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. (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 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); (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 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 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 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 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 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 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 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 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 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; (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 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 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 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. 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 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. (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 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. Neither the Borrower nor the Trust shall make any Distributions which would cause it to violate any of the following covenants: (a) Unless [Intentionally Deleted]; (b) The Borrower and the Notes have been accelerated pursuant to Section 5.2 Trust shall not make any Distribution if such Distribution is in excess of the Indentureamount which, on each Payment Datewhen added to the amount of all other Distributions paid in the same fiscal quarter and the preceding three (3) fiscal quarters would exceed ninety-five percent (95%) of their respective Funds from Operations for the four (4) consecutive fiscal quarters ending prior to the quarter in which such Distribution is paid; provided, however, notwithstanding the Relevant Trustee foregoing in this §8.7(b), Borrower and the Trust may, subject to the limitations set forth in this Agreement (based on information including specifically, but without limitation, those contained in §8.7(b)) (i) redeem existing Preferred Equity with proceeds from an issuance of common equity or Preferred Equity of the Servicer’s Certificate delivered Borrower or the Trust and (ii) repurchase common stock issued by the Trust in an amount not exceeding the limit set forth in §8.3(j)(ii), so long as in either case (A) no Event of Default shall have occurred and be continuing on or before the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent date 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 feesrepurchase or redemption, expenses (B) no Default or Event of Default shall occur as a result of any such repurchase or redemption, and indemnification amounts (C) with respect to prior periodsany repurchase of common stock pursuant to §8.7(b)(ii), and prior to any such repurchase Borrower shall have delivered to Agent pro forma evidence reasonably satisfactory to Agent that the ratio of Consolidated Total Liabilities to Consolidated Total Adjusted Asset Value (after giving effect to such repurchase) shall be less than fifty percent (50%). Notwithstanding the foregoing, the Borrower may pay a Distribution to its partners of sums received by it pursuant to the Asset Representations ReviewerTax Indemnity Agreement; (c) In the event that an Event of Default shall have occurred and be continuing, neither the Borrower nor the Trust shall make any accrued and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts Distributions other than the minimum Distributions by the Borrower to the extent not previously paid Trust and by Santander Consumerthe Trust required under the Code to maintain the REIT Status of the Trust, as evidenced by a certification of the principal financial or accounting officer of the Trust containing calculations in reasonable detail satisfactory in form and substance to Agent; provided, however, that fees, expenses and indemnification amounts payable to neither Borrower nor the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first Trust shall be limited entitled to $300,000 per annum make any Distributions in connection with the aggregate (prior to repurchase of common or preferred stock of the occurrence of Trust at any time after 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 shall have occurred 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 thereincontinuing; and (12d) twelfthNotwithstanding the foregoing, at 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 time when an Event of Default which has resulted in an acceleration shall have occurred and the maturity of the NotesObligations has been accelerated, neither the Indenture Trustee Borrower nor the Trust shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the Indenturemake any Distributions whatsoever, directly or indirectly. (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 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. (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 On each Deposit Date, the Notes have been accelerated Indenture 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 Payment 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, the aggregate Applied Payments Ahead; (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; and (iii) from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and to make all distributions on the related Payment Date. (c) 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 3.83.10) shall to make the following deposits and distributionsdistributions for receipt by the Servicer or deposit in the applicable account, to the extent of the 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) firstto the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) 