first, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely from Available Interest (after giving effect to the per annum limitation set forth thereinreduction in Available Interest described in clauses (i) through (iv) above) and second, if such amounts are still insufficient, from monies on deposit in the Reserve Fund; and (12vi) twelfth, any funds remaining, to the CertificateholdersClass B Certificateholders of record, pro rata based on the Percentage Interest of each Certificateholder, or, from Available Principal (after giving effect to the extent Definitive Certificates have been issuedreduction in Available Principal described in clauses (i), (iii) and (v) above), an amount equal to the Certificate sum of the Class B Principal Distributable Amount and any outstanding Class B Principal Carryover Shortfall from the immediately preceding Distribution Account for distribution Date and, if such Available Principal is insufficient, the Class B Certificateholders will receive such shortfall first, from Available Interest (after giving effect to the Certificateholders. Notwithstanding any other provision of this Section 4.4reduction in Available Interest described in clauses (i) through (v) above) and second, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notesif such amounts are still insufficient, the Indenture Trustee shall apply all amounts from monies on deposit in the Collection Account pursuant to Section 5.4(b) of the IndentureReserve Fund. (bd) After On each Distribution Date, the Trustee shall deposit any Excess Amounts into the Reserve Fund until the amount on deposit therein equals the Specified Reserve Fund Balance and shall distribute the remainder, if any, to the Seller. (e) Subject to Section 10.01 respecting the final payment upon retirement of each Certificate, the Servicer shall on each Distribution Date instruct the Trustee to distribute to each Certificateholder of any Class of record on the related Record Date by check mailed to such Certificateholder at the address of such Holder appearing in full the Certificate Register (or, if DTC, its nominee or a Clearing Agency is the relevant Certificateholder, by wire transfer of the Notes and all immediately available funds or pursuant to other amounts payable under Section 4.4(aarrangements), all Collections shall the amount to be paid distributed to or in accordance with the instructions provided from time such Certificateholder pursuant to time by the Certificateholderssuch Holder's Certificates.

Distributions. (a) Unless The Servicer shall calculate all amounts required to be deposited pursuant to this Section and deliver a Servicer’s Certificate on or before the Notes have been accelerated second Business Day prior to each Payment Date pursuant to Section 5.2 4.09. (b) On each Payment Date, except as specified in Section 5.04(b) of the Indenture, on each Payment Date, the Relevant Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on or before the related Determination second Business Day prior to each Payment Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account for such Payment DateAccount, including amounts deposited pursuant to Section 5.06(b), in the following order of and priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all Fee, including any unpaid Servicing Fees with respect to one or more prior periodsCollection Periods, and Advances not previously reimbursed to the Servicer; (3ii) third, to the Noteholders of the Class A NotesNoteholders, (a) the Accrued Class A Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod on each of the Class A Notes at their respective interest rates on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class A Noteholders on the preceding Payment Date; providedand (b) the excess, if any, of the amount of interest payable to the Class A Noteholders on those prior Payment Dates over the amounts actually paid to the Class A Noteholders on those prior Payment Dates, plus interest on any such shortfall at their respective interest rates to the extent permitted by law; provided that if there are not sufficient funds available to pay the entire amount of the Accrued accrued and unpaid interest on the Class A Note InterestNotes, the amounts available will shall be applied to the payment of such interest on the Class A Notes on a pro rata basis based on upon the amount of interest payable to due on each Class of Class A Notes; (4iii) fourthto the Noteholders, for distribution to the Noteholders pursuant to Section 8.2(b8.02(d) of the Indenture, the First Allocation of PrincipalPriority Principal Distribution Amount, if any; (5iv) fifth, to the Noteholders of the Class B NotesNoteholders, (a) the Accrued Class B Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod on each of the Class B Notes at the Class B Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class B Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class B Noteholders on prior Payment Dates over the amounts actually paid to the Class B Noteholders on those prior Payment Dates, plus interest on any such shortfall at the Class B Rate to the extent permitted by law; (6v) sixthto the Noteholders, for distribution pursuant to the Noteholders in accordance with Section 8.2(b8.02(d) of the Indenture, the Second Allocation of PrincipalPriority Principal Distribution Amount, if any; (7vi) seventh, to the Noteholders of Class C NotesNoteholders, (a) the Accrued Class C Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod on each of the Class C Notes at the Class C Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class C Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class C Noteholders on prior Payment Dates over the amounts actually paid to the Class C Noteholders on prior Payment Dates, plus interest on any such shortfall at the Class C Rate to the extent permitted by law; (8) eighthvii) to the Noteholders, for distribution pursuant to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b8.02(d) of the Indenture, the Regular Allocation of PrincipalPrincipal Distribution Amount; (viii) to the Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount on deposit in that account to equal the Reserve Account Required Amount; (11ix) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations ReviewerOwner Trustee, any reimbursements, expenses and indemnification amounts, in each case to the extent such reimbursements, expenses and indemnification amounts have not been previously paid by the Servicer and to the Securities Intermediary, any accrued and unpaid fees, indemnification expenses and indemnification amounts not paid pursuant owed to clause first of this Section 4.4(a) due solely to the per annum limitation set forth thereinit; and (12x) twelfthto the Owner Trustee or its agent, any funds remaining, remaining Available Amounts indicated in the Servicer’s Report to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to be for deposit into the Certificate Distribution Account (as defined in the Trust Agreement) for subsequent distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account Certificateholder pursuant to Section 5.4(b) 5.02 of the IndentureTrust Agreement. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless On or before each Determination Date, the Notes have been accelerated pursuant Servicer shall calculate all amounts to Section 5.2 of be deposited in the IndentureClass A Distribution Account and the Class B Distribution Account, which calculations shall be set forth in the Servicer's Certificate delivered to the Trustee on or before such Determination Date. (b) On each Payment Date, after making the Relevant Trustee (based reimbursements to the Servicer from amounts on information contained deposit in the Servicer’s Certificate delivered on or before the related Determination Date Collection Account of Outstanding Advances pursuant to Section 3.8) 7.3, the Trustee shall withdraw from the Collection Account, the Available Interest and Available Principal for such Payment Date, withdraw from the Reserve Account such amounts as may be required to satisfy amounts requested by the Servicer for such Payment Date, make the following deposits and distributions, if necessary, based solely on the information contained in the Servicer's Certificate, to the extent of Available Funds and amounts available from the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Dateindicated sources, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, first from Available Interest, and then, if necessary, from the Available Reserve Amount, any unpaid Servicing Fee owing to such Servicer for the related Collection Period and all unpaid Servicing Fees with respect from prior Collection Periods less any amounts owing to prior periodsthe Trustee pursuant to Section 13.7 hereof, which shall be paid to the Trustee; (3ii) thirdto the Class A Distribution Account, first from Available Interest, then, if necessary, from the Available Reserve Amount, and finally, if necessary, from the Class B Percentage of Available Principal, the Class A Interest Distribution for such Payment Date; and (iii) to the Class B Distribution Account, first from Available Interest, and then, if necessary, from the Available Reserve Amount, the Class B Interest Distribution for such Payment Date. (c) On each Payment Date, the Trustee shall make the following deposits and distributions (based on the information contained in the Servicer's Certificate), to the Noteholders extent of the portion of Available Principal, Available Interest and the Available Reserve Amount (to be applied in that order of priority) remaining after the application of clauses (i), (ii) and (iii) above, in the following priority: (i) to the Class A NotesDistribution Account, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A NotesPrincipal Distribution for such Payment Date; (4ii) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the IndentureClass B Distribution Account, the First Allocation of Principal, if anyClass B Principal Distribution for such Payment Date; (5iii) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued Collateral Agent for the related Interest Period; (6) sixth, for distribution to the Noteholders deposit in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause remaining, until the amount of cash on deposit in the Reserve Account to equal equals the Specified Reserve Account Balance;; and (10iv) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the IndentureDepositor, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any amount remaining less any accrued and unpaid fees, Trustee fees and expenses and indemnification amounts not which shall be paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; andTrustee; (12d) twelfthOn each Payment Date, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Class A Distribution Account pursuant will be distributed pro rata to the Class A Certificateholders by the Trustee and all amounts on deposit in the Class B Distribution Account will be distributed pro rata to the Class B Certificateholders by the Trustee. Except as provided in Section 5.4(b) 14.1, payments under this paragraph shall be made to the Certificateholders by check mailed by the Trustee to each Holder's respective address of record (or, in the case of Certificates registered in the name of a Clearing Agency, or its nominee, by wire transfer of immediately available funds). To the extent that the Trustee is required to wire funds to the Certificateholders from the Class A Distribution Account or the Class B Distribution Account, as applicable, it shall request the bank maintaining the Class A Distribution Account or the Class B Distribution Account, as applicable, to make a wire transfer of the Indentureamount to be distributed and to confirm such wire transfer. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Relevant Trustee (based on information contained Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited in the Servicer’s Series 2001-A Certificate delivered on or before Account during the related Determination Date pursuant Related Collection Period such amount of funds as are necessary to Section 3.8) provide for the payments set forth below and shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, payments in the following order of priorityon such Distribution Date: (1i) firstFIRST, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and the Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Interest due on such Distribution Date and any Additional Amounts with respect to the Series 2001-A Series shall be distributed PRO RATA to each Series 2001-A Certificateholder; (iii) THIRD, if (but only if) a Series 2001-A Rapid Amortization Period has not commenced, an amount equal to the Series 2001-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2001-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2001-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2001-A Certificate Balance shall be distributed PRO RATA to each Series 2001-A Certificateholder; (v) FIFTH, to the Indenture Trustee and the Owner Trustee, Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such feesindemnification amounts) or other obligations payable from the Trust Assets are payable, expenses and indemnification amounts with respect to prior periods), and an amount up to the Asset Representations Reviewer, any accrued and aggregate of such unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)obligations; (2vi) secondSIXTH, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis Subordinated Certificateholders PRO RATA based on the principal amount of interest payable each Subordinated Certificate held by such Person in an amount not to each Class exceed the outstanding balance of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth thereinsuch Subordinated Certificates; and (12vii) twelfthSEVENTH, any funds remaining, all remaining amounts to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration Sellers as Holders of the NotesSellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indentureeach case by wire transfer. (b) After The Paying Agent shall make all distributions to each Series 2001-A Certificateholder of record on the payment immediately preceding Record Date (other than as provided in full Section 9.3 of the Notes and all other amounts payable under Section 4.4(aMaster Trust Agreement respecting a final distribution), all Collections . Such distributions shall be paid made PRO RATA to or in accordance with each Series 2001-A Certificateholder (based on the instructions provided from time ratio of the portion of the Series 2001-A Certificate Balance represented by each Series 2001-A Certificate held by such Certificateholder to time the Series 2001-A Certificate Balance) by wire transfer to each Series 2001-A Certificateholder as such Person's address appears on the CertificateholdersCertificate Register.

Distributions. (a) Unless the Notes have been accelerated The Servicer shall calculate all amounts required to be deposited pursuant to this Section and deliver a Servicer’s Certificate two Business Days prior to each Payment Date pursuant to Section 5.2 4.09. (b) On each Payment Date, except as specified in Section 5.04(b) of the Indenture, on each Payment Date, the Relevant Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on or before the related Determination two Business Days prior to each Payment Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account, and to the extent of any Reserve Account for such Payment Date, Withdrawal Amount from amounts withdrawn from the Reserve Account in the following order of and priority: (1i) firstto the Servicer, the Servicing Fee, including any unpaid Servicing Fees with respect to one or more prior Collection Periods, and Advances not previously reimbursed to the Servicer; (ii) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class A Notes at their respective interest rates on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class A Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class A Noteholders on those prior Payment Dates over the amounts actually paid to the Class A Noteholders on those prior Payment Dates, plus interest on any such shortfall at their respective interest rates to the extent permitted by law; (iii) to the Principal Distribution Account, the First Priority Principal Distribution Amount, if any; (iv) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class B Notes at the Class B Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class B Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class B Noteholders on prior Payment Dates over the amounts actually paid to the Class B Noteholders on those prior Payment Dates, plus interest on any such shortfall at the Class B Rate to the extent permitted by law; (v) to the Principal Distribution Account, the Second Priority Principal Distribution Amount, if any; (vi) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class C Notes at the Class C Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class C Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class C Noteholders on prior Payment Dates over the amounts actually paid to the Class C Noteholders on prior Payment Dates, plus interest on any such shortfall at the Class C Rate to the extent permitted by law; (vii) to the Principal Distribution Account, the Third Priority Principal Distribution Amount, if any; (viii) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class D Notes at the Class D Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class D Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class D Noteholders on prior Payment Dates over the amounts actually paid to the Class D Noteholders on prior Payment Dates, plus interest on any such shortfall at the Class D Rate to the extent permitted by law; (ix) to the Principal Distribution Account, the Regular Principal Distribution Amount; (x) to the Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount on deposit in that account to equal the Reserve Account Required Amount; (xi) to the Indenture Trustee and the Owner Trustee, any accrued reimbursements and unpaid feesexpenses, reasonable in each case to the extent such reimbursements and expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), have not been previously paid by the Servicer and to the Asset Representations ReviewerSecurities Intermediary, any accrued and unpaid fees (including unpaid fees with respect indemnification expenses owed to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth thereinit; and (12xii) twelfthany Available Amounts remaining, any funds remainingif any, to the CertificateholdersOwner Trustee or its agent, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to for deposit into the Certificate Distribution Account for (as defined in the Trust Agreement) and subsequent distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account Certificateholder pursuant to Section 5.4(b) 5.01 of the IndentureTrust Agreement. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on [RESERVED] (b) On each Payment Distribution Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) Securities Administrator shall make the following deposits and distributionsdistributions from funds then available in the Certificate Account, of an amount equal to the extent of Available Interest Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner TrusteeClass P Certificates, an amount equal to any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts Prepayment Charges received with respect to prior periods)the Mortgage Loans and all amounts paid by the Servicer, the Seller or the Transferor in respect of Prepayment Charges pursuant to this Agreement or the Transfer Agreement, as applicable, and all amounts received in respect of any indemnification paid as a result of a Prepayment Charge being unenforceable in breach of the representations and warranties set forth in the Sale Agreement or the Transfer Agreement for the related Prepayment Period; (ii) to each class of the Asset Representations ReviewerClass A-1, Class A-2 and Class R Certificates, the Current Interest and any accrued and unpaid fees (including unpaid fees Interest Carry Forward Amount with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumereach such class; provided, however, that feesif Interest Funds are insufficient to make a full distribution of the aggregate Current Interest and the aggregate Interest Carry Forward Amount to the Class A-1, expenses Class A-2 and Class R Certificates, Interest Funds will be distributed pro rata among each class of the Class A-1, Class A-2 and Class R Certificates based upon the ratio of (x) the Current Interest and Interest Carry Forward Amount for each class of the Class A-1, Class A-2 and Class R Certificates to (y) the total amount of Current Interest and any Interest Carry Forward Amount for the Class A-1, Class A-2 and Class R Certificates in the aggregate; (iii) to the Class A-3 Certificates, the Current Interest for such class and any Interest Carry Forward Amount with respect to such class; (iv) to the Class M-1 Certificates, the Current Interest for such class and any Interest Carry Forward Amount with respect to such class; (v) to the Class M-2 Certificates, the Current Interest for such class and any Interest Carry Forward Amount with respect to such class; (vi) to the Class M-3 Certificates, the Current Interest for such class and any Interest Carry Forward Amount with respect to such class; (vii) to the Class M-4 Certificates, the Current Interest for such class and any Interest Carry Forward Amount with respect to such class; (viii) to the Class M-5 Certificates, the Current Interest for such class and any Interest Carry Forward Amount with respect to such class; (ix) to the Class M-6 Certificates, the Current Interest for such class and any Interest Carry Forward Amount with respect to such class; (x) pro rata to each class of the Class B-1 Certificates, the Current Interest for each such class and any Interest Carry Forward Amount with respect to each such class; (xi) pro rata to each class of the Class B-2 Certificates, the Current Interest for each such class and any Interest Carry Forward Amount with respect to each such class; (xii) pro rata to each class of the Class B-3 Certificates, the Current Interest for each such class and any Interest Carry Forward Amount with respect to each such class; (xiii) pro rata to each class of the Class B-4 Certificates, the Current Interest for each such class and any Interest Carry Forward Amount with respect