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 in each case to the Asset Representations Reviewerextent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00; (iv) to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (v) to the Note Distribution Account, the Note Principal Distributable Amount; (vi) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Class A-1 Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees Trust Fees and Expenses remaining after application of the payments described in clause (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts iii) above; and (x) to the extent not previously paid by Santander Consumer; providedSeller, however, that fees, expenses and indemnification amounts payable any Available Amount remaining (after giving effect 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 reduction in the aggregate (prior to the occurrence of an Event of Default of the type Available Amount described in clauses (a), i) through (bix) or (e) of Section 5.1 of above. Notwithstanding that 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 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 Pool Balance has been 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 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 the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on On each Payment Date, the Relevant Indenture Trustee shall cause the transfer and distribution of the amounts set forth in the Servicer's Certificate for such Payment Date from the Collection Account to the Servicer, in immediately available funds, for repayment of Outstanding Advances pursuant to Section 4.4(a). (b) The Servicer shall on or before each Determination Date calculate the Available Collections, the Reserve Account Excess Amount, the Available Funds, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods, if any, the Accrued Class A Note Interest, the Accrued Class B Note Interest, the First Priority Principal Payment, if any, and the Regular Principal Distribution Amount. In addition, the Servicer shall calculate on or before each Determination Date the difference, if any, between the Total Required Payment and the Available Funds and, pursuant to Section 4.5(b), the Indenture Trustee shall withdraw funds from the Reserve Account in an amount equal to the lesser of such difference (if positive) or the balance of such Reserve Account. (c) On each Payment Date, the Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s 's Certificate delivered on or before the related Determination Date pursuant to Section 3.8) shall 3.9), to make the following deposits withdrawals from the Collection Account and distributionsmake deposits, distributions and payments, to the extent of Available Funds and the Reserve Account Draw Amountfor such Payment Date (plus funds, on deposit if any, deposited in the Collection Account for such Payment Datefrom the Reserve Account pursuant to Section 4.5(b)), 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) thirdsecond, to the Noteholders of the Class A NotesNoteholders, the Accrued Class A Note Interest due and accrued for the related Interest Periodsuch Payment Date; provided, 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 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 Class A Notesbasis; (4iii) third, to the Class A Noteholders, the First Priority Principal Payment, if any, for such Payment Date to be distributed in the same priority as described under Section 4.6(d) of this Agreement; (iv) 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 NotesNoteholders, the Accrued Class B Note Interest due and accrued for the related Interest Periodsuch Payment Date; (6v) fifth, to the Principal Distribution Account, the Regular Principal Distribution Amount (less any amounts distributed under clause (iii) above) for such Payment Date; (vi) sixth, if such Payment Date is a Final Scheduled Payment Date for distribution any Class, to the Noteholders in accordance with Section 8.2(b) of the IndenturePrincipal Distribution Account, the Second Allocation amount necessary to reduce the remaining principal amount of Principalsuch Class to zero after giving effect to the amount, if any, to be applied on such Payment Date to such Class from funds deposited pursuant to clauses (iii) and (v) above; (7vii) 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 the amount, if any, required to cause reinstate the amount of cash on deposit in the Reserve Account up to equal the Specified Reserve Account BalanceBalance for such Payment Date; (10viii) tentheighth, for distribution to the Noteholders Indenture Trustee and the Owner Trustee, all amounts due for fees, expenses and indemnification pursuant to Section 6.7 of the Indenture and Section 7.1 of the Trust Agreement, respectively, and not previously paid; and (ix) ninth, to the Certificate Distribution Account, any remaining Available Funds for such Payment Date. Notwithstanding the foregoing in accordance with this Section 8.2(b4.6(c), (A) if the Notes have been accelerated after an Event of Default specified in Section 5.1(iii) of the Indenture, then the Regular Allocation Available Funds shall instead be applied in the following order of Principal, if any;priority: (111) eleventh, to the Indenture Trustee, the Owner Trustee and the Asset Representations ReviewerOwner Trustee, any accrued and unpaid all amounts due for fees, expenses and indemnification amounts not paid pursuant to clause first under Section 6.7 of the Indenture, Section 7.1 of the Trust Agreement and Section 6.2 of this Section 4.4(aAgreement, respectively, and not previously paid; (2) due solely to the per annum limitation set forth thereinServicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; (3) to the Class A Noteholders, the Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (4) to the Class A Noteholders, the First Priority Principal Payment, if any, for such Payment Date to be distributed in the same manner as described under Section 4.6(d) of this Agreement; (5) to the Class B Noteholders, the Accrued Class B Note Interest for such Payment Date; (6) first, to the holders of the Class A-1 Notes in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full and then to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; (7) to the holders of the Class B Notes in reduction of principal until the principal amount of the Class B Notes has been paid in full; 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, 8) to the Certificate Distribution Account Account, any remaining Available Funds for distribution such Payment Date; and (B) if the Notes have been accelerated after an Event of Default specified in Section 5.1(i), (ii), (iv) or (v) of the Indenture, then the Available Funds shall instead be applied in the following order of priority: (1) to the Certificateholders. Notwithstanding any other provision Indenture Trustee and the Owner Trustee, all amounts due for fees, expenses and indemnification under Section 6.7 of the Indenture, Section 7.1 of the Trust Agreement and Section 6.2 of this Section 4.4Agreement, following respectively, and not previously paid; (2) to the occurrence Servicer, the Servicing Fee and during all unpaid Servicing Fees from prior Collection Periods; (3) to the continuation Class A Noteholders, the Accrued Class A Note Interest for such Payment Date; provided that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis; (4) first, to the holders of the Class A-1 Notes in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full and then to the holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of such Class A Notes has been paid in full; (5) to the Class B Noteholders, first, the Accrued Class B Note Interest for such Payment Date and second, in reduction of principal until the principal amount of the Class B Notes has been paid in full; and (6) to the Certificate Distribution Account, any remaining Available Funds for such Payment Date. (d) If the Notes have not been accelerated because of an Event of Default which has resulted in an acceleration of Default, then on each Payment Date the Notes, Servicer shall instruct the Indenture Trustee shall apply all amounts (based on the information contained in the Servicer's Certificate delivered on or before the related Determination Date pursuant to Section 3.9), to withdraw the funds deposited in the Principal Distribution Account on such Payment Date and make distributions and payments in the following order of priority: (i) first, to the holders of the Class A-1 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-1 Notes has been paid in full; (ii) second, to the holders of the Class A-2 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-2 Notes has been paid in full; (iii) third, to the holders of the Class A-3 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-3 Notes has been paid in full; (iv) fourth, to the holders of the Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A-4 Notes has been paid in full; and (v) fifth, to the holders of the Class B Notes on a pro rata basis in reduction of principal until the principal amount of the Class B Notes has been paid in full. Any funds remaining on deposit in the Collection Principal Distribution 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 the Indenture Trustee and the Owner Trustee to the extent, if any, of amounts due to them hereunder that are unpaid and then to the Certificate Distribution Account. If the Notes have been accelerated because of an Event of Default, then on each Payment Date the 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 3.9), to withdraw the funds deposited in accordance with the instructions provided from time Principal Distribution Account on such Payment Date and pay them to time by the Certificateholdersholders of the Class A-1 Notes until the principal amount of the Class A-1 Notes has been paid in full, then to the holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes on a pro rata basis in reduction of principal until the principal amount of the Class A Notes has been paid in full and then to the holders of the Class B Notes in reduction of principal until the principal amount of the Class B Notes has been paid in full.

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 In the Notes have been accelerated event that, pursuant to Section 5.2 a dissolution of the Indenture, on each Payment DateSponsor, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant Sponsor distributes all of its Registrable Securities 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 Trusteeits members, the Owner Trustee and the Asset Representations Reviewer pursuant to this clause first Founder Holders shall be limited to $300,000 per annum in treated as 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 PeriodSponsor hereunder; provided, that if there are such Founder Holders, taken as a whole, shall not sufficient funds available be entitled to pay the entire amount rights in excess of the Accrued Class A Note Interest, the amounts available will be applied to the payment of such interest those conferred on the Class A Notes on Sponsor, as if the Sponsor remained a pro rata basis based on the amount of interest payable single entity party 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 IndentureAgreement. (b) After In the payment in full event that any Xxxxxxx Equityholder (i) distributes all of the Notes and its Registrable Securities to its