to each such class; and (xiv) any remainder pursuant to Section 4.04(f) hereof. On each Distribution Date, subject to the proviso in (ii) above, Interest Funds received on the Group One Mortgage Loans will be deemed to be distributed to the Class R and Class A-1 Certificates and Interest Funds received on the Group Two Mortgage Loans will be deemed to be distributed to the Class A-2 Certificates, in each case, until the related Current Interest and Interest Carry Forward Amount of each such class of Certificates for such Distribution Date has been paid in full. Thereafter, Interest Funds not required for such distributions are available to be applied to if necessary, to the class or classes of Certificates that are not related to such group of Mortgage Loans. (c) [RESERVED] (d) On each Distribution Date, the Securities Administrator shall make the following distributions from the Certificate Account of an amount equal to the Principal Distribution Amount in the following order of priority, and each such distribution shall be made only after all distributions pursuant to Section 4.04(b) above shall have been made until such amount shall have been fully distributed for such Distribution Date: (i) to the Class A Certificates (other than the Class A-3 Certificate), the Class A Principal Distribution Amount shall be distributed as follows: (a) the Group One Principal Distribution Amount will be distributed as follows: sequentially to the Class R and Class A-1 Certificates, until the Certificate Principal Balance of each such class has been reduced to zero; (b) the Group Two Principal Distribution Amount will be distributed as follows: pro rata, to the Class A-2A Certificates and the Class A-2B Certificates until the Certificate Principal Balance of each such class has been reduced to zero; provided, however, that on and after the Distribution Date on which the aggregate Certificate Principal Balance of the Class M, Class B and Class C Certificates has been reduced to zero, any principal distributions allocated to the Class A-2A and Class A-2B Certificates are required to be allocated sequentially, to the Class A-2A Certificates until the Certificate Principal Balance thereof has been reduced to zero and then to the Class A-2B Certificates until the Certificate Principal Balance thereof has been reduced to zero; and (c) any principal distributions to the Class A-2A Certificates pursuant to clause (b) above will be distributed as follows: sequentially, to the Class A-2A1 Certificates until the Certificate Principal Balance thereof has been reduced to zero and then to the Class A-2A2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; provided, however, that on and after the Distribution Date on which the aggregate Certificate Principal Balance of the Class M, Class B and Class C Certificates has been reduced to zero, any principal distributions to the Class A-2A Certificates pursuant to clause (b) above are -95- required to be allocated pro rata to the Class A-2A1 Certificates and the Class A-2A2 Certificates until the Certificate Principal Balance of each such class has been reduced to zero; (ii) to the Class A-3 Certificates, the remaining Class A Principal Distribution Amount after distributions have been made pursuant to clause (i) above; (iii) to the Class M-1 Certificates, the Class M-1 Principal Distribution Amount; (iv) to the Class M-2 Certificates, the Class M-2 Principal Distribution Amount; (v) to the Class M-3 Certificates, the Class M-3 Principal Distribution Amount; (vi) to the Class M-4 Certificates, the Class M-4 Principal Distribution Amount; (vii) to the Class M-5 Certificates, the Class M-5 Principal Distribution Amount; (viii) to the Class M-6 Certificates, the Class M-6 Principal Distribution Amount; (ix) pro rata to each class of the Class B-1 Certificates, the Class B-1 Principal Distribution Amount; (x) pro rata to each class of the Class B-2 Certificates, the Class B-2 Principal Distribution Amount; (xi) pro rata to each class of the Class B-3 Certificates, the Class B-3 Principal Distribution Amount; (xii) pro rata to each class of the Class B-4 Certificates, the Class B-4 Principal Distribution Amount; and (xiii) any remainder pursuant to Section 4.04(f) hereof. (e) [RESERVED] (f) On each Distribution Date, the Securities Administrator shall make the following distributions up to the following amounts from the Certificate Account of the remainders pursuant to Section 4.04(b)(xiv)and (d)(xiii) hereof and each such distribution shall be made only after all distributions pursuant to Sections 4.04(b) and (d) above shall have been made until such remainders shall have been fully distributed for such Distribution Date: (i) for distribution as part of the Principal Distribution Amount, the Extra Principal Distribution Amount; (ii) to the Class M-1 Certificates, any Unpaid Realized Loss Amount for such class; (iii) to the Class M-2 Certificates, any Unpaid Realized Loss Amount for such class; (iv) to the Class M-3 Certificates, any Unpaid Realized Loss Amount for such class; (v) to the Class M-4 Certificates, any Unpaid Realized Loss Amount for such class; (vi) to the Class M-5 Certificates, any Unpaid Realized Loss Amount for such class; (vii) to the Class M-6 Certificates, any Unpaid Realized Loss Amount for such class; (viii) pro rata to each class of the Class B-1 Certificates, any Unpaid Realized Loss Amount for such class; (ix) pro rata to each class of the Class B-2 Certificates, any Unpaid Realized Loss Amount for such class; (x) pro rata to each class of the Class B-3 Certificates, any Unpaid Realized Loss Amount for such class; (xi) pro rata to each class of the Class B-4 Certificates, any Unpaid Realized Loss Amount for such class; (xii) to the Class R Certificate, the Residual Excess Interest Amount; (xiii) to the Class A, Class M and Class B Certificates, on a pro rata basis, based upon outstanding Floating Rate Certificate Carryover for each such Class, the Floating Rate Certificate Carryover for each such Class; and (xiv) the remainder pursuant to Section 4.04(g) hereof. (g) on each Distribution Date, the Securities Administrator shall allocate the remainders pursuant to Section 4.04(f)(xiv) as follows: (i) to the Class C Certificates in the following order of priority, (I) the Class C Current Interest, (II) the Class C Interest Carry Forward Amount, (III) as principal on the Class C Certificate until the Certificate Principal Balance of the Class C Certificates has been reduced to zero and (IV) the Class C Unpaid Realized Loss Amount; and (ii) the remainder pursuant to Section 4.04(h) hereof. (h) On each Distribution Date, the Securities Administrator shall allocate the remainder pursuant to Section 4.04(g)(ii) hereof (i) to the Securities Administrator to reimburse amounts or pay indemnification amounts payable owing to the Indenture TrusteeMaster Servicer and the Securities Administrator pursuant to Section 6.03 and (ii) to the Class R Certificate and such distributions shall be made only after all preceding distributions shall have been made until such remainder shall have been fully distributed. (i) On each Distribution Date, after giving effect to distributions on such Distribution Date, the Owner Trustee Securities Administrator shall allocate the Applied Realized Loss Amount for the Certificates to reduce the Certificate Principal Balances of the Class C Certificates and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum Subordinate Certificates in the aggregate following order of priority: (i) to the Class C Certificates, until the Class C Certificate Principal Balance is reduced to zero; (ii) pro rata to each class of the Class B-4 Certificates until the Class B-4 Certificate Principal Balance is reduced to zero; (iii) pro rata to each class of the Class B-3 Certificates until the Class B-3 Certificate Principal Balance is reduced to zero; (iv) pro rata to each class of the Class B-2 Certificates until the Class B-2 Certificate Principal Balance is reduced to zero; (v) pro rata to each class of the Class B-1 Certificates until the Class B-1 Certificate Principal Balance is reduced to zero; (vi) to the Class M-6 Certificates until the Class M-6 Certificate Principal Balance is reduced to zero; (vii) to the Class M-5 Certificates until the Class M-5 Certificate Principal Balance is reduced to zero; (viii) to the Class M-4 Certificates until the Class M-4 Certificate Principal Balance is reduced to zero; (ix) to the Class M-3 Certificates until the Class M-3 Certificate Principal Balance is reduced to zero; (x) to the Class M-2 Certificates until the Class M-2 Certificate Principal Balance is reduced to zero; and (xi) to the Class M-1 Certificates until the Class M-1 Certificate Principal Balance is reduced to zero. (j) Subject to Section 9.02 hereof respecting the final distribution, on each Distribution Date the Securities Administrator shall make distributions to each Certificateholder of record on the preceding Record Date either by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if such Holder has so notified the Securities Administrator at least five (5) Business Days prior to the occurrence related Record Date or, if not, by check mailed by first class mail to such Certificateholder at the address of an Event of Default of such holder appearing in the type described in clauses (a)Certificate Register. Notwithstanding the foregoing, (b) or (e) of but subject to Section 5.1 of 9.02 hereof respecting the Indenture); (2) secondfinal distribution, to the Servicer, the Servicing Fee and all unpaid Servicing Fees distributions with respect to prior periods; Certificates registered in the name of a Depository shall be made to such Depository in immediately available funds. In accordance with this Agreement, the Servicer shall prepare and deliver a report (3the "Remittance Report") third, to the Noteholders Securities Administrator in the form of a computer readable magnetic tape (or by such other means as the Servicer and the Securities Administrator may agree from time to time) containing such data and information as to permit the Securities Administrator to prepare the Monthly Statement to Certificateholders and make the required distributions for the related Distribution Date. The Securities Administrator will prepare the Monthly Report based solely upon the information received from the Servicer. The Trustee shall promptly notify the NIMs Insurer of any proceeding or the institution of any action, of which a Responsible Officer of the Trustee has actual knowledge, seeking the avoidance as a preferential transfer under applicable bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of any distribution made with respect to the Class C Certificates or the Class P Certificates. Each Holder of the Class A NotesC Certificates or the Class P Certificates, by its purchase of such Certificates and the Trustee hereby agree that the NIMs Insurer may at any time during the continuation of any proceeding relating to a Preference Claim direct all matters relating to such Preference Claim, including, without limitation, (i) the direction of any appeal of any order relating to such Preference Claim and (ii) the posting of any surety, supersedes or performance bond pending any such appeal. In addition and without limitation of the foregoing, the Accrued NIMs Insurer shall be subrogated to the rights of the Trustee and each Holder of the Class A Note Interest due C Certificates and accrued for the related Interest PeriodClass P Certificates in the conduct of any such Preference Claim, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Preference Claim; provided, however, that if there are the NIMs Insurer will not sufficient have any rights with respect to any Preference Claim set forth in this paragraph unless the indenture trustee with respect to the NIM Notes or the holder of any NIMs Notes has been required to relinquish a distribution made on the Class C Certificates, the Class P Certificates or the NIM Notes, as applicable, and the NIMs Insurer made a payment in respect of such relinquished amount. (k) The Securities Administrator is hereby directed by the Depositor to execute the Cap Contracts on behalf of the Trust Fund in the form presented to it by the Depositor and shall have no responsibility for the contents of such Cap Contract, including, without limitation, the representations and warranties contained therein. Any funds payable by the Securities Administrator under the Cap Contracts at closing shall be paid by the Depositor. Notwithstanding anything to the contrary contained herein or in any Cap Contract, except as set forth in Section 11 of each Cap Contract, the Securities Administrator shall not be required to make any payments to the counterparty under any Cap Contract. Any payments received under the terms of the related Cap Contract will be available to pay the entire amount holders of the Accrued related Class A Note InterestA, the amounts available will be applied Class M and Class B Certificates up to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourthany Floating Rate Certificate Carryovers remaining after all other distributions required under this Section 4.04 are made on such Distribution Date, for distribution other than Floating Rate Certificate Carryovers attributable to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.fact that Applied Realized Loss Amo

Distributions. (a) Unless On each Payment Date prior to any acceleration of the Notes have been accelerated pursuant to Section 5.2 5.02 of the Indenture, on each Payment Date, the Relevant Indenture Trustee (based solely on information contained in in, and as directed by, the related Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8Monthly Certificate) shall make the following deposits and distributions, to the extent of apply Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, to make the following payments and deposits in the following order of priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) secondpro rata, to (A) the Servicer, the Servicing Fee Fee, and to any Backup Servicer, the Backup Servicing Fee, in each case for the related Collection Period and all accrued and unpaid Servicing Fees and Backup Servicing Fees with respect to prior periodsCollection Periods and (B) any Successor Servicer, Transition Costs not to exceed $200,000 (including boarding fees) in the aggregate; (3ii) thirdsecond, pro rata, to the Noteholders of the Class A NotesA-1 Noteholders, the Accrued Class A A-1 Note Interest due and accrued for the related Interest Period; providedto the Class A-2 Noteholders, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A A-2 Note InterestInterest for the related Interest Period; to the Class A-3 Noteholders, the amounts available will be applied Accrued Class A-3 Note Interest for the related Interest Period; and to the payment of such interest on Class A-4 Noteholders, the Accrued Class A Notes on a pro rata basis based on A-4 Note Interest for the amount of interest payable to each Class of Class A Notesrelated Interest Period; (4iii) fourththird, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture5.04(b), the First Allocation of Principal, if any; (5iv) fifthfourth, to the Noteholders of the Class B NotesNoteholders, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6v) sixthfifth, to the Principal Distribution Account for distribution to the Noteholders in accordance with pursuant to Section 8.2(b) of the Indenture5.04(b), the Second Allocation of Principal, if any; (7vi) seventhsixth, to the Noteholders of Class C NotesNoteholders, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighthvii) seventh, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture5.04(b), the Third Allocation of Principal, if any; (9viii) nintheighth, to the Reserve Account, any additional amounts required to cause increase the amount of cash on deposit in the Reserve Account up to equal the Specified Reserve Account BalanceRequired Amount; (10ix) tenthninth, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture5.04(b), the Regular Allocation of PrincipalPrincipal Distribution Amount, if any; (11x) eleventhtenth, pro rata, to (A) the Owner Trustee, the Indenture Trustee, the Owner Trustee Administrator and the Asset Representations Reviewer, any accrued and unpaid fees, reasonable expenses and indemnification amounts due and owing under this Agreement, the Trust Agreement, the Administration Agreement and the Indenture, as applicable, which have not paid pursuant been previously paid, and to or at the direction of the Issuer, any expenses of the Issuer incurred under the Basic Documents and (B) any Successor Servicer, Transition Costs in excess of the related cap and annual limitation in clause first of this Section 4.4(a(i) due solely to the per annum limitation set forth thereinabove; and (12xi) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issuedeleventh, to the Certificate Distribution Account Account, any funds remaining for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4Section, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b5.04(b) of the Indenture. (b) After Prior to the payment in full acceleration of the Notes pursuant to Section 5.02 of the Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shall distribute all other amounts payable under Section 4.4(a)on deposit in the Principal Distribution Account to Noteholders in respect of principal of the Notes to the extent of the funds therein in the following order of priority: (i) first, all Collections shall be to the Holders of the Class A-1 Notes, until the Class A-1 Notes have been paid in full; (ii) second, to or the Holders of the Class A-2 Notes, until the Class A-2 Notes have been paid in accordance with full; (iii) third, to the instructions provided from time Holders of the Class A-3 Notes, until the Class A-3 Notes have been paid in full; (iv) fourth, to time by the CertificateholdersHolders of the Class A-4 Notes, until the Class A-4 Notes have been paid in full; (v) fifth, to the Holders of the Class B Notes, until the Class B Notes have been paid in full; and (vi) sixth, to the Holders of the Class C Notes, until the Class C Notes have been paid in full.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee, the Owner Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid Indenture Trustee fees, Owner Trustee fees and Asset Representations Reviewer fees with respect to prior periods), any reasonable expenses and any indemnification amounts to the extent not previously paid by Santander ConsumerConsumer 14 Sale and Servicing Agreement (2017-1) (in the case of such amounts owing to the Asset Representations Reviewer) or the Servicer (in the case of such amounts owing to the Indenture Trustee or the Owner Trustee), as applicable; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fourth Allocation of Principal, if any; (11) eleventh, to the Noteholders of Class E Notes, the Accrued Class E Note Interest due and accrued for the related Interest Period; (12) twelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fifth Allocation of Principal, if any; (13) thirteenth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 Distributions of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) Available Cash shall make the following deposits and distributions, be distributed to the extent Members from time to time on such date or dates determined by the Board of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment DateManagers, in the following order of and priority: (1) first4.1.1 First, to the Indenture Trustee P10 Member, in an amount sufficient to pay all reasonable expenses of P10 Member to cover overhead, general and administrative costs, audit fees, taxes (based on the Owner Trusteeassumption that its net operating loss carryovers are not subject to limitation under Section 382 of the Code, other than any such limitation resulting from a transaction approved by the Keystone Member or the Keystone Board Designee after clear disclosure of such limitation resulting from such transaction), board fees, any accrued expenses related to a Public Offering or Uplist Event and unpaid feespublic company related expenses, reasonable expenses and indemnification amounts (including any such feesbut excluding, expenses and indemnification amounts with respect to prior periods), and to for the Asset Representations Revieweravoidance of doubt, any accrued employee compensation. 4.1.2 Second, to each Preferred Unitholder, a preferred return on the Issue Price of its Preferred Units equal to one percent (1%) per annum, compounded annually for the period beginning on the date of issuance of the applicable Preferred Units and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses calculated taking into account the amounts and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, dates of distributions that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer are made pursuant to this clause first Section 4.1.2, which distributions shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest made on the Class A Notes on a same date for all Preferred Unitholders and shall be pro rata basis based on the amount of interest payable to the preferred return accrued as of such distribution date for each Class of Class A Notes;Preferred Unitholder. (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth4.1.3 Third, to the Noteholders of the Class B NotesP10 Member, the Accrued Class B Note Interest in an amount sufficient to make payments due and accrued for the related Interest Period; (6) sixth, for distribution with respect to the Noteholders RCP Seller Obligations; provided, that no distributions shall be made pursuant to this Section 4.1.3 unless all outstanding Redemptions that have been exercised in accordance with Section 8.2(b) 3.8.3 have been settled and paid in full. 4.1.4 Fourth, any remaining amount of the Indenture, the Second Allocation of Principal, if any; (7) seventhAvailable Cash, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the CertificateholdersCommon Unitholders, pro rata based on the Percentage Interest number of Common Units held by each CertificateholderCommon Unitholder; provided, orthat without the written consent of the holders of a majority of the then outstanding Series A and B Preferred Units (voting as a single class) and a majority of the then outstanding Series D Preferred Units, no distributions shall be made pursuant to the extent Definitive Certificates have been issuedthis Section 4.1.4 while any Series A Preferred Units, to the Certificate Distribution Account for distribution to the CertificateholdersSeries B Preferred Units or Series D Preferred Units are outstanding. Notwithstanding any other provision the foregoing provisions of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes4.1, the Indenture Trustee shall apply all amounts on deposit in the Collection Account distributions pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections 4.1.2 shall be paid made at least once each calendar year beginning with calendar year 2021, provided that there is Available Cash to make the distribution. The Members intend that the Board of Managers will cause the Company’s Subsidiaries to make sufficient distributions or in accordance with dividends to the instructions Company each year to enable the Company to make the distributions pursuant to Sections 4.1.1, 4.1.2 and 4.1.3 annually, provided from time that such Subsidiaries have sufficient available cash to time by the Certificateholdersdo so.