direct equity holders or (ii) contributes all other amounts payable under Section 4.4(a)of its Registrable Securities to a controlled Affiliate, all Collections which Affiliate must be a Permitted Transferee, such distributees or contributees, as applicable, shall be paid treated as such Xxxxxxx Equityholder hereunder; provided, that such distributees or contributees, taken as a whole, shall not be entitled to rights in excess of those conferred on the Xxxxxxx Equityholders, as if they remained a single party to this Agreement. (c) In the event that any IVP Equityholder (i) distributes all of its Registrable Securities to its direct equity holders or (ii) contributes all of its Registrable Securities to a controlled Affiliate, which Affiliate must be a Permitted Transferee, such distributees or contributees, as applicable, shall be treated as such IVP Equityholder hereunder; provided, that only the IVP Representative shall be entitled to take any action hereunder that any such IVP Equityholder is entitled to take; provided, further, that such distributees or contributees, taken as a whole, shall not be entitled to rights in accordance with excess of those conferred on the instructions provided from time IVP Equityholders, as if they remained a single party to time by this Agreement. (d) In the Certificateholdersevent that any PEM Equityholder (i) distributes all of its Registrable Securities to its direct equity holders or (ii) contributes all of its Registrable Securities to a controlled Affiliate, which Affiliate must be a Permitted Transferee, such distributees or contributees, as applicable, shall be treated as such PEM Equityholder hereunder; provided, that such distributees or contributees, taken as a whole, shall not be entitled to rights in excess of those conferred on the PEM Equityholders, as if they remained a single party to this Agreement. (e) In the event that any Francisco Partners Equityholder (i) distributes all of its Registrable Securities to its direct equity holders or (ii) contributes all of its Registrable Securities to a controlled Affiliate, which Affiliate must be a Permitted Transferee, such distributees or contributees, as applicable, shall be treated as such Francisco Partners Equityholder hereunder; provided, that only the FP Representative shall be entitled to take any action hereunder that any such Francisco Partners Equityholder is entitled to take; provided, further, that such distributees or contributees, taken as a whole, shall not be entitled to rights in excess of those conferred on the Francisco Partners Equityholders, as if they remained a single party to this Agreement. (f) In the event that the Temasek Equityholder (i) distributes all of its Registrable Securities to its direct equity holders or (ii) contributes all of its Registrable Securities to a controlled Affiliate, which Affiliate must be a Permitted Transferee, such distributees or contributees, as applicable, shall be treated as such Temasek Equityholder hereunder; provided, that such distributees or contributees, taken as a whole, shall not be entitled to rights in excess of those conferred on the Temasek Equityholder, as if it remained a single party to this Agreement

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 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 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 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 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 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 Neither Borrower nor REIT shall pay any Distribution to Section 5.2 its respective partners, members or other owners, if such Distribution is in excess of the Indenture, on each Payment Date, amount which when added to the Relevant Trustee (based on information contained amount of all other Distributions paid by Borrower and REIT 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 same calendar quarter 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; preceding three (3) thirdcalendar quarters (without duplication of any Distribution paid by Borrower to REIT from which REIT pays a Distribution to its owners), would exceed the sum of ninety-five percent (95%) of REIT’s Funds from Operations for such period; provided that the limitations contained in this §8.7(a) shall not preclude (i) Parent Company and the Borrower from making Distributions in an amount equal to the Noteholders minimum distributions required under the Code to maintain the REIT Status of REIT following the date that REIT elects to be a real estate investment trust under the Code, as evidenced by a certification of the Class A Notes, the Accrued Class A Note Interest due principal financial or accounting officer of Parent Company containing calculations in detail reasonably satisfactory in form 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 substance to the payment Agent, and (ii) REIT from redeeming partnership interests of such interest on the Class A Notes on a pro rata basis based on the amount Borrower in exchange for shares of interest payable to each Class of Class A Notes; common stock (4) fourth, for distribution to the Noteholders pursuant to Section 8.2(bor other comparable equity interests) of REIT and any such redemption shall not be included in the Indenture, the First Allocation calculation of Principal, if any; whether Distributions have exceeded ninety-five percent (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(b95%) 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 REIT's Funds from Operations 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 Indentureperiod. (b) After In the payment event that an Event of Default shall have occurred and be continuing, the Borrower and REIT shall make no Distributions to its respective partners, members or other owners, other than if REIT exists and has elected REIT Status, Distributions in full an amount equal to the minimum distributions required under the Code to maintain the REIT Status of REIT, as evidenced by a certification of the Notes principal financial or accounting officer of Parent Company containing calculations in detail reasonably satisfactory in form and all other amounts payable substance to the Agent. (c) Notwithstanding the foregoing, at any time when an Event of Default under Section 4.4(a§12.1(a), all Collections (b), (h), (i) or (j) shall be paid have occurred or the maturity of the Obligations has been accelerated, the Borrower and REIT shall not make any Distributions whatsoever, directly or indirectly. (d) The foregoing provisions in this §8.7 shall not limit the ability of REIT or the Borrower (i) to retain, acquire, relinquish or sell stock awarded to its employees pursuant to equity compensation programs in accordance with the instructions provided from time ordinary course of business in order to time by pay applicable withholding tax obligations of such employee or (ii) to issue, to obtain the Certificateholderssurrender of, or relinquish Equity Interests upon the exercise of stock options, warrants or other rights to acquire Equity Interests.

Distributions. No later than 12:00 noon California time on the Business Day preceding each Determination Date, the Master Servicer shall deliver to the Trustee and to the Certificate Insurer a report in a mutually agreed upon format specifying (x) the outstanding Principal Balances of each of the Mortgage Loans as of the last day of the calendar month immediately preceding the Due Period applicable to such Determination Date, (y) such of the information included in Section 6.7(c) as to the Mortgage Loans as the Trustee may reasonably require [or the Certificate Insurer may reasonably request] and (z) such information as to each Mortgage Loan as of the Record Date immediately preceding such Determination Date and such other information as the Trustee shall reasonably require [or the Certificate Insurer may reasonably request]. The Master Servicer shall include written direction to the Trustee [(with a copy delivered to the Certificate Insurer)] specifying the following information (which need not be in computer-readable form): (i) each amount to be transferred from the Collection Account to the Certificate Account, including (a) Unless the Notes have been accelerated Master Servicer Remittance Amount, (b) the Net Foreclosure Profits (net of any portion payable to the Master Servicer) and (c) the Periodic Advances for the related Remittance Date; and (ii) instructions to the Trustee specifying the amounts to be withdrawn from the Certificate Account pursuant to Section 5.2 6.2(a) (including therein an itemization of the Indentureamounts to be distributed pursuant to Section 6.2(a)(i) as specified in Sections 6.5(a)(i)-(ix) and 6.5(b)(i)-(ix)). The information with respect to the Remittance Date provided by the Master Servicer to the Trustee [and the Certificate Insurer] on the Business Day preceding each Determination Date shall also include the Class A-1 Pass-Through Rate, the Premium Percentage, the Class A-1 Principal Balance, the Class A-2 Principal Balance, the Class A-3 Principal Balance, the Class A-4 Principal Balance, the Class A-5 Principal Balance, the aggregate Principal Balance of the Mortgage Loans, the Overcollateralization Deficit; the Overcollateralization Increase Amount, the Overcollateralization Amount; the Overcollateralization Target Amount; and any Subordinate Deficit. The Master Servicer shall also calculate and provide the Available Amount, the Excess Spread, and the amount of any Insured Payment. Simultaneous with the delivery of the foregoing information to the Trustee, the Master Servicer shall provide the Trustee [and the Certificate Insurer] with a report including information specified in each of Sections 6.7(a)(i)-(xi) and in Section 6.7(c)(i)-(vii). (a) With respect to the Certificate Account (including, if deposited into such Certificate Account, any Insured Payments), on each Payment Remittance 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, in accordance with the information received pursuant to the immediately preceding paragraph and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations, transfers and disbursements have occurred: (1i) firstfrom the Master Servicer Remittance Amount, to the Indenture Trustee and Holders of the Owner TrusteeClass R Certificates, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts prepayment penalties collected during the related Due Period with respect to prior periods)a Mortgage Loan; (ii) from the Master Servicer Remittance Amount, to the Certificate Insurer, a Proportional Share of the [Certificate Insurance Premium Amount]; (iii) from the Master Servicer Remittance Amount Available Amount, to the Trustee, a Proportional Share of the Trustee Fees then due to it; (iv) from the Available Amount plus any Excess Spread plus the applicable portion of any Insured Payment, to the Class A-1 Certificateholders an amount equal to the Class A-1 Interest Distribution Amount, to the Class A-2 Certificateholders an amount equal to the Class A-2 Interest Distribution Amount, to the Class A-3 Certificateholders an amount equal to the Class A-3 Interest Distribution Amount, to the Class A-4 Certificateholders an amount equal to the Class A-4 Interest Distribution Amount and to the Asset Representations Reviewer, any accrued Class A-5 Certificateholders and unpaid fees (including unpaid fees with respect to prior periods), reasonable expenses