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Relevant Trustee (based on information contained in accordance with the Servicer’s Certificate delivered on or before Certificate, the related Determination Date pursuant Indenture Trustee shall cause to Section 3.8) shall make the following deposits and distributions, be distributed to the extent of Available Funds and the Reserve Account Draw Amount, Noteholders all amounts on deposit in the Collection Note Distribution Account for such Payment (subject to the Depositor’s rights to Investment Earnings pursuant to Section 8.2(a)(ii) hereof) in the following order of priority and in the amounts determined as described below: (i) On each Distribution Date, the amount deposited in the Note Distribution Account in respect of interest on the Notes shall be applied in the following order of priority, to the extent of remaining funds after all earlier priorities have been satisfied, and any amount so applied shall be paid on such Distribution Date to the holders of Notes of each applicable Class: (1A) first, the Aggregate Class A Interest Distributable Amount shall be paid to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders holders of the Class A Notes; (B) the Aggregate Class B Interest Distributable Amount shall be paid to the holders of the Class B Notes; (C) the Aggregate Class C Interest Distributable Amount shall be paid to the holders of the Class C Notes; (D) the Aggregate Class D Interest Distributable Amount shall be paid to the holders of the Class D Notes; (E) the Aggregate Class E Interest Distributable Amount shall be paid to the holders of the Class E Notes; and (F) the Aggregate Class N Interest Distributable Amount shall be paid to the holders of the Class N Notes; provided however, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to so pay the entire amount specified in any of the Accrued foregoing priorities for a particular Class A of Notes, then the amount available for such Class of Notes shall be paid to the Holders thereof ratably on the basis of the total amount of accrued and unpaid interest owing to each such Holder. (ii) The amount deposited in the Note InterestDistribution Account pursuant to Section 2.7(b) (v), the amounts available will (vii), (ix), (xi), (xiii) and (xv), as applicable, shall be applied to each Class of Notes in the payment following amounts and in the following order of priority and any amount so applied shall be paid on such Distribution Date to the Holders of such interest on Class of Notes: (1) to the Class A-1 Notes, an amount equal to the excess of the then outstanding principal amount of the Class A Notes on a pro rata basis based on over the Target Balance for the Class A Notes for such Distribution Date, until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (2) to the Class A-2 Notes, only after the principal amount of interest payable the Class A-1 Notes has been reduced to each Class zero, an amount equal to the excess of the then outstanding principal amount of the Class A Notes over the Target Balance for the Class A Notes for such Distribution Date, until the Outstanding Amount of the Class A-2 Notes is reduced to zero (3) to the Class B Notes, an amount equal to the excess of the then outstanding principal amount of the Class B Notes over the Target Balance for the Class B Notes for such Distribution Date, until the Outstanding Amount of the Class B Notes is reduced to zero; (4) fourth, for distribution to the Noteholders pursuant Class C Notes, an amount equal to Section 8.2(b) the excess of the Indenturethen outstanding principal amount of the Class C Notes over the Target Balance for the Class C Notes for such Distribution Date, until the First Allocation Outstanding Amount of Principal, if anythe Class C Notes is reduced to zero; (5) fifth, to the Noteholders Class D Notes, an amount equal to the excess of the then outstanding principal amount of the Class B Notes, D Notes over the Accrued Class B Note Interest due and accrued Target Balance for the related Interest Period;Class D Notes for such Distribution Date, until the Outstanding Amount of the Class D Notes is reduced to zero; and (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) Class E Notes, an amount equal to the excess of the Indenturethen outstanding principal amount of the Class E Notes over the Target Balance for the Class E Notes for such Distribution Date, until the Second Allocation Outstanding Amount of Principal, if any;the Class E Notes is reduced to zero. (7iii) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the The amount of cash on deposit deposited in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Note Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b2.7(b)(xviii) shall be applied to the Class N Notes, until the Outstanding Amount of the IndentureClass N Notes is reduced to zero. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless From time to time and not less than monthly, the Notes have been accelerated Board of Directors shall review the Company’s accounts to determine whether the Company has available cash which is not necessary to retain and can be distributed to its Members. The Board of Directors shall cause the Company to set aside adequate reserves for normal replacements and contingencies (but not for the payment of fees payable to the Manager). The Company shall make Distributions to the Members pursuant to this Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.89.2(a) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priorityas follows: (1i) firstFirst, subject to the Indenture Trustee and the Owner Trusteerights of any holders of Preferred Shares specified in any Share Designation, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first distributions shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of allocated among the Class A NotesShares, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note InterestT Shares, the amounts available will be applied Class I Shares, the Class D and the Class FA Shares (as well as any subsequently authorized Class) pro rata in proportion to the payment outstanding shares of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of PrincipalClass, if any; (5ii) fifth, to the Noteholders of the Class B NotesSecond, the Accrued Distributions allocable to any given Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first Section 9.2(a)(i) shall be distributed among the respective holders of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, Shares of such Class pro rata based on their Percentage Interests of such Class (with (x) the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration amount of the Notes, Distribution Fee payable by the Indenture Trustee shall apply all amounts on deposit in Company with respect to Class T Shares being deducted from the Collection Account Distributions available to Class T Shares pursuant to Section 5.4(b9.2(a)(i) and reserved by the Company for payment or paid by the Company to the Managing Dealer which amounts shall be deemed distributed to such holders of Class T Shares, (y) the amount of the IndentureDistribution Fee payable by the Company with respect to Class D Shares being deducted from the Distributions available to Class D Shares pursuant to Section 9.2(a)(i) and reserved by the Company for payment or paid by the Company to the Managing Dealer which amounts shall be deemed distributed to such holders of Class D Shares and (z) the amount of the Management Fee and Incentive Fee payable by the Company with respect to each Class of Shares being deducted from the Distributions available to each such Class of Shares pursuant to Section 9.2(a)(i) and reserved by the Company for payment or paid by the Company to the Manager). (b) After Following the payment in full Commencement of the Notes and all other amounts payable under Section 4.4(a)Initial Public Offering, all Collections shall be paid to the Company will make no Distributions of in-kind property except for Distributions of readily marketable securities, distributions of beneficial interests in a liquidating trust established for the dissolution of the Company or Distributions in connection with the liquidation of the assets in accordance with the instructions provided from time terms of this Agreement unless: (i) the Board of Directors advises each Member of the risks associated with direct ownership of the property, (ii) the Board of Directors offers each Member the election of receiving in-kind property Distributions, and (iii) the Company distributes in-kind property only to time those Members who accept such offer by the CertificateholdersBoard of Directors. A Member, regardless of the nature of the Member’s Capital Contribution, has no right to demand and receive any distribution from the Company in any form other than money.

Distributions. (a) Unless On each Determination Date, the Notes have been accelerated Servicer shall calculate all amounts required to be deposited pursuant to this Section and deliver a Servicer's Certificate pursuant to Section 5.2 4.09. (b) On each Payment Date, except as specified in Section 5.04(b) of the Indenture, on each Payment Date, the Relevant Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s 's Certificate delivered on or before the related Determination Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account, and in the event of an Available Amounts Shortfall from amounts withdrawn from the Reserve Account for such Payment Date, in the following order of and priority: (1i) firstto the Servicer, the Servicing Fee, including any unpaid Servicing Fees with respect to one or more prior Collection Periods, and Advances not previously reimbursed to the Servicer; (ii) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class A Notes at their respective interest rates on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class A Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class A Noteholders on those prior Payment Dates over the amounts actually paid to the Class A Noteholders on those prior Payment Dates, plus interest on any such shortfall at their respective interest rates to the extent permitted by law; (iii) to the Principal Distribution Account, the First Priority Principal Distribution Amount, if any; (iv) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class B Notes at the Class B Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class B Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class B Noteholders on prior Payment Dates over the amounts actually paid to the Class B Noteholders on those prior Payment Dates, plus interest on any such shortfall at the Class B Rate to the extent permitted by law; (v) to the Principal Distribution Account, the Second Priority Principal Distribution Amount, if any; (vi) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class C Notes at the Class C Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class C Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class C Noteholders on prior Payment Dates over the amounts actually paid to the Class C Noteholders on prior Payment Dates, plus interest on any such shortfall at the Class C Rate to the extent permitted by law; (vii) to the Principal Distribution Account, the Third Priority Principal Distribution Amount, if any; (viii) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class D Notes at the Class D Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class D Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class D Noteholders on prior Payment Dates over the amounts actually paid to the Class D Noteholders on prior Payment Dates, plus interest on any such shortfall at the Class D Rate to the extent permitted by law; (ix) to the Principal Distribution Account, the Regular Principal Distribution Amount; (x) to the Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount on deposit in that account to equal the Reserve Account Required Amount; (xi) to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses reimbursements and indemnification amounts (including any expenses, in each case to the extent such fees, reimbursements and expenses and indemnification amounts with respect to prior periods), have not been previously paid by the Servicer and to the Asset Representations ReviewerSecurities Intermediary, any accrued and unpaid fees (including unpaid fees with respect indemnification expenses owed to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth thereinit; and (12xii) twelfthany Available Amounts remaining, any funds remainingif any, to the CertificateholdersOwner Trustee or its agent, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to for deposit into the Certificate Distribution Account for (as defined in the Trust Agreement) and subsequent distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account Certificateholder pursuant to Section 5.4(b) 5.02 of the IndentureTrust Agreement. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods), ) and any reasonable expenses and (including indemnification amounts to the extent amounts) not previously paid by Santander Consumerthe Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, Trustee and the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 100,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fourth Allocation of Principal, if any; (11) eleventh, to the Noteholders of Class E Notes, the Accrued Class E Note Interest due and accrued for the related Interest Period; (12) twelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fifth Allocation of Principal, if any; (13) thirteenth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (1014) tenthfourteenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (1215) twelfthfifteenth, any funds remaining, to the to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.. 15 Sale and Servicing Agreement (2015-3)

Distributions. (a) Unless Prior to any acceleration of the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment DateDate (and, with respect to the first Payment Date following the termination of the Funding Period, prior to the application of funds pursuant to Section 8.2(c) of the Indenture), the Relevant Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits 15 Sale and Servicing Agreement (2013-1) and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods), ) and any reasonable expenses and (including indemnification amounts to the extent amounts) not previously paid by Santander Consumerthe Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, Trustee and the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 100,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fourth Allocation of Principal, if any; (11) eleventh, to the Noteholders of Class E Notes, the Accrued Class E Note Interest due and accrued for the related Interest Period; (12) twelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fifth Allocation of Principal, if any; 16 Sale and Servicing Agreement (2013-1) (13) thirteenth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (1014) tenthfourteenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (1215) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issuedfifteenth, to the Certificate Distribution Account for distribution to the CertificateholdersResidual Interestholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the CertificateholdersResidual Interestholder.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on On each Payment Date, the Relevant Trustee (based on information contained Collateral Administrator shall distribute from the Collection Account, in accordance with the Servicer’s Certificate delivered on or before applicable Monthly Report prepared by the related Determination Date Collateral Administrator and approved by the Administrative Agent pursuant to Section 3.8) shall make 12.04, the following deposits and distributions, to portion of the extent Amount Available consisting of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account Interest Collections for such Payment Date, Date in the following order of priority: (1i) first, to the Indenture Trustee payment of Taxes and governmental fees owing by or in respect of the Borrower, if any, which expenses shall not exceed $50,000 for the trailing three-month period; (ii) to the Collateral Administrator, the Collateral Custodian and the Owner TrusteeSecurities Intermediary, any accrued and unpaid feesCollateral Administrator Fees and Expenses and Collateral Custodian Fees and Expenses for the related Interest Period, reasonable which expenses and indemnification amounts shall not exceed the sum of (including 1) 0.025% of the Dollar Equivalent of the aggregate principal balance of the Collateral Assets plus (2) $100,000 for any such fees, expenses and indemnification amounts with respect to prior periods), and rolling 12-month period; (iii) to the Asset Representations Reviewerpayment of (1) any Other Administrative Expenses then due, which expenses shall not exceed $50,000 for any rolling 12-month period and (2) to the Servicer, any accrued and unpaid fees Servicing Fee for the related Interest Period, unless the Servicer has waived such Servicing Fee by notice to the Collateral Administrator; (including iv) to the Arranger and the Administrative Agent, in an amount equal to any accrued and unpaid fees Agent Fees; (v) pro rata to each Lender, in an amount equal to any accrued and unpaid interest on the Loans made by such Lender and any accrued and unpaid Commitment Fee (such Commitment Fee to be allocated based on the Unused Amount of each Lender); (vi) to the Lenders pro rata in accordance with respect each Lender’s Outstanding Amount, in the amount necessary to prior periods)cure any Borrowing Base Deficiency; (vii) to any Affected Persons, reasonable expenses any Increased Costs then due and indemnification amounts owing; (viii) pro rata to each Lender, in an amount equal to (x) any accrued and unpaid Make-Whole Fee and (y) if the Commitments have been terminated in whole pursuant to Section 2.04, the Total Outstandings; (ix) to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default or on behalf of the type described in clauses (a)Borrower, (b) or (e) of Section 5.1 of the Indenture)to each Indemnitee, any Indemnified Amounts then due and owing to each such Indemnitee; (2x) to the extent not previously paid pursuant to Section 2.13(a)(ii) above, to the Collateral Administrator, the Collateral Custodian and the Securities Intermediary, any Collateral Administrator Fees and Expenses and Collateral Custodian Fees and Expenses due to the Collateral Administrator, the Collateral Custodian and the Securities Intermediary; (xi) (i) first, to the payment of any Taxes or governmental fees owing by or in respect of the Borrower to the extent not paid pursuant to Section 2.13(a)(i) above, and then (ii) second, to pay any other amounts due under this Agreement and the other Loan Documents and not previously paid pursuant to this Section 2.13(a); and (xii) (x) if a Default has occurred and is continuing, to remain in the Interest Collection Account as Interest Collections or (y) otherwise, the remaining Amount Available constituting Interest Collections to the Borrower. (b) On each Payment Date, the Collateral Administrator shall distribute from the Collection Account, in accordance with the applicable Monthly Report prepared by the Collateral Administrator and approved by the Administrative Agent pursuant to Section 12.04, the portion of the Amount Available consisting of Principal Collections for such Payment Date in the following order of priority: (i) (x) if such Payment Date is an Interim Payment Date, if in the Servicer’s good faith estimation an amount at least equal to the amount required to make the payments set forth in Section 2.13(a)(i) through (vi) on the next Payment Date is not then on deposit in the Interest Collection Account or shall not be on deposit in the Interest Collection Account on the next Payment Date, the Servicing Fee amount of such deficiency shall be retained in the Principal Collection Account and all unpaid Servicing Fees with respect to prior periods; (3y) thirdif such Payment Date is not an Interim Payment Date, to the Noteholders of the Class A Notesextent not previously paid pursuant to Section 2.13(a)(i) through (vi), the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on amounts, in the amount and order of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation priority set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this in Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a2.13(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.;