and indemnification amounts amount equal to the extent not previously paid by Santander Consumer; providedClass A-5 Interest Distribution Amount, howeverPRO RATA; (v) from the Available Amount plus any Excess Spread plus the applicable portion of any Insured Payment, that fees, expenses and indemnification amounts payable to the Indenture TrusteeClass A-1 Certificateholders an amount equal to the Principal Distribution Amount net of any Overcollateralization Increase Amount included therein until the Class A-1 Principal Balance has been reduced to zero, then to the Class A-2 Certificateholders an amount equal to the Principal Distribution Amount net of any Overcollateralization Increase Amount included therein until the Class A-2 Principal Balance has been reduced to zero, then to the Class A-3 Certificateholders an amount equal to the remaining Principal Distribution Amount net of any Overcollateralization Increase Amount included therein until the Class A-3 Principal Balance has been reduced to zero, to the Class A-4 Certificateholders an amount equal to the remaining Principal Distribution Amount net of any Overcollateralization Increase Amount included therein until the Class A-4 Principal Balance has been reduced to zero and finally to the Class A-5 Certificateholders an amount equal to the remaining Principal Distribution Amount net of any Overcollateralization Increase Amount included therein until the Class A-5 Principal Balance has been reduced to zero; (vi) from the Excess Spread to the Class A-1 Certificateholders, Class A-2 Certificateholders, Class A-3 Certificateholders, Class A-4 Certificateholders or Class A-5 Certificateholders, as applicable, an amount equal to the excess of (a) the sum of the Class A-1 Interest Distribution Amount, the Owner Trustee Class A-2 Interest Distribution Amount, the Class A-3 Interest Distribution Amount, the Class A-4 Interest Distribution Amount, the Class A-5 Interest Distribution Amount 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 any Principal Distribution Amount net of an Event of Default of the type described in clauses (a), any Overcollateralization Increase Amount included therein over (b) the Available Amount until the Class A-1 Principal Balance, Class A-2 Principal Balance, Class A-3 Principal Balance, Class A-4 Principal Balance or (e) of Section 5.1 of the Indenture)Class A-5 Principal Balance, as applicable, has been reduced to zero; (2vii) second, to the ServicerCertificate Insurer the lesser of (x) the excess of (a) the amount in the Certificate Account (excluding Insured Payments) over (b) the amount of Insured Payments for such Remittance Date and (y) the outstanding Reimbursement Amount, the Servicing Fee and all unpaid Servicing Fees with respect to prior periodsif any, as of such Remittance Date;] (3viii) thirdfrom the Excess Spread, first to the Noteholders Class A-1 Certificateholders an amount equal to any outstanding Overcollateralization Increase Amount until the Class A-1 Principal Balance has been reduced to zero, next to the Class A-2 Certificateholders an amount equal to any outstanding Overcollateralization Increase Amount until the Class A-2 Principal Balance has been reduced to zero, next to the Class A-3 Certificateholders an amount equal to any outstanding Overcollateralization Increase Amount until the Class A-3 Principal Balance has been reduced to zero, next to the Class A-4 Certificateholders an amount equal to any outstanding Overcollateralization Increase Amount until the Class A-4 Principal Balance has been reduced to zero and then to the Class A-5 Certificateholders an amount equal to any outstanding Overcollateralization Increase Amount until the Class A-5 Principal Balance has been reduced to zero; and (ix) to the Holders of the Class A NotesR Certificates, 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 remaining Available Amount on deposit in the Reserve Certificate 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 Principalon such Remittance Date, if any; (11) eleventh. Notwithstanding the foregoing, the aggregate amounts distributed on all Remittance Dates to the Indenture TrusteeHolders of the Class A-1 Certificates, the Owner Trustee Holders of the Class A-2 Certificates, the Holders of the Class A-3 Certificates, the Holders of the Class A-4 Certificates 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 Holders of the NotesClass A-5 Certificates on account of principal shall not exceed the Original Class A-1 Principal Balance, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.4(b) of the IndentureOriginal Class A-2 Principal Balance, Original Class A-3 Principal Balance, Original Class A-4 Principal Balance or Original Class A-5 Principal Balance, as applicable. (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 On each Deposit Date, the Notes have been accelerated Indenture 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 Payment 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, the aggregate Applied Payments Ahead; (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; and (iii) from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. (b) On each Determination Date, the Servicer shall calculate all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account and to make all distributions on the related Payment Date. (c) 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 3.83.10) shall to make the following deposits and distributionsdistributions for receipt by the Servicer or deposit in the applicable account, to the extent of the 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) firstto the Servicer, Nonrecoverable Advances; (ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) to the Indenture Trustee, the