Distributions. (a) Unless the Notes have been accelerated pursuant to Except as otherwise provided in Section 5.2 of the Indenture3(c), on each Payment applicable Distribution Date, the Relevant Trustee (based on information contained shall apply Available Funds in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, as follows in the following order of priority: (1i) the Trustee will pay the interest portion of Available Funds (subject to Section 5(c) and Section 5(d) below): (a) first, to the Indenture Trustee and the Owner Trustee, as reimbursement for any Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the Certificateholders; and (b) second, to the holders of the Class A-1 Certificates and to the holders of the Class A-2 Certificates, interest accrued and unpaid feeson each such Class pro rata in proportion to their entitlements thereto. (ii) the Trustee will pay the principal portion of Available Funds: (a) first, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations ReviewerTrustee, as reimbursement for any accrued remaining Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and unpaid fees approved by 100% of the Certificateholders; and (including unpaid fees with respect b) second, to prior periods)the holders of the Class A-1 Certificates, reasonable expenses the Certificate Principal Amount. (b) Distributions of interest on the Class A-1 Certificates and indemnification amounts Class A-2 Certificates may be deferred as a result of the deferral of payment on the Underlying Securities. Distributions on the Underlying Securities may be deferred pursuant to the Underlying Securities Trust Agreement for up to ten consecutive semiannual interest periods (each, a "Deferral Period") provided that no Deferral Period may extend beyond the Final Scheduled Distribution Date. During any Deferral Period, interest on the Underlying Securities will continue to accrue at the applicable rate per annum compounded semi-annually. Interest on deferred and compounded interest on the Class A-1 Certificates and Class A-2 Certificates will be owing only to the extent not previously paid that such interest is actually received by Santander Consumer; providedthe Trustee on the Underlying Securities. (c) Notwithstanding the foregoing, howeverif the Underlying Securities are redeemed, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum prepaid or liquidated in the aggregate whole or in part for any reason (prior including a Special Event) other than due to the occurrence of an Event of Default or at their maturity, the Trustee shall apply Available Funds in the following order of priority: (i) first, to the Trustee, as reimbursement for any Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) below and approved by 100% of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)Certificateholders; (2ii) second, to the Servicerholders of the Class A-1 Certificates, an amount equal to the Servicing Fee outstanding principal amount thereof plus accrued and all unpaid Servicing Fees with respect to prior periodsinterest thereon; (3iii) third, to the Noteholders holders of the Class A NotesA-2 Certificates, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, present value of all amounts that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest would otherwise have been payable on the Class A Notes on A-2 Certificates for the period from the date of such redemption or prepayment to the Final Scheduled Distribution Date using a pro rata basis based discount rate of 8.375% per annum, assuming no delinquencies, deferrals, redemptions or prepayments on the amount of interest payable to each Class of Class A Notes;Underlying Securities; and (4iv) fourth, for distribution any remainder to the Noteholders holders of the Class A-1 Certificates and the Class A-2 Certificates pro rata in proportion to the ratio of the Class A-1 Allocation to the Class A-2 Allocation. (d) Notwithstanding the foregoing, if the Underlying Securities are redeemed, prepaid or liquidated in whole or in part due to the occurrence of an Event of Default, the Trustee shall apply Available Funds to the holders of the Class A-1 Certificates and the holders of the Class A-2 Certificates in accordance with the ratio of the Class A-1 Allocation to the Class A-2 Allocation. (e) Unless otherwise instructed by holders of Certificates representing a majority of the Voting Rights, thirty (30) days after giving notice pursuant to Section 8.2(b) of the Indenture8 hereof, the First Allocation of PrincipalTrustee shall sell the Underlying Securities pursuant to Section 13 hereof and deposit the Liquidation Proceeds, if any; (5) fifth, to into the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, Certificate Account for distribution to not later than two (2) Business Days after the Noteholders receipt of immediately available funds in accordance with Section 8.2(b5(d) hereof. (f) If the Trustee receives non-cash property in respect of the IndentureUnderlying Securities as a result of a payment default on the Underlying Securities (including from the sale thereof), the Second Allocation of Principal, if any; (7) seventh, Trustee will promptly give notice to the Noteholders Depository, or for any Certificates which are not then held by DTC or any other depository, directly to the registered holders of the Certificates then outstanding and unpaid. Such notice shall state that the Trustee shall and the Trustee shall, not later than 30 days after the receipt of such property, allocate and distribute such property to the holders of Class C Notes, A-1 Certificates and Class A-2 Certificates then outstanding and unpaid (after deducting the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders costs incurred in connection therewith) in accordance with Section 8.2(b5(d) hereof. Property other than cash will be liquidated by the Trustee, and the proceeds thereof distributed in cash, only to the extent necessary to avoid distribution of fractional securities to Certificateholders. In-kind distribution of such property to Certificateholders will be deemed to reduce the Indenture, the Third Allocation principal amount of Principal, if any;Certificates on a dollar-for-dollar basis. (9g) ninthSubject to Section 9(f) hereof, to the Reserve Accountextent Available Funds are insufficient to make any required distributions due to any Class of Certificates on any Distribution Date, any additional amounts required shortfall will be carried over and will be distributed on the next Distribution Date (or date referred to cause the amount of cash in Section 5(h) hereof) on deposit in the Reserve Account which sufficient funds are available to equal the Specified Reserve Account Balance;pay such shortfall. (10h) tenth, for distribution If a payment with respect to the Noteholders Underlying Securities is made to the Trustee after the payment date of the Underlying Securities on which such payment was due, then the Trustee will distribute any such amounts received on the next occurring Business Day (a "Special Distribution Date") as if the funds had constituted Available Funds on the Distribution Date immediately preceding such Special Distribution Date; provided, however, that the Record Date for such Special Distribution Date shall be five Business Days prior to the day on which the related payment was received from the Underlying Securities Trustee. (i) Notwithstanding Section 3.12 of the Standard Terms, if the Underlying Securities Issuer ceases to file periodic reports as required under the Exchange Act, the Depositor shall within a reasonable time instruct the Trustee to distribute the Underlying Securities in-kind to the Class A-1 Certificateholders or sell the Underlying Securities and distribute the proceeds of such sale to the certificateholders in accordance with Section 8.2(b) 5(c); provided, however, the Trustee shall not sell the Underlying Securities unless the proceeds of such sale would exceed the sum of the Indentureamounts to be distributed pursuant to clauses 5(c)(i) and 5(c)(ii) above; and provided, further, the Regular Allocation of Principal, if any; (11) eleventh, Depositor shall not instruct the Trustee to distribute or sell the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid Underlying Securities pursuant to this clause first of this Section 4.4(aunless the Underlying Securities Issuer has either (x) due solely stated in writing that it intends permanently to cease filing reports required under the per annum limitation set forth therein; and Exchange Act or (12y) twelfth, failed to file any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account required reports for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indentureone full calendar year. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless If, on any Payment Date prior to the Notes have been accelerated pursuant occurrence of an Event of Default that has resulted in an acceleration of the Notes, Available Funds, together with the amount on deposit in the Reserve Account, equals or exceeds the sum of (i) the Outstanding Principal Balance of the Notes, (ii) accrued and unpaid interest thereon and (iii) the Servicing Fee, then all such amounts will be applied to reduce the Outstanding Principal Balance to zero, pay all accrued and unpaid interest on the Notes, pay the Servicing Fee and then pay all amounts specified in clauses eighth through tenth of this Section 5.2 4.4(a). Otherwise, subject to Article V of the Indenture, on each Payment Date, the Relevant Indenture Trustee (solely based on information contained in in, and as directed by, the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periodsCollection Periods; (3ii) thirdsecond, pro rata based on amounts due, to the Noteholders of the Class A NotesNoteholders, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notesbasis; (4iii) fourththird, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(b8.2(c) of the Indenture, the First Allocation of Principal, if any;; 14 Sale and Servicing Agreement (USAA 2012-1) (5iv) fifthfourth, to the Noteholders of the Class B NotesNoteholders, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6v) sixthfifth, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b8.2(c) of the Indenture, the Second Allocation of Principal, if any; (7vi) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninthsixth, to the Reserve Account, any additional amounts required to cause increase the amount of cash on deposit in the Reserve Account up to equal the Specified Reserve Account Balance; (10vii) tenthseventh, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b8.2(c) of the Indenture, the Regular Allocation of Principal, if any; (11viii) eleventheighth, to the Indenture Trustee, the Owner Trustee and the Asset Representations ReviewerIndenture Trustee, any accrued and unpaid fees, expenses and indemnification amounts due and owing under this Agreement, the Trust Agreement and the Indenture, as applicable, which have not paid been previously paid; (ix) ninth, to the Servicer, legal expenses and costs incurred pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein6.4(b); and (12x) twelfthtenth, to or at the direction of the Certificateholder, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the CertificateholdersCertificateholder.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture.. 17 Sale and Servicing Agreement (SDART 2023-3) (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless On each Distribution Date (or, if both the Notes have been accelerated Accounts are not maintained by the Trustee, on the Business Day immediately preceding each Distribution Date), the Trustee shall cause to be made the following transfers and distributions in immediately available funds in the amounts set forth in the Servicer's Certificate for such Distribution Date: (i) from the Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 5.2 of 4.02(b) or (c)) to the IndentureCollection Account, on the aggregate Applied Payments Ahead; and (ii) if the Servicer is not permitted to hold Payments Ahead pursuant to Section 4.02(b) or (c), from the Collection Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period. (b) On each Payment Determination Date, the Relevant Trustee (based Servicer shall calculate the Available Interest, the Available Principal, the Class A Distributable Amount, the Class B Distributable Amount, the amount to be distributed to Certificateholders of each Class and all other distributions to be made on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant Distribution Date. (c) The rights of the Class B Certificateholders to Section 3.8) receive distributions in respect of the Class B Certificates shall be and hereby are subordinated to the rights of the Class A Certificateholders to receive distributions in respect of the Class A Certificates to the extent provided in this Section. On each Distribution Date, the Trustee shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in distributions from the Collection Account for such Payment Date, in the following order of priority: (1) first, to priority and in the Indenture Trustee and amounts set forth in the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any Servicer's Certificate for such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander ConsumerDistribution Date; provided, however, that feesexcept as otherwise provided in Sections 4.05(a) or 4.06(a), expenses and indemnification amounts payable such distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period: (i) to the Indenture TrusteeServicer from Available Interest or Available Principal, any payments in respect of Nonrecoverable Advances required pursuant to Section 4.04(c); (ii) to the Servicer, from Available Interest (after giving effect to any reduction in Available Interest described in clause (i) above), the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) to the occurrence Class A Certificateholders of an Event of Default of record, from Available Interest (after giving effect to the type reduction in Available Interest described in clauses (ai) and (ii) above), (b) or (e) of Section 5.1 of the Indenture); (2) second, an amount equal to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders sum of the Class A Notes, the Accrued Interest Distributable Amount and any outstanding Class A Note Interest due and accrued for Carryover Shortfall from the related immediately preceding Distribution Date and, if such Available Interest Period; providedis insufficient, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourthCertificateholders will receive such shortfall first, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of from the Class B Notes, the Accrued Class B Note Interest due Percentage of Available Principal and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principalsecond, if any; (7) seventhsuch amounts are still insufficient, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash from monies on deposit in the Reserve Account to equal the Specified Reserve Account BalanceFund; (10iv) tenth, for distribution to the Noteholders Class B Certificateholders of record, from Available Interest (after giving effect to the reduction in accordance with Section 8.2(bAvailable Interest described in clauses (i), (ii) and (iii) above), an amount equal to the sum of the IndentureClass B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall from the immediately preceding Distribution Date and, if such Available Interest is insufficient, the Regular Allocation of Principal, if anyClass B Certificateholders will receive such shortfall from monies on deposit in the Reserve Fund; (11v) eleventh, to the Indenture TrusteeClass A Certificateholders of record, from Available Principal (after giving effect to any reduction in Available Principal described in clauses (i) and (iii) above), an amount equal to the sum of the Class A Principal Distributable Amount and any outstanding Class A Principal Carryover Shortfall from the immediately preceding Distribution Date and, if such Available Principal is insufficient, the Owner Trustee and the Asset Representations ReviewerClass A Certificateholders will receive such shortfall first, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely from Available Interest (after giving effect to the per annum limitation set forth thereinreduction in Available Interest described in clauses (i) through (iv) above) and second, if such amounts are still insufficient, from monies on deposit in the Reserve Fund; and (12vi) twelfth, any funds remaining, to the CertificateholdersClass B Certificateholders of record, pro rata based on the Percentage Interest of each Certificateholder, or, from Available Principal (after giving effect to the extent Definitive Certificates have been issuedreduction in Available Principal described in clauses (i), (iii) and (v) above), an amount equal to the Certificate sum of the Class B Principal Distributable Amount and any outstanding Class B Principal Carryover Shortfall from the immediately preceding Distribution Account for distribution Date and, if such Available Principal is insufficient, the Class B Certificateholders will receive such shortfall first, from Available Interest (after giving effect to the Certificateholders. Notwithstanding any other provision of this Section 4.4reduction in Available Interest described in clauses (i) through (v) above) and second, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notesif such amounts are still insufficient, the Indenture Trustee shall apply all amounts from monies on deposit in the Collection Account pursuant to Section 5.4(b) of the IndentureReserve Fund. (bd) After On each Distribution Date, the Trustee shall deposit any Excess Amounts into the Reserve Fund until the amount on deposit therein equals the Specified Reserve Fund Balance and shall distribute the remainder, if any, to the Seller. (e) Subject to Section 10.01 respecting the final payment upon retirement of each Certificate, the Servicer shall on each Distribution Date instruct the Trustee to distribute to each Certificateholder of any Class of record on the related Record Date by check mailed to such Certificateholder at the address of such Holder appearing in full the Certificate Register (or, if DTC, its nominee or a Clearing Agency is the relevant Certificateholder, by wire transfer of the Notes and all immediately available funds or pursuant to other amounts payable under Section 4.4(aarrangements), all Collections shall the amount to be paid distributed to or in accordance with the instructions provided from time such Certificateholder pursuant to time by the Certificateholderssuch Holder's Certificates.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fourth Allocation of Principal, if any; (11) eleventh, to the Noteholders of Class E Notes, the Accrued Class E Note Interest due and accrued for the related Interest Period; (12) twelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fifth Allocation of Principal, if any; (13) thirteenth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (1014) tenthfourteenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (1215) twelfthfifteenth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, (A) to the Servicer, the Servicing Fee, any Supplemental Servicing Fees and any Liquidation Reimbursements and all unpaid Servicing Fees, Supplemental Servicing Fees and Liquidation Reimbursements, if any, with respect to prior periods and (B) (i) to the Standby Servicer, any accrued and unpaid Standby Servicing Fees and reasonable expenses and indemnification amounts; provided, however, that, prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture, the expenses and indemnification amounts payable to the Standby Servicer pursuant to this clause first shall be limited to $125,000 per annum in the aggregate, and (ii) if the Standby Servicer becomes the successor Servicer, to the Standby Servicer, Servicing Transition Costs, to the extent not previously paid by the predecessor Servicer pursuant to Section 7.1(a), provided, that such Servicing Transition Costs payable pursuant to this clause first shall not exceed $200,000; provided, further, that amounts withdrawn from the Reserve Account may not be used to pay amounts due under clause (A) so long as BAC or an affiliate of BAC is the Servicer or under clause (B) so long as BAC or an affiliate of BAC is the Standby Servicer; 18 Sale and Servicing Agreement (BLAST 2025-4) (ii) second, pro rata, to the Indenture Trustee and the Owner TrusteeTrustee (including in its individual capacity) and the Grantor Trust Trustee (including in its individual capacity), any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods)amounts, and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander ConsumerBAC; provided, however, that feesthat, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture), the expenses and indemnification amounts payable (A) to the Indenture Trustee pursuant to this clause second shall be limited to $125,000 per annum in the aggregate, (B) to the Owner Trustee and the Grantor Trust Trustee pursuant to this clause second shall be limited to $120,000 per annum in the aggregate, and (C) to the Asset Representations Reviewer pursuant to this clause second shall be limited to $150,000 per annum in the aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3iii) third, to the Noteholders of the Class A Notes, pro rata, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4iv) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5v) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6vi) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any;; 19 Sale and Servicing Agreement (BLAST 2025-4) (7vii) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) viii) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9ix) ninth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period; (x) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fourth Allocation of Principal, if any; (xi) eleventh, to the Noteholders of Class E Notes, the Accrued Class E Note Interest due and accrued for the related Interest Period; (xii) twelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fifth Allocation of Principal, if any; (xiii) thirteenth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10xiv) tenthfourteenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11xv) eleventhfifteenth, pro rata, to the Indenture Trustee, the Owner Trustee (including in its individual capacity), the Grantor Trust Trustee (including in its individual capacity), the Standby Servicer and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first or clause second of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12xvi) twelfthsixteenth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.. 20 Sale and Servicing Agreement (BLAST 2025-4)

Distributions. (a) Unless Prior to any acceleration of the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods), ) and any reasonable expenses and (including indemnification amounts to the extent amounts) not previously paid by Santander Consumerthe Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, Trustee and the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 100,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any;; and (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the CertificateholdersResidual Interestholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the CertificateholdersResidual Interestholder.

Distributions. (a) Unless On each Determination Date, the Notes have been accelerated Servicer shall calculate all amounts required to be deposited or paid pursuant to this Section and deliver a Servicer’s Certificate pursuant to Section 5.2 of the Indenture, on 4.09. (b) On each Payment Date, the Relevant Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions on such Payment Date from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account for such Payment DateAccount, and, in the event of a shortfall in meeting the payments described in clauses (i) through (iii) below (an “Available Amounts Shortfall”), from amounts withdrawn from the Reserve Account, in the following order of and priority: (1i) firstto the Servicer, the Servicing Fee (and any accrued and unpaid Servicing Fees from prior Collection Periods), and Nonrecoverable Advances; (ii) to the Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class of Notes at their respective Class A Rate on the Outstanding Amount as of the previous Payment Date after giving effect to all payments of principal to the Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Noteholders on prior Payment Dates over the amounts actually paid to the Noteholders on those prior Payment Dates, plus interest on any such shortfall at the related Class A Rate to the extent permitted by law; (iii) to the Principal Distribution Account, the Priority Principal Distribution Amount, if any; (iv) to the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount; (v) to the Principal Distribution Account, the Regular Principal Distribution Amount; (vi) to the Indenture Trustee and the Owner Trustee, any accrued and unpaid feesTrust Fees and Expenses, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts in each case to the extent such fees and expenses have not been previously paid by Santander Consumerthe Servicer in its capacity as Administrator; providedprovided that, howeveruntil the Notes have been paid in full, that fees, expenses and indemnification amounts payable the annual amount paid to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to Trustees out of Available Amounts described in this clause first (vi) shall be limited to not exceed $300,000 per annum in the aggregate (prior to the occurrence of 10,000; provided further that if an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee occurs and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are is continuing such $10,000 limitation will not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth thereinapply; and (12vii) twelfth, any funds Available Amounts remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issuedif any, to the Certificate Distribution Account. On each Payment Date, the Servicer shall instruct the Indenture Trustee to distribute (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.09), any amounts deposited into the Interest Distribution Account for distribution as payment of interest on the Notes pursuant to the Certificateholderspriority set forth in Section 8.02(c) of the Indenture and the Principal Distribution Account as payment of principal on the Notes pursuant to the priority set forth in Section 8.02(d) of the Indenture. Notwithstanding any other provision of this Section 4.4, following that the occurrence and during the continuation of an Event of Default which has resulted Notes have been paid in an acceleration of the Notesfull, the Indenture Trustee shall apply all amounts on deposit in continue to maintain the Collection Account pursuant hereunder until the Certificate Percentage Interest is reduced to Section 5.4(b) of the Indenturezero. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee, the Owner Trustee and the Owner Delaware Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander 16 Sale and Servicing Agreement (SDART 2024-4) Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fourth Allocation of Principal, if any; (11) eleventh, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (1012) tenthtwelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (1113) elevenththirteenth, to the Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (1214) twelfthfourteenth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1i) first, (A) to the Servicer, the Servicing Fee, any Supplemental Servicing Fees and any Liquidation Reimbursements and all unpaid Servicing Fees, Supplemental Servicing Fees and Liquidation Reimbursements, if any, with respect to prior periods and (B) (i) to the Standby Servicer, any accrued and unpaid Standby Servicing Fees and reasonable expenses and indemnification amounts; provided, however, that, prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture, the expenses and indemnification amounts payable to the Standby Servicer pursuant to this clause first shall be limited to $125,000 per annum in the aggregate, and (ii) if the Standby Servicer becomes the successor Servicer, to the Standby Servicer, Servicing Transition Costs, to the extent not previously paid by the predecessor Servicer pursuant to Section 7.1(a), provided, that such Servicing Transition Costs payable pursuant to this clause first shall not exceed $200,000; provided, further, that amounts withdrawn from the Reserve Account may not be used to pay amounts due under clause (A) so long as BAC or an affiliate of BAC is the Servicer or under clause (B) so long as BAC or an affiliate of BAC is the Standby Servicer; (ii) second, to the Indenture Trustee and the Owner TrusteeTrustee (including in its individual capacity) and the Grantor Trust Trustee (including in its individual capacity), any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods)amounts, and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander ConsumerBAC; provided, however, that feesthat, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture), the expenses and indemnification amounts payable (A) to the Indenture Trustee pursuant to this clause second shall be limited to $125,000 per annum in the aggregate, (B) to the Owner Trustee and the Grantor Trust Trustee pursuant to this clause second shall be limited to $120,000 per annum in the aggregate, and (C) to the Asset Representations Reviewer pursuant to this clause second shall be limited to $150,000 per annum in the aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3iii) third, to the Noteholders of the Class A Notes, pro rata, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4iv) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless Prior to any acceleration of the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods), ) and any reasonable expenses and (including indemnification amounts to the extent amounts) not previously paid by Santander Consumerthe Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, Trustee and the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 100,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations ReviewerIndenture Trustee, any accrued and unpaid feesfees and reasonable expenses (including indemnification amounts) permitted under this Agreement, expenses the Trust Agreement and indemnification amounts the Indenture, as applicable, which have not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth thereinbeen previously paid; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the CertificateholdersResidual Interestholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the CertificateholdersResidual Interestholder.

Distributions. Borrower shall not, and shall not allow any Subsidiary to (a) Unless the Notes have been accelerated repurchase or redeem any class of capital stock or other equity interest other than (i) pursuant to Section 5.2 employee, director or consultant repurchase plans, (ii) employee stock option plans, (iii) the Series C Repurchase Agreement (subject to, for the avoidance of the Indenture, on each Payment Datedoubt, the Relevant Trustee (based on information contained specified cumulative limit in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8definition “Permitted Series C Repurchases”), (iv) shall make the following deposits and distributions, to the extent the Convertible Notes constitute capital stock or equity interests, the payment or delivery of Available Funds Plug Power Common Stock, cash or a combination thereof in connection with the settlement or conversion of the Convertible Notes and the Reserve Account Draw Amountrepurchase or redemption of Convertible Notes in accordance with the Convertible Notes Documentation, on deposit and (v) agreements entered into in the Collection Account for such Payment Dateordinary course of business, or other similar agreements or in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts connection with withholding taxes (including any such feesin connection with restricted stock agreements) incurred solely in connection with the foregoing, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, in each case (other than clause (iv)) the repurchase or redemption price does not exceed the original consideration paid for such stock or equity interest (other than the net exercise of any stock options), or (b) declare or pay any cash dividend or make a cash distribution on any class of stock or other equity interest, except that fees(i) a Subsidiary may pay dividends or make distributions to Borrower, expenses (ii) subject to Section 7.6, Borrower may make any cash payments required by the Convertible Notes Documentation, and indemnification amounts payable (iii) so long as no Event of Default has occurred and is continuing, Borrower may pay cash dividends pursuant to Permitted Series C Repurchases (subject to, for the Indenture Trusteeavoidance of doubt, the Owner Trustee cumulative limit indicated in such definition), or (c) lend money to any employees, officers or directors or guarantee the payment of any such loans granted by a third party in excess of $100,000 in the aggregate outstanding other than Permitted Investments or (d) waive, release or forgive any Indebtedness owed by any employees, officers or directors in excess of $100,000 in the aggregate; provided that notwithstanding clauses (a) and (b) above, so long as no Event of Default has occurred and is continuing, Borrower may repurchase and redeem (including for cash or for shares of Common Stock), and may make cash payments with respect to, the Asset Representations Reviewer pursuant Series D Preferred Stock, in each case, so long as such cash payments do not to this clause first shall be limited to exceed $300,000 per annum 20,000,000 in the aggregate (prior to or such higher amounts as the occurrence of an Event of Default of the type described Lender may approve in clauses (awriting), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, further that if there are not sufficient funds available to pay Plug Power may enter into and perform its obligations under the entire amount Permitted Equity Hedge Transactions, including, for the avoidance of the Accrued Class A Note Interestdoubt, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders premiums in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenturerespect thereof. (b) After The amendments set forth in this Section 2 are effective on the payment terms and conditions set forth in full Section 3 hereof and shall not be deemed to (1) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (2) otherwise prejudice any right or remedy which the Notes and all other amounts payable Lender may now have or may have in the future under Section 4.4(a), all Collections shall be paid to or in accordance connection with the instructions provided from time to time by the Certificateholdersany Loan Document.