Delaware 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; providedthe Servicer, howeverin its capacity as Administrator, that feesuntil the Notes have been paid in full, expenses and indemnification amounts payable the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $100,000.00; (iv) to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the Notes at their respective Interest Rates; (v) to the Note Distribution Account, the Note Principal Distributable Amount; (vi) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance; (vii) after the Class A-1 Notes have been paid in full, to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders; (viii) after the Class A-1 Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount; (ix) to the Indenture Trustee, the Owner 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 Owner Trustee, the Owner Trustee and the Asset Representations Reviewer, any accrued and unpaid fees, expenses Trust Fees and indemnification amounts not paid pursuant to Expenses remaining after application of the payments described in clause first of this Section 4.4(a(iii) due solely to the per annum limitation set forth thereinabove; and (12x) twelfthto the Seller, any funds remaining, Available Amount remaining (after giving effect to the Certificateholders, pro rata based on reduction in the Percentage Interest of each Certificateholder, or, to Available Amount described in clauses (i) through (ix) above. Notwithstanding that the extent Definitive Certificates Notes 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 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 Pool Balance has been 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 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 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 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 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 (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 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 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) Pursuant to Article VI of this Agreement but subject to the rights of holders of any Partnership Units ranking senior to the Class B Convertible Preferred Units as to the payment of distributions, the holders of the outstanding Class B Convertible Preferred Units as of an applicable Record Date, which shall be the date that is one week prior to the applicable Class B Convertible Preferred Unit Distribution Payment Date, shall be entitled to receive, when, as and if authorized by the Board of Directors or any duly authorized committee, out of legally available funds for such purpose, (x) first, the Minimum Quarterly Class B Convertible Preferred Unit Distribution Rate on each Class B Convertible Preferred Unit and (y) second, any Cumulative Class B Convertible Preferred Unit Arrearage then outstanding, prior to any other distributions made in respect of any other Partnership Interests pursuant to Sections 6.2 or 6.3, such amounts to be paid in cash or, if there is insufficient Available Cash, in Common Units, as provided in paragraph (b) of the definition of “Minimum Quarterly Class B Convertible Preferred Unit Distribution Rate.” The Minimum Quarterly Class B Convertible Preferred Unit Distribution Rate shall be payable quarterly when, as and if authorized by the Board of Directors, in equal amounts immediately prior to the payment of any distributions on the Common Units, which is generally expected to be February 10, May 10, August 10 and November 10, or, if any such date is not a Business Day, the next succeeding Business Day (each, a “Class B Convertible Preferred Unit Distribution Payment Date”). (B) Any distribution payable on the Class B Convertible Preferred Units for any partial Quarter (other than (a) Unless the Notes have been accelerated pursuant to Section 5.2 of initial distribution paid on the Indenture15,555,554 Class B Convertible Preferred Units issued on May 22, 2012 and June 6, 2012 for the period from May 22, 2012 through June 30, 2012 and (b) the initial distribution payable on each Payment Date, the Relevant Trustee (based on information contained in the Servicer’s Certificate delivered 9,100,000 Class B Convertible Preferred Units issued on or before March 29, 2013 for the related Determination Date pursuant to Section 3.8period from January 1, 2013 through March 31, 2013) shall make equal the following deposits and distributionsproduct of the Minimum Quarterly Class B Convertible Preferred Unit Distribution Rate multiplied by a fraction, to the extent numerator of Available Funds which is the number of days in such period and the Reserve Account Draw Amount, on deposit denominator of which is the total number of days in the Collection Account Quarter for such Payment Date, in which the following order of priority:Class B Convertible Preferred Units are entitled to a partial distribution). (1C) firstNo distribution on the Class B Convertible Preferred Units shall be authorized by the Board of Directors or declared or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any agreement relating to its indebtedness, prohibits such feesauthorization, expenses and indemnification amounts declaration, payment or setting apart for payment or provides that such authorization, declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such authorization, declaration, payment or setting apart for payment shall be restricted or prohibited by law. (D) Notwithstanding the foregoing, distributions with respect to prior periods)the Class B Convertible Preferred Units shall accumulate as of the Class B Convertible Preferred Unit Distribution Payment Date on which they first become payable whether or not any