Distributions. (a) Unless Prior to any acceleration of the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods), ) and any reasonable expenses and (including indemnification amounts to the extent amounts) not previously paid by Santander Consumerthe Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, Trustee and the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 100,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless On or before each Determination Date, the Notes have been accelerated pursuant Administrator shall calculate the Total Available Amount, the Administration Fee, the Aggregate Noteholders’ Interest Distributable Amount, the Aggregate Noteholders’ Priority Principal Distributable Amount, the Noteholders’ Regular Principal Distributable Amount, and all other amounts required to Section 5.2 determine the amounts, if any, to be deposited in or paid from each of the IndentureAART Collection Account and the Note Distribution Account and all amounts to be paid to the Reserve Account and to the Certificateholders on or before the related Distribution Date. (b) Except as otherwise provided in Section 4.05(c), on each Payment Distribution Date, the Relevant AART Indenture Trustee (based solely on the information contained in the ServicerAdministrator’s Certificate Accounting delivered on or before the related Determination Date pursuant to Section 3.82.06) shall make the following deposits and distributions, to distributions from the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the AART Collection Account for such Payment Date, in the following order of priority: (1i) first, to the Indenture Trustee and the Owner TrusteeAdministrator, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to of the Indenture TrusteeTotal Available Amount, the Owner Trustee Administration Fee for such Distribution Date and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)any unpaid Administration Fee from any preceding Distribution Date; (2ii) second, to the Servicer, extent of the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; Total Available Amount (3as such amount has been reduced by the distributions described in clause (i) third, above) to the Noteholders Note Distribution Account for the payment of interest on the Class A Notes, the Accrued Aggregate Class A Note Interest due and accrued for Distributable Amount; (iii) third, to the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount extent of the Accrued Class A Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) and (ii) above), to the Note Interest, the amounts available will be applied to Distribution Account for the payment of such interest principal on the Class A Notes on a pro rata basis based on in the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to priority specified in the Noteholders pursuant to Section 8.2(b) of the AART Indenture, the First Allocation of Principal, if anyPriority Principal Distributable Amount; (5iv) fifthfourth, to the Noteholders extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (iii) above), to the Note Distribution Account for the payment of interest on the Class B Notes, the Accrued Aggregate Class B Note Interest due and accrued for the related Interest PeriodDistributable Amount; (6v) sixthfifth, for distribution to the Noteholders in accordance with Section 8.2(b) extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (iv) above), to the Note Distribution Account for the payment of principal on the Notes in the priority specified in the AART Indenture, the Second Allocation of Principal, if anyPriority Principal Distributable Amount; (7vi) sixth, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (v) above), to the Note Distribution Account for the payment of interest on the Class C Notes, the Aggregate Class C Interest Distributable Amount; (vii) seventh, to the Noteholders extent of Class C Notesthe Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (vi) above), to the Accrued Class C Note Interest due and accrued Distribution Account for the related Interest Period; (8) eighth, for distribution to payment of principal on the Noteholders Notes in accordance with Section 8.2(b) of the priority specified in the AART Indenture, the Third Allocation Priority Principal Distributable Amount; Table of Principal, if any;Contents (9viii) nintheighth, to the Reserve Account, any additional amounts to the extent of the Total Available Amount, as such amount has been reduced by the distributions described in clauses (i) through (vii) above, the amount required to cause bring the amount of cash on deposit in therein up to the Reserve Account Required Amount (after giving effect to equal all distributions to the Specified Reserve Account Balancedescribed in Section 3.03 of the Servicing Agreement); (10ix) ninth, to the extent of the Total Available Amount, as such amount has been reduced by the distributions described in clauses (i) through (viii) above, to the Note Distribution Account for the payment of principal on the Notes in accordance with the AART Indenture, the Noteholders’ Regular Principal Distributable Amount; (x) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) AART Indenture Trustee, to the extent of the IndentureTotal Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (ix) above), for reimbursement of any costs associated with the Regular Allocation replacement of Principal, if any;the Administrator and appointment of a successor Administrator pursuant to the Administration Agreement not otherwise previously paid; and (11xi) eleventh, to the Indenture Trustee, Certificateholders (or if the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid Certificate Distribution Account has been established pursuant to clause first Section 5.1 of this Section 4.4(a) due solely the Trust Agreement, then to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the such Certificate Distribution Account for distribution to the Certificateholders. Certificateholders on a pro rata basis), any portion of the Total Available Amount remaining after the distributions described in clauses (i) through (x) above. (c) Notwithstanding the foregoing, at any other provision time that the Notes have not been paid in full and the principal balance of this Section 4.4, the Notes has been declared immediately due and payable following the occurrence and during the continuation of an AART Event of Default which has resulted in an acceleration under Section 5.1(a), 5.1(b), 5.1(c), 5.1(d), 5.1(e) or 5.1(f) of the NotesAART Indenture, then (unless Section 4.05(d) of this Agreement is applicable) until such time as the Notes have been paid in full and the AART Indenture has been discharged or the foregoing Events of Default have been cured or waived as provided in Section 5.2(b) of the AART Indenture, the Indenture Trustee shall apply all order in which the amounts on deposit in allocated to the Collection Note Distribution Account pursuant to clause (i) through (ix) of Section 5.4(b4.05(b) of this Agreement shall be used to make payments to Noteholders in the order specified in Section 2.7(c) of the AART Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless The Servicer shall calculate all amounts required to be deposited pursuant to this Section and deliver a Servicer’s Certificate on or before the Notes have been accelerated second Business Day prior to each Payment Date pursuant to Section 5.2 4.09. (b) On each Payment Date, except as specified in Section 5.04(b) of the Indenture, on each Payment Date, the Relevant Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on or before the related Determination second Business Day prior to each Payment Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, to the extent of distributions from Available Funds and the Reserve Account Draw Amount, Amounts on deposit in the Collection Account for such Payment DateAccount, including amounts deposited pursuant to Section 5.06(b), in the following order of and priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all Fee, including any unpaid Servicing Fees with respect to one or more prior periodsCollection Periods, and Advances not previously reimbursed to the Servicer; (3ii) third, to the Noteholders of the Class A NotesNoteholders, (a) the Accrued Class A Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod on each of the Class A Notes at their respective interest rates on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class A Noteholders on the preceding Payment Date; providedand (b) the excess, if any, of the amount of interest payable to the Class A Noteholders on those prior Payment Dates over the amounts actually paid to the Class A Noteholders on those prior Payment Dates, plus interest on any such shortfall at their respective interest rates to the extent permitted by law; provided that if there are not sufficient funds available to pay the entire amount of the Accrued accrued and unpaid interest on the Class A Note InterestNotes, the amounts available will shall be applied to the payment of such interest on the Class A Notes on a pro rata basis based on upon the amount of interest payable to due on each Class of Class A Notes; (4iii) fourthto the Noteholders, for distribution to the Noteholders pursuant to Section 8.2(b8.02(d) of the Indenture, the First Allocation of PrincipalPriority Principal Distribution Amount, if any; (5iv) fifth, to the Noteholders of the Class B NotesNoteholders, (a) the Accrued Class B Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod on each of the Class B Notes at the Class B Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class B Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class B Noteholders on prior Payment Dates over the amounts actually paid to the Class B Noteholders on those prior Payment Dates, plus interest on any such shortfall at the Class B Rate to the extent permitted by law; (6v) sixthto the Noteholders, for distribution pursuant to the Noteholders in accordance with Section 8.2(b8.02(d) of the Indenture, the Second Allocation of PrincipalPriority Principal Distribution Amount, if any; (7vi) seventh, to the Noteholders of Class C NotesNoteholders, (a) the Accrued Class C Note Interest due and aggregate amount of interest accrued for the related Interest PeriodPeriod on each of the Class C Notes at the Class C Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class C Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class C Noteholders on prior Payment Dates over the amounts actually paid to the Class C Noteholders on prior Payment Dates, plus interest on any such shortfall at the Class C Rate to the extent permitted by law; (8) eighthvii) to the Noteholders, for distribution pursuant to the Noteholders in accordance with Section 8.2(b8.02(d) of the Indenture, the Third Allocation of PrincipalPriority Principal Distribution Amount, if any; (9viii) ninth, to the Reserve AccountClass D Noteholders, any additional amounts required (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class D Notes at the Class D Rate on the principal outstanding as of the previous Payment Date after giving effect to cause all payments of principal to the Class D Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of cash interest payable to the Class D Noteholders on deposit in prior Payment Dates over the Reserve Account amounts actually paid to equal the Specified Reserve Account BalanceClass D Noteholders on prior Payment Dates, plus interest on any such shortfall at the Class D Rate to the extent permitted by law; (10ix) tenthto the Noteholders, for distribution pursuant to the Noteholders in accordance with Section 8.2(b8.02(d) of the Indenture, the Regular Allocation of PrincipalPrincipal Distribution Amount; (x) to the Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount on deposit in that account to equal the Reserve Account Required Amount; (11xi) eleventhfirst, to the Indenture Trustee and the Owner Trustee, the Owner Trustee pro rata, and second, to the Asset Representations Reviewer, any accrued reimbursements, expenses and unpaid feesindemnification amounts, in each case to the extent such reimbursements, expenses and indemnification amounts have not been previously paid pursuant to clause first of this Section 4.4(a) due solely by the Servicer and to the per annum limitation set forth thereinSecurities Intermediary, any accrued and unpaid indemnification expenses owed to it; and (12xii) twelfth, any funds remaining, remaining Available Amounts indicated in the Servicer’s Report to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to be for deposit into the Certificate Distribution Account for subsequent distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account Certificateholder pursuant to Section 5.4(b) 5.02 of the IndentureTrust Agreement. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless The rights of the Notes have been accelerated Certificateholders to receive distributions from the proceeds of the Trust Fund, and all ownership interests of the Certificateholders in such distributions, shall be as set forth in this Agreement. (b) On each Remittance Date the Trustee shall withdraw from the Certificate Account the sum of (A) that portion of the Available Funds received from the Servicer pursuant to Section 5.2 of 6.01(a)(i), (B) the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date amounts received pursuant to Section 3.86.01(a)(ii) shall and (iv) and (C) the amounts deposited therein pursuant to Section 6.02(b)(i), and make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, distributions thereof in the following order of priority: (1i) firstFirst, to the Indenture Trustee Class A Certificates in an amount up to the Class A Interest Distribution Amount; (ii) Second, to the Class A Certificates in an amount up to the sum of (a) the Class A Principal Distribution Amount and (b) the Owner TrusteeClass A Carry Forward Amount; (iii) Third, to the Spread Account, any accrued remaining Available Funds unless and unpaid feesuntil the amount therein equals the Specified Spread Account Requirement; (iv) Fourth, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations ReviewerClass B Certificates in an amount up to the Class B Interest Distribution Amount minus the Class Carry Forward Interest Amount for the Class B Certificates; (v) Fifth, to the Class B Certificates, in an amount up to the sum of (a) the Class B Principal Distribution Amount and (b) the Class B Carry Forward Amount; (vi) Sixth, to the Expense Account in an amount up to one-twelfth of the Annual Expense Escrow Amount plus any amount required to be paid to the Trustee pursuant to Section 6.03(a) resulting from insufficiencies in the Expense Account; (vii) Seventh, to the Class B Certificates, the Class Carry Forward Interest Amount for the Class B Certificates; (viii) Eighth, to the Servicer in an amount up to the Reimbursable Amounts; (ix) Ninth, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification remaining amounts to the extent not previously paid by Santander Consumer; providedSpread Account Depositor. Additionally, however, that fees, expenses and indemnification amounts payable to on the Indenture TrusteeSpecial Remittance Date, the Owner Trustee and shall withdraw from the Asset Representations Reviewer Certificate Account the amount, if any, deposited therein pursuant to this clause first shall be limited Section 6.01(a)(v) and make distributions thereof as follows: from amounts transferred from the Pre-Funding Account, distributions of principal to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued and Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on B Certificates pro rata based upon the Class A Notes and Class B Percentages. (c) All distributions made to the Certificateholders of a particular Class will be made on a pro rata basis based among the Certificateholders of record of the applicable Class on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata next preceding Record Date based on the Percentage Interest of each represented by their respective Certificates on such date, and shall be made by check or, upon request by a Certificateholder, or, by wire transfer of immediately available funds to the extent Definitive Certificates have been issuedaccount of such Certificateholder at a bank or other entity having appropriate facilities therefor, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4and, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) case of wire transfers, at the Indentureexpense of such Certificateholder unless such Certificateholder shall own of record Certificates which have initial Certificate Principal Balances aggregating at least $5,000,000. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless From time to time and not less than quarterly, the Notes have been accelerated Board of Managers shall review the Company’s accounts to determine whether the Company has available cash which is not necessary to retain and can be distributed to its Members. In no event, however, shall funds be advanced or borrowed for purpose of Distributions, if the amount of such Distributions would exceed the Company’s accrued and received revenues for the previous four (4) quarters, less paid and accrued operating costs with respect to such revenues and costs shall be made in accordance with generally accepted accounting principles, consistently applied. Cash Distributions from the Company to the Sponsor shall only be made in conjunction with Distributions to Members and only out of funds properly allocated to the Sponsor’s account. The Board of Managers shall cause the Company to set aside adequate reserves for normal replacements and contingencies (but not for the payment of fees payable to the Advisor). The Company shall make Distributions to the Members pursuant to this Section 9.2 as follows: (i) First, Company NAV shall be determined pursuant to this Agreement and Distributions shall be allocated among the Class A Units, the Class C Units, the Class I Units, the Class W Units, the Class Y Units and the Class Z units (as well as any subsequently authorized Class) pro rata in proportion to the Relative NAV of each Class; (ii) Second, the Distributions allocable to any given Class pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.89.2(b)(i) shall make be allocated and distributed among the following deposits and distributions, to the extent respective holders of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment Units of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on their Percentage Interests of such Class with (A) the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration amount of the Notes, ongoing distribution fee payable by the Indenture Trustee shall apply all amounts on deposit in Company with respect to Class C Units being deducted from the Collection Account Distributions available to Class C Units pursuant to Section 5.4(b9.2(b)(i); (B) the amount of the Indentureannual Dealer Manager fee payable by the Company with respect to Class I Units being deducted from the Distributions available to Class I Units pursuant to Section 9.2(b)(i); (C) the amount of the annual Dealer Manager fee payable by the Company with respect to Class W Units being deducted from the Distributions available to Class W Units pursuant to Section 9.2(b)(i); and (D) the amount of the annual service fee payable by the Company with respect to the Class W Units being deducted from the Distributions available to Class W Units pursuant to Section 9.2(b)(i); all as reserved by the Company for payment or paid by the Company to the Dealer Manager, which amounts shall be deemed distributed to holders of the specified Class of Units. (bc) After The Company will make no Distributions of in-kind property except for Distributions of readily marketable securities, distributions of beneficial interests in a liquidating trust established for the payment in full dissolution of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to Company or Distributions in connection with the liquidation of the Assets in accordance with the instructions provided from time terms of this Agreement unless: (i) the Board of Managers advises each Member of the risks associated with direct ownership of the property, (ii) the Board of Managers offers each Member the election of receiving in-kind property Distributions, and (iii) the Company distributes in-kind property only to time those Members who accept such offer by the CertificateholdersBoard of Managers.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee, the Owner Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid Indenture Trustee fees, Owner Trustee fees and Asset Representations Reviewer fees with respect to prior periods), ) and any reasonable expenses and (including indemnification amounts to the extent amounts) not previously paid by Santander Consumer14 Sale and Servicing Agreement (2016-3) Consumer (in the case of such amounts owing to the Asset Representations Reviewer) or the Servicer (in the case of such amounts owing to the Indenture Trustee or the Owner Trustee), as applicable; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fourth Allocation of Principal, if any; (11) eleventh, to the Noteholders of Class E Notes, the Accrued Class E Note Interest due and accrued for the related Interest Period; (12) twelfth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fifth Allocation of Principal, if any; (13) thirteenth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, apply solely to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Certificate Account for such Payment Date, in the following order of priorityas follows: (1i) first, to the Indenture Trustee and the Owner Trustee, reimbursement for any accrued approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent approved by not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default less than 100% of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)Certificateholders; (2ii) second, pro rata to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders holders of the Class A NotesCertificates and Class B Certificates, the Accrued Class A Note Interest due and interest accrued for during the related Interest Period; provided, that if there are not sufficient funds available to pay Collection Period at the entire rate of 7.00% per annum on the stated amount of the Accrued Class A Note InterestCertificates and 0.95% per annum multiplied by the principal amount of the Underlying Securities (the "Class B Payments") to holders of the Class B Certificates on such Distribution Date, commencing on April 15, 1999 and ending on the amounts available will be applied Final Scheduled Distribution Date; (iii) third, pro rata in accordance with the Allocation Ratio to the payment holders of such interest on the Class A Notes on Certificateholders and Class B Certificateholders, if available, any additional payments owed and paid by the Underlying Securities Issuer as a pro rata basis based result of a delay in the receipt by the Trustee of any payment on the amount of interest payable to each Class of Class A NotesUnderlying Securities; (4iv) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) Class A Certificateholders, on the Final Scheduled Distribution Date only, a distribution of the Indenture, principal amount of the First Allocation Underlying Securities held by the Trust as of Principal, if anysuch date; (5v) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth thereinOrdinary Expenses; and (12vi) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, orsixth, to the extent Definitive Certificates have been issuedthere remain Available Funds in the Certificate Account, to any creditors of the Trust in satisfaction of liabilities thereto. Subject to Section 9(c) hereof, to the Certificate extent Available Funds are insufficient to make any required distributions due to any Class of Certificates on any Distribution Account for distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date on which sufficient funds are available on the Available Funds to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenturepay such shortfall. (b) After On the payment in full Optional Exchange Date, if applicable, the Trustee shall distribute to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. or any of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or its Affiliates Underlying Securities in accordance with the instructions provided from time to time by the CertificateholdersSection 7 hereof.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Relevant Trustee (based on information contained Paying Agent, in accordance with the report delivered for such day pursuant to SECTION 5.1(a), shall withdraw from amounts deposited in the Servicer’s Series 2002-A Certificate delivered on or before Account during the related Determination Date pursuant Related Collection Period such amount of funds as are necessary to Section 3.8) provide for the payments set forth below and shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, payments in the following order of priorityon such Distribution Date: (1i) firstFIRST, an amount equal to the amount calculated pursuant to SECTION 4.3(a) shall be distributed to the Trustee and Servicer, respectively; (ii) SECOND, an amount equal to the Quarterly Interest due on such Distribution Date and any Additional Amounts with respect to the Series 2002-A Series shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iii) THIRD, if (but only if) a Series 2002-A Rapid Amortization Period has not commenced, an amount equal to the Series 2002-A Quarterly Principal Amortization Amount shall be distributed PRO RATA to each Series 2002-A Certificateholder; (iv) FOURTH, if (but only if) a Series 2002-A Rapid Amortization Period has commenced, an amount up to the outstanding Series 2002-A Certificate Balance shall be distributed PRO RATA to each Series 2002-A Certificateholder; (v) FIFTH, to the Indenture Trustee and the Owner Trustee, Holders of Certificates of any Series or other Persons to whom any other accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such feesindemnification amounts) or other obligations payable from the Trust Assets are payable, expenses and indemnification amounts with respect to prior periods), and an amount up to the Asset Representations Reviewer, any accrued and aggregate of such unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)obligations; (2vi) secondSIXTH, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis Subordinated Certificateholders PRO RATA based on the principal amount of interest payable each Subordinated Certificate held by such Person in an amount not to each Class exceed the outstanding balance of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth thereinsuch Subordinated Certificates; and (12vii) twelfthSEVENTH, any funds remaining, all remaining amounts to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration Sellers as Holders of the NotesSellers' Certificate in accordance with each Seller's applicable Seller Percentage or as the Sellers may direct, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indentureeach case by wire transfer. (b) After The Paying Agent shall make all distributions to each Series 2002-A Certificateholder of record on the payment immediately preceding Record Date (other than as provided in full Section 9.3 of the Notes and all other amounts payable under Section 4.4(aMaster Trust Agreement respecting a final distribution), all Collections . Such distributions shall be paid made PRO RATA to or in accordance with each Series 2002-A Certificateholder (based on the instructions provided from time ratio of the portion of the Series 2002-A Certificate Balance represented by each Series 2002-A Certificate held by such Certificateholder to time the Series 2002-A Certificate Balance) by wire transfer to each Series 2002-A Certificateholder as such Person's address appears on the CertificateholdersCertificate Register.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Relevant Trustee (based on information contained shall apply the funds in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributionsAccount, solely to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment DateCertificate Account, in the following order of priorityas follows: (1i) first, to the Indenture Trustee and the Owner Trustee, reimbursement for any accrued approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent approved by not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default less than 100% of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)Certificateholders; (2ii) second, pro rata to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders holders of the Class A NotesCertificates and Class B Certificates, the Accrued Class A Note Interest due and distributions accrued for during the related Interest Period; provided, that if there are not sufficient funds available to pay Collection Period at the entire rate of 7.625% per annum on the stated amount of the Accrued Class A Note Interest, the amounts available will be applied Certificates to the payment holders of such interest on the Class A Notes Certificates on a pro rata basis based such Distribution Date and 0.125% per annum multiplied by the notional principal amount of Class B Certificates to holders of the Class B Certificates on such Distribution Date, commencing on December 1, 2002 and ending on the amount of interest payable to each Class of Class A NotesFinal Scheduled Distribution Date; (4iii) third, divided between the Classes in accordance with the proportionate interest of each Class in any delayed interest payments on the Underlying Securities (e.g., 7.625/7.75 to the Class A Certificateholders and 0.125/7.75 to the Class B Certificateholders) and each Class' portion distributed to the holders of each Class pro rata, if available, any additional payments paid by the Underlying Securities Issuer as a result of a delay in the receipt by the Trustee of any interest payment on the Underlying Securities; (iv) fourth, for distribution pro rata to the Noteholders pursuant to Section 8.2(b) Class A Certificateholders, on the Final Scheduled Distribution Date only, a distribution of the Indenture, aggregate principal amount of the First Allocation of Principal, if anyUnderlying Securities; (5v) fifth, to the Noteholders extent there remain Available Funds in the Certificate Account, to any creditors of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders Trust in accordance with Section 8.2(b) satisfaction of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth thereinliabilities thereto; and (12vi) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, orsixth, to the extent Definitive Certificates have been issuedthere remain Available Funds in the Certificate Account, to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Services, Inc. and if no Available Funds remain in the Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the Certificate Distribution Account for distribution extent Available Funds are insufficient to make any required distributions due to the CertificateholdersCertificates on any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Notwithstanding Neither ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. nor any other provision of this Section 4.4, following its Affiliates will have any claim against the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account Trust pursuant to Section 5.4(b5(a)(vi) of if the IndentureTrust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate Account on such Distribution Date. (b) After On an Optional Exchange Date, the payment in full Trustee shall distribute to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. or any of its Affiliates, other than the Notes and all Depositor, or any other amounts payable under Person exercising an optional exchange pursuant to Section 4.4(a)7 hereof, all Collections shall be paid to or as the case may be, Underlying Securities in accordance with the instructions provided from time to time by the CertificateholdersSection 7 hereof.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Relevant Trustee (based on information contained shall apply the funds in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributionsAccount, solely to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment DateCertificate Account, in the following order of priorityas follows: (1i) first, to the Indenture Trustee and the Owner Trustee, reimbursement for any accrued approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent approved by not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default less than 100% of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)Certificateholders; (2ii) second, pro rata to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders holders of the Class A NotesCertificates and Class B Certificates, the Accrued Class A Note Interest due and distributions accrued for during the related Interest Period; provided, that if there are not sufficient funds available to pay Collection Period at the entire rate of 6.00% per annum on the stated amount of the Accrued Class A Note Interest, the amounts available will be applied Certificates to the payment holders of such interest on the Class A Notes Certificates on a pro rata basis based such Distribution Date and 0.125% per annum multiplied by the notional principal amount of Class B Certificates to holders of the Class B Certificates on such Distribution Date, commencing on August 15, 2003 and ending on the amount of interest payable to each Class of Class A NotesFinal Scheduled Distribution Date; (4iii) third, divided between the Classes in accordance with the proportionate interest of each Class in any delayed interest payments on the Underlying Securities (e.g., 6.00/6.125 to the Class A Certificateholders and 0.125/6.125 to the Class B Certificateholders) and each Class' portion distributed to the holders of each Class pro rata, if available, any additional payments paid by the Underlying Securities Issuer as a result of a delay in the receipt by the Trustee of any interest payment on the Underlying Securities; (iv) fourth, for distribution pro rata to the Noteholders pursuant to Section 8.2(b) Class A Certificateholders, on the Final Scheduled Distribution Date only, a distribution of the Indenture, aggregate principal amount of the First Allocation of Principal, if anyUnderlying Securities; (5v) fifth, to the Noteholders extent there remain Available Funds in the Certificate Account, to any creditors of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders Trust in accordance with Section 8.2(b) satisfaction of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth thereinliabilities thereto; and (12vi) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, orsixth, to the extent Definitive Certificates have been issuedthere remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc. and if no Available Funds r▇▇▇▇▇ ▇n ▇▇▇ Certificate Account then no distribution will be made pursuant to this Section 5(a)(vi). Subject to Section 9(c) hereof, to the Certificate Distribution Account for distribution extent Available Funds are insufficient to make any required distributions due to the CertificateholdersCertificates on any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Notwithstanding Neither Merrill Lynch & Co. nor any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account its Affiliates will have any claim aga▇▇▇▇ ▇▇e ▇▇▇▇t pursuant to Section 5.4(b5(a)(vi) of if the IndentureTrust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate Account on such Distribution Date. (b) After On an Optional Exchange Date, the payment in full Trustee shall distribute to Merrill Lynch & Co. or any of its Affiliates, other than the Notes and all other amounts payable under Deposito▇, ▇▇ ▇n▇ ▇▇▇er Person exercising an optional exchange pursuant to Section 4.4(a)7 hereof, all Collections shall be paid to or as the case may be, Underlying Securities in accordance with the instructions provided from time to time by the CertificateholdersSection 7 hereof.

Distributions. (a) Unless Prior to any acceleration of the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Payment Date, the Relevant Indenture Trustee (based on information contained in the Servicer’s 's Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid Indenture Trustee or Owner Trustee fees with respect to prior periods), ) and any reasonable expenses and (including indemnification amounts to the extent amounts) not previously paid by Santander Consumerthe Servicer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, Trustee and the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first and clause first of Section 5.4(b)(i) of the Indenture shall be limited to $300,000 150,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notesbasis; (4) fourth, to the Principal Distribution Account for distribution to the Noteholders pursuant to Section 8.2(b) 8.2 of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b) 8.2 of the Indenture, the Second Total Class A Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C NotesReserve Account, any additional amounts required to increase the Accrued Class C Note Interest due and accrued for amount in the related Interest PeriodReserve Account up to the Specified Reserve Account Balance; (8) eighth, to the Principal Distribution Account for distribution to the Noteholders in accordance with Section 8.2(b) 8.2 of the Indenture, the Third Total Class B Allocation of Principal, if any; (9) ninth, to the Reserve AccountOwner Trustee and the Indenture Trustee, any additional amounts required to cause expenses (including indemnification amounts) permitted under the amount of cash on deposit in Trust Agreement and the Reserve Account to equal the Specified Reserve Account Balance;Indenture, as applicable, which have not been previously paid; and (10) tenth, for distribution to or at the Noteholders in accordance with Section 8.2(b) direction of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfthCertificateholder, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenture. (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless Subject to the Notes have been accelerated provisions set forth in Clause Third, paragraph (b), if the Company redeems or reimburses, at any time, any of the Pledged Shares, or pays a dividend or distribution in respect of such Pledged Shares (whether in cash or in kind or by issuing additional shares), (i) the additional shares arising therefrom shall be pledged or deemed to be pledged, as applicable, pursuant to Section 5.2 this Agreement, and for purposes of the Indenturethis Agreement, on each Payment Datesuch additional shares shall be considered as “Pledged Shares”, the Relevant Trustee and (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8ii) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periodsany payments in cash resulting from such redemption, reimbursement or dividend payment, each of the Pledgor and the Pledgee hereby agree that, if an Enforcement Event shall have occurred and be continuing (and for which an Enforcement Notice has been delivered to the relevant Pledgor), and such cash shall be paid exclusively to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees Pledgee in accordance with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), paragraph (b) below and the Intercreditor Agreement, and if no Enforcement Event shall have occurred, such cash shall be released to the Pledgor. If any such cash or (e) additional shares were received by the Pledgor, and such cash or additional shares are to remain pledged hereunder, the Pledgor agrees to immediately deliver to the Pledgee the share certificates of Section 5.1 corresponding to said shares, duly endorsed as guarantee, or the cash, together with a copy of the Indenture); (2) second, to notation made by the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders Secretary or authorized officer of the Class A NotesCompany in the Shares Registry Book of the Company, the Accrued Class A Note Interest due evidencing that such additional shares have been pledged in favor and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount benefit of the Accrued Class A Note InterestSecured Parties, acting through the amounts available will be applied to the payment of such interest on the Class A Pledgee, as Collateral Agent and Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the IndentureForeign Collateral Agent. (b) After Notwithstanding the payment terms of Clause Third, paragraph (a), if no Enforcement Event shall have occurred and no Enforcement Notice provided, the Pledgor shall have the right to receive any cash arising from a redemption, reimbursement or dividend, in full cash or in kind (other than shares), that shall have been approved and paid in respect of the Notes Pledged Shares. Upon the occurrence and all other amounts payable under Section 4.4(acontinuation of an Enforcement Event (for which an Enforcement Notice has been delivered to the relevant Pledgor), all Collections any cash resulting from a redemption, reimbursement or dividend shall be paid exclusively to or in accordance with the instructions provided from time Pledgee to time by be applied exclusively to the Certificateholderspayment of the Secured Obligations, subject to the provisions of the Intercreditor Agreement.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on On each Payment Determination Date, the Relevant Trustee Servicer shall calculate all amounts required to determine the amounts, if any, to be remitted to the Class A Noteholders, the Class B Noteholders, the Swap Counterparty and the Certificateholders. (based on information contained b) On the second Business Day prior to each Distribution Date, the Servicer shall instruct the Indenture Trustee, which instruction shall be in the form of Schedule D (or such other form that is acceptable to the Indenture Trustee and the Servicer’s Certificate delivered on or before the related Determination Date pursuant ), to Section 3.8) shall make the following deposits and distributionsdistributions for receipt by the Servicer, the Noteholders, or for deposit in the applicable Trust Account or Certificate Distribution Account by 11:00 A.M. (New York time) on such following Distribution Date to the extent of Available Funds and the Reserve Account Draw Amount, Total Distribution Amount on deposit in the Collection Account for such Payment Date(and any funds are to be distributed pursuant to Section 6.14(d) of the Indenture), in the following order of priority: (1i) first, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to from prior periodsCollection Periods; (3ii) third, to the Noteholders of Administrator under the Administration Agreement, the Administration Fee and all unpaid Administration Fees from prior Collection Periods; (iii) to the Swap Counterparty, any Net Swap Payment owed on such Distribution Date; (iv) to the Class A NotesNoteholders and the Swap Counterparty, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on pro rata the Class A Notes Noteholders' Interest Distributable Amount and any Senior Swap Termination Payment owed on a pro rata basis based on the amount of interest payable to each Class of Class A Notessuch Distribution Date, respectively; (4v) fourth, for distribution to the Noteholders pursuant to Section 8.2(b) of the IndenturePrincipal Distribution Account, the First Allocation of PrincipalPriority Principal Distribution Amount, if any; (5vi) fifth, to the Noteholders of the Class B NotesNoteholders, the Accrued Class B Note Noteholders' Interest due and accrued for the related Interest PeriodDistributable Amount; (6vii) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the IndenturePrincipal Distribution Account, the Second Allocation of Principal, if anyRegular Principal Distribution Amount; (7viii) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required an amount equal to cause the excess of the Specified Reserve Account Balance over the amount of cash on deposit in the Reserve Account on such Distribution Date; provided, that, on or prior to equal the Distribution Date on which the amount on deposit in the Reserve Account equals the Specified Reserve Account Balance, the amount deposited in the Reserve Account pursuant to this clause (viii) shall not exceed the Net Excess Spread for the applicable Distribution Date; (10ix) tenthpro rata, for distribution to the Indenture Trustee under the Indenture, all unpaid Indenture Trustee's fees and expenses, and to the Issuing Entity, the amount of any state taxes payable by the Issuing Entity; (x) to the Swap Counterparty, any Subordinated Swap Termination Payments owed on such Distribution Date; and (xi) to the Certificate Distribution Account, the remaining Total Distribution Amount. (c) On the second Business Day prior to each Distribution Date, the Servicer shall instruct the Indenture Trustee, which instruction shall be in the form of Schedule D (or such other form that is acceptable to the Indenture Trustee and the Servicer), to make the following distributions from the Principal Distribution Account by 11:00 A.M. (New York time) on such following Distribution Date in the following order of priority: (i) to the Class A-1 Noteholders in accordance with reduction of the Outstanding Principal Amount of the Class A-1 Notes until the Outstanding Principal Amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the Outstanding Principal Amount of the Class A-2 Notes until the Outstanding Principal Amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the Outstanding Principal Amount of the Class A-3 Notes until the Outstanding Principal Amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the Outstanding Principal Amount of the Class B Notes until the Outstanding Principal Amount thereof has been reduced to zero; and (v) to the Certificate Distribution Account, any funds remaining on deposit in the Principal Distribution Account. (d) Notwithstanding anything in this Section 8.2(b) 5.05 to the contrary, if an Event of Default under the Indenture occurs and the maturities of the Notes are accelerated pursuant to Section 5.02 of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and (12) twelfth, any funds remaining, to the Certificateholders, pro rata based on the Percentage Interest of each Certificateholder, or, to the extent Definitive Certificates have been issued, to the Certificate Distribution Account for distribution to the Certificateholders. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to shall be applied in accordance with Section 5.4(b5.04(b) or 5.04(c) of the Indenture. (be) After In the event that any withholding tax is imposed on the Issuing Entity's payment in full (or allocations of income) to the Notes and all other amounts payable under Section 4.4(a)Class B Noteholders, all Collections such tax shall be paid reduce the amount otherwise distributable to or the Class B Noteholders in accordance with this Section. The Indenture Trustee is hereby authorized to retain from amounts otherwise distributable to the instructions provided from time Class B Noteholders sufficient funds for the payment of any tax that is legally owed or required to time be withheld by the CertificateholdersIssuing Entity (but such authorization shall not prevent the Issuing Entity or the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the Class B Noteholders shall be treated as cash distributed to the Class B Noteholders at the time it is withheld by the Issuing Entity and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (e). In the event that the Class B Noteholders wish to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with the Class B Noteholders in making such claim so long as the Class B Noteholders agrees to reimburse the Indenture Trustee for any out-of-pocket expenses incurred.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Relevant Indenture Trustee shall (based solely on the information contained in the Servicer’s Certificate delivered on or before with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period, (y) the Reserve Account Withdrawal Amount for such Distribution Date pursuant and (z) the Class N Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to Section 3.8) shall make distribute the following deposits and distributionsamounts from the Collection Account unless otherwise specified, to the extent of Available Funds the sources of funds stated to be available therefor, and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority; provided, that any amounts withdrawn from the Class N Reserve Account for distribution on such Distribution Date (including, without limitation, the Class N Reserve Account Withdrawal Amount) shall be available solely for application pursuant to clauses (xx) through (xxiv) below, and shall constitute “Total Available Funds” solely with respect to such clauses: (1i) firstfrom the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3, to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer; to Exeter, any amounts paid by Obligors during the related Collection Period that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables, and (4) to any successor Servicer, transition fees not to exceed $200,000 (including boarding fees) in the aggregate; (ii) from the Total Available Funds, to each of the Indenture Trustee Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Custodian, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourthamounts due, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (6) sixth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any their respective accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and indemnities (12) twelfth, any funds remainingin each case, to the Certificateholdersextent such fees, expenses and indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the Issuer, and provided that such fees, expenses and indemnities payable shall not exceed (u) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (w) $100,000 in the aggregate in any calendar year to the Indenture Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (x) $50,000 in the aggregate in any calendar year to the Asset Representations Reviewer, (y) $50,000 in the aggregate in any calendar year to the Lockbox Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the Percentage amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the Noteholders’ Interest of each Certificateholder, orDistributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, to the extent Definitive Certificates have been issuedNote Distribution Account for further distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Principal Payment Amount; (xx) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class N Noteholders, the Noteholders’ Interest Distributable Amount for the Class N Notes for such Distribution Date; (xxi) from the Total Available Funds, to the Class N Reserve Account, the Class N Reserve Account Deposit Amount for such Distribution Date; (xxii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class N Noteholders, the amount necessary to reduce the outstanding principal balance of the Class N Notes to zero; (xxiii) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Custodian, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the CertificateholdersCertificateholders in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Indenture Trustee will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii), (xv) and (xx) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and (xvii) above. Notwithstanding the foregoing, if on any other provision of this Distribution Date the distribution priorities set forth in Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration 5.6(a) or Section 5.6(b) of the NotesIndenture are applicable then all distributions of Total Available Funds on such Distribution Date will be made in accordance with such applicable section of the Indenture rather than in accordance with the priorities set forth above. (b) On each Distribution Date, the Indenture Trustee shall apply all or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xvi), (xvii) and (xix) of paragraph (a) above on deposit that Distribution Date in the Collection listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal amount of the Class A-1 Notes, until the outstanding principal amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount thereof has been reduced to zero; and (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero. (c) The amount deposited in the Note Distribution Account pursuant to Section 5.4(b5.7(a)(xxii) shall be applied to the Class N Notes, until the outstanding principal amount of the Class N Notes is reduced to zero. (d) In the event that the Collection Account is maintained with an institution other than the Indenture Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (e) In the event that any withholding tax is imposed on the Holding Trust’s payment (or allocations of income) to a Holding Trust Certificateholder or the Issuer’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Holding Trust Certificateholders or Noteholders sufficient funds for the payment of any tax attributable to the Holding Trust or the Issuer, as applicable (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Holding Trust Certificateholder or Noteholder shall be treated as cash distributed to such Holding Trust Certificateholder or Noteholder at the time it is withheld by Holding Trust or the Issuer, as applicable, and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Holding Trust Certificateholder or a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (f) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which may be standing instructions). Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (bg) After Subject to Section 5.1 and this section, monies received by the payment Indenture Trustee hereunder need not be segregated in full of any manner except to the Notes extent required by law and all other amounts payable may be deposited under such general conditions as may be prescribed by law, and the Indenture Trustee shall not be liable for any interest thereon. (h) Notwithstanding Section 4.4(a5.7(a), all Collections shall be paid to or the Servicer shall, in the same order and priority described in such Section and in accordance with the instructions provided from time written directions of Exeter Finance LLC, direct the Indenture Trustee to time distribute to Exeter Finance LLC any amounts otherwise payable to the Lockbox Bank pursuant to such Section, to the extent that such amounts were withdrawn directly by the CertificateholdersLockbox Bank from funds on deposit in a bank account of Exeter Finance LLC.

Distributions. Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, make any Distribution, other than the following (collectively, “Permitted Distributions”): (a) Unless the Notes have been accelerated pursuant each Restricted Subsidiary may make Distributions to Section 5.2 of the Indenture, on each Payment DateHoldings, the Relevant Trustee Borrower and to other Restricted Subsidiaries (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Dateand, in the following order case of priority: (1) firsta Distribution by a non- Wholly Owned Restricted Subsidiary, to Holdings, the Indenture Trustee Borrower and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect to prior periods), other Restricted Subsidiary and to the Asset Representations Reviewer, any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first shall be limited to $300,000 per annum in the aggregate (prior to the occurrence each other owner of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture); (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available will be applied to the payment Stock of such interest on the Class A Notes Restricted Subsidiary on a pro rata basis based on their relative ownership interests of the amount relevant class of interest payable to each Class of Class A NotesStock); (4b) fourthwithout duplication of any Distributions made pursuant to clause (c) below, (i) Holdings may (or may make Distributions to permit any Parent Entity to directly or indirectly) redeem in whole or in part any of its Stock (A) for another class of its (or such Parent Entity’s) Stock or rights to acquire its Stock (or its Parent’s Stock), (B) with proceeds from substantially concurrent direct or indirect equity contributions by any Parent Entity to Holdings, or (C) with proceeds from substantially concurrent issuances of new Stock of Holdings (or new Stock of any Parent Entity); provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Stock referenced in clause (A) or (C) are at least as advantageous to the Lenders as those contained in the Stock redeemed thereby and (ii) Holdings may declare and make any Distribution payable solely in the Stock (other than Disqualified Stock not otherwise permitted by Section 8.12) of Holdings; (c) without duplication of any Distributions made pursuant to clause (b) above, any redemption or other acquisition by Holdings of its Stock pursuant to the “Redemption Right” or the “Call Right” (each as described in the Section of the Registration Statement for the IPO Transactions entitled “Corporate reorganization”) to be included in the Holdings LLC Agreement upon the effectiveness of the IPO Transactions (it being understood and agreed, for distribution the avoidance of doubt, that such redemption shall not in any event be made with the proceeds of any Distribution from the Borrower or any of its Restricted Subsidiaries to Holdings), in each case, so long as the consideration paid by Holdings for such redemption or other acquisition is not cash or any other assets of Holdings, the Borrower their respective Restricted Subsidiaries. (d) to the Noteholders extent constituting Distributions, Holdings and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 8.11 (other than pursuant to Section 8.2(bclause (p) of the Indenture, the First Allocation definition of Principal, if any“Permitted Investments”) or Section 8.14(g); (5e) fifthrepurchases of Stock of Holdings (Stock of any Parent Entity) or any Restricted Subsidiary deemed to occur upon exercise, to the Noteholders vesting and/or settlement of Stock if such Stock represents a portion of the Class B Notesexercise price thereof or any portion of required withholding or similar taxes due upon the exercise, the Accrued Class B Note Interest due and accrued for the related Interest Periodvesting and/or settlement thereof; (6f) sixthso long as no Default or Event of Default shall be continuing, for distribution to from and after the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses and indemnification amounts not paid pursuant to clause first of this Section 4.4(a) due solely to the per annum limitation set forth therein; and date that is twelve (12) twelfthmonths after the consummation of the IPO Transactions, Holdings or any Restricted Subsidiary may pay (or make Distributions to allow any Parent Entity to pay) for the repurchase, retirement or other acquisition or retirement for value of Stock of it or any Parent Entity (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Stock) held by any future, present or former employee, director, officer or other individual service provider (or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) of Holdings (or any Parent Entity) or any of the other Restricted Subsidiaries pursuant to any employee, management or director equity plan, employee, management or director stock option plan or any other employee, management or director benefit plan or any agreement (including any stock option or stock appreciation or similar rights plan, any funds remainingmanagement, director and/or employee stock ownership or equity-based incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement) with any employee, director, officer or other individual service provider of Holdings (or any Parent Entity) or any Restricted Subsidiary; provided that any such payments do not exceed $10,000,000 in any Fiscal Year plus (i) all net cash proceeds obtained by any Parent Entity (and contributed to the CertificateholdersBorrower) or the Borrower during such calendar year from the sale or issuance of such Stock to other present or former officers, pro rata based on employees, directors and other individual service provider in connection with any plans or agreements set forth above in this clause (f) plus (ii) all net cash proceeds obtained from any key-man life insurance policies received by the Percentage Interest Borrower during such calendar year; provided that any unused portion of each Certificateholder, or, the preceding basket calculated pursuant to clauses (i) and (ii) above for any Fiscal Year may be carried forward to the extent Definitive Certificates have been issuednext two (2) succeeding Fiscal Years up to a maximum of $15,000,000 in the aggregate in any Fiscal Year; provided, further, that cancellation of Debt owing to Holdings (or any Parent Entity of Borrower) or any of its Restricted Subsidiaries from employees, directors, officers or other individual service providers of the Certificate Borrower, any of the Borrower’s Parent Entity or any of Holdings’ Restricted Subsidiaries in connection with a repurchase of Stock of a Parent Entity or Holdings will not be deemed to constitute a Distribution Account for distribution to the Certificateholders. Notwithstanding purposes of this covenant or any other provision of this Section 4.4Agreement; (g) Holdings and its Restricted Subsidiaries may make Distributions to any direct or indirect owner thereof (including but not limited to any Parent Entity of Holdings): (i) the proceeds of which shall be used to make Permitted Tax Distributions; (ii) the proceeds of which shall be used: (A) to make payments to ▇▇▇▇▇ Brothers, LLC, a Texas limited liability company, in respect of the “retainer fees” under the Shared Services Agreement in an aggregate amount not to exceed in any Fiscal Year $7,000,000; and (B) to pay such Parent Entity’s operating costs and expenses incurred in the ordinary course of business, other overhead costs and expenses and fees (including administrative, legal, accounting and similar expenses provided by third parties as well as trustee, directors and general partner fees) which are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of Holdings and its Restricted Subsidiaries (including any reasonable and customary indemnification claims made by directors or officers of any Parent Entity attributable to the direct or indirect ownership or operations of Holdings and its Restricted Subsidiaries) and fees and expenses otherwise due and payable by Holdings under the Shared Services Agreement in respect of services provided thereunder (for the avoidance of doubt, excluding any “retainer fees” permitted to be paid thereunder pursuant to subclause (A) of this clause (ii)) in an aggregate amount not to exceed in any Fiscal Year, for all such amounts under this clause (ii)(B), the greater of (1) $4,500,000 and (2) 2.00% of the Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the Fiscal Year most recently ended for which financial statements are available; provided that (x) such payments are made in respect of services performed on behalf of, or expenses incurred by, Holdings and its Restricted Subsidiaries on an arm’s length basis and (y) such payments are approved by the Board of Directors of ProFrac Holding Corp. if required by the policies of such Board of Directors related to arm’s length transactions; (iii) the proceeds of which shall be used to pay franchise, excise and similar taxes, and other fees and expenses, required to maintain its (or any of its direct or indirect parents’) existence; (iv) the proceeds of which shall be used to finance any Permitted Acquisition or any other acquisition constituting a Permitted Investment; provided that (A) such Distribution shall be made substantially concurrently with the closing of such Investment and (B) Holdings, the Borrower or such Parent Entity shall, immediately following the occurrence closing thereof, cause all property acquired (whether assets or Stock (other than Excluded Stock described in clause (g) of the definition thereof) to be held by or contributed to the Borrower or a Restricted Subsidiary of the Borrower; (v) the proceeds of which shall be used to pay customary costs, fees and during expenses (other than to Affiliates) related to any unsuccessful Stock or Debt offering, Refinancing, issuance or incurrence transaction or any Disposition, acquisition or Investment permitted by this Agreement; and (vi) the continuation proceeds of which shall be used to pay customary salary, compensation, bonus and other benefits payable to officers, employees, consultants and other service providers of any Parent Entity or partner of the Borrower to the extent such salaries, compensation, bonuses and other benefits are attributable to the ownership or operation of Holdings and its Restricted Subsidiaries in an aggregate amount not to exceed in any Fiscal Year, for all such amounts under this clause (vi), when taken together with any Distributions made pursuant to clause (ii)(B) above, the greater of (A) $7,000,000 and (B) 2.00% of the Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the Fiscal Year most recently ended for which financial statements are available; (h) Holdings or any of its Restricted Subsidiaries may (a) pay cash in lieu of fractional Stock in connection with any dividend, split or combination thereof or any Permitted Acquisition (or any other acquisition constituting a Permitted Investment) and (b) honor any conversion request by a holder of convertible Debt and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Debt in accordance with its terms; (i) in addition to the foregoing Distributions (i) Holdings or any Restricted Subsidiary of Holdings may make additional Distributions so long as the Specified Conditions shall have been satisfied with respect thereto at the time of (and after giving effect to) such Distributions, (ii) so long as no Default or Event of Default which has resulted shall have occurred and be continuing or would result therefrom, the Borrower or any Restricted Subsidiary of Holdings may make additional Distributions, measured at the time made, in an acceleration aggregate amount not to exceed $5,000,000 and (iii) so long as no Default or Event of the NotesDefault shall have occurred and be continuing or would result therefrom, the Indenture Trustee shall apply all amounts on deposit Borrower may make additional Distributions in an aggregate amount not to exceed an amount equal to the Collection Account pursuant Available Equity Amount at the time such Distributions are paid; and (j) Holdings or any Restricted Subsidiary of Holdings may pay (or may make Distributions to Section 5.4(ballow any Parent Entity to pay) Distributions in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, manager, consultant or other service provider (or its Affiliates, or any of their respective estates or immediate family members) and any repurchases of Stock in consideration of such payments including deemed repurchases in connection with the exercise of Stock options; (k) to the extent constituting Distributions, the transactions described in clause (i) of the Indenture.definition of IPO Transactions; (bl) After any Distribution by Holdings pursuant to the payment in full FTS Distribution and Contribution Transaction; (m) any Distribution by Holdings of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid to Stock of a Person acquired by Holdings or any of its Subsidiaries in accordance with the instructions provided provisions set forth herein so long as (i) all or substantially all of the property and assets of such Person (including any Stock owned by such Person other than the Stock of Holdings or any Parent Entity) contributed to the Borrower or a Guarantor (other than Holdings, other than to the extent that Holdings substantially contemporaneously therewith contributes such property and assets to one of its Subsidiaries that is a Guarantor) substantially simultaneously with such acquisition (and, for the avoidance of doubt, prior to such Distribution) and the Borrower or such Guarantor has complied with the Collateral and Guarantee Requirements with respect to such property and assets (including any Stock owned by such Person) so contributed and (ii) such Person, after giving effect to subclause (i) above, individually has assets with a Fair Market Value of less than $2,000,000, and in the aggregate for all such transactions during the term of the Agreement, such Persons, in each case after giving effect to subclause (i) above, collectively have assets with a Fair Market Value of less than $5,000,000 (it being understood and agreed that such caps shall not include any assets held by any such Person after the Stock of such Person has been distributed by Holdings pursuant the provisions of this clause (m)); (n) [reserved]; and (o) Holdings or any Restricted Subsidiary of Holdings may pay (or may make Distributions to allow any Parent Entity to pay) Distributions from time to time the Net Equity Proceeds received by Holdings or any of its Restricted Subsidiaries from the Certificateholdersconsummation of the IPO Transaction so long as (i) no Event of Default exists or would arise as a result of making such Distribution, (ii) such Net Equity Proceeds are Not Otherwise Applied, (iii) such Distribution is made no later than seven (7) days following Holdings’ or its Restricted Subsidiaries’ receipt of such Net Equity Proceeds, as applicable, and (iv) the aggregate amount of Distributions made in reliance of this clause (o) does not exceed $72,930,000.