of the foregoing restrictions in (C) above exist, whether or not there is sufficient Available Cash for the payment thereof and whether or not such distributions are authorized. A Cumulative Class B Convertible Preferred Unit Arrearage shall not bear interest and holders of the Class B Convertible Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Partnership Interests, in excess of the then Cumulative Class B Convertible Preferred Unit Arrearage plus the Minimum Quarterly Class B Convertible Preferred Unit Distribution Rate for such Quarter. (E) Notwithstanding anything in this Section 5.10(b)(ii) to the Asset Representations Reviewercontrary, any accrued and unpaid fees (including unpaid fees with respect to prior periods)Class B Convertible Preferred Units that are converted into Common Units, reasonable expenses the holder thereof shall not be entitled to a Class B Convertible Preferred Unit distribution and indemnification amounts a Common Unit distribution with respect to the extent not previously same period, but shall be entitled only to the distribution to be paid by Santander Consumerbased upon the class of Units held as of the close of business on the Record Date for the distribution in respect of such period; provided, however, that fees, expenses and indemnification amounts payable the holder of a converted Class B Convertible Preferred Unit shall remain entitled 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 receive any accrued but unpaid Servicing Fees distributions due with respect to prior periods; (3) third, to the Noteholders such Unit on or as of the prior Class A NotesB Convertible Preferred Unit Distribution Payment Date; and provided, the Accrued Class A Note Interest due and accrued for the related Interest Period; providedfurther, that if there are not sufficient funds available the Partnership exercises the Partnership Mandatory Conversion Right 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 convert 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 B Convertible Preferred Units pursuant to Section 8.2(b) of 5.10(b)(ix)(C), then the Indenture, the First Allocation of Principal, if any; (5) fifth, holders’ rights with respect to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued distribution for the related Interest Period; (6) sixth, for distribution to Quarter in which 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 Partnership Mandatory Conversion Notice is received is as 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 Indenture5.10(b)(ix)(F). (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 Managing Member, in its sole discretion, may authorize distributions by the Notes Company to the Class A Members, which distributions shall be made pro rata in accordance with the Members’ respective Class A Units (other than Unvested Class A Units) on the date the distribution is made; provided, that, for the avoidance of doubt, no distributions shall be paid in respect of Class C Units (subject to Section 4.01(c) with respect to Tax Distributions), Class B Units (other than any Distribution Catch-Up Payment, when and if payable hereunder) or Class Z Units (subject to the rights of the Class Z Units as expressly set forth in Section 7.01(f)). (b) Notwithstanding anything in Section 4.01(a) of this Agreement to the contrary, no distribution (excluding Tax Distributions) shall be made in respect of any Unvested Class A Unit. However, upon the vesting of Unvested Class A Unit in accordance with the terms of the applicable Pre-Closing Award Agreement, which with respect to any Unvested Class A Unit held by Pubco shall be upon the vesting of the corresponding Unvested Service Provider Class A Share) the holder of a Class A Unit shall be entitled to a cash payment from the Company in an amount equal to the distributions such Member would have been accelerated received pursuant to Section 5.2 4.01(a) had such Unvested Class A Unit been vested beginning at the Tempo Effective Time and ending on the day prior to the date such Unvested Class A Unit Vests (which amount shall, for the avoidance of doubt, be paid by the Company in the same manner that Pubco pays dividends on Restricted Stock (as such term is defined in the Alight 2021 Omnibus Incentive Plan) and no such amount shall be paid to Pubco in respect of an Unvested Class A Unit unless Pubco pays the corresponding amount to the holder of the Indenture, on each Payment Datecorresponding Unvested Service Provider Class A Share. (c) Before distributing amounts pursuant to Sections 4.01(a) or 4.01(b), the Relevant Trustee Company shall distribute to each Member their proportionate share of the Tax Amount with respect to each taxable year, from the Available Cash of the Company (such distribution, a “Tax Distribution”). Tax Distributions shall be paid quarterly and no later than five (5) days before the date specified in Section 6655(c)(2) of the Code based on the Managing Member’s reasonable estimate of the taxable income of the Company and in accordance herewith; provided, (i) there will be an adjustment at the end of each taxable year and the Company will distribute any additional amounts or reduce future distributions pursuant to Section 4.01(a) and 4.01(b) as necessary to make the total amounts distributed pursuant to this Section 4.01(c) for such taxable year (or portion thereof) equal such Member’s proportionate share of the Tax Amount with respect to such taxable year (or portion thereof) and (ii) notwithstanding anything to the contrary, any Tax Distributions in respect of Class C Units shall be made only once annually. The “Tax Amount”, calculated for each quarter of the taxable year, is the Highest Member Tax Amount divided by the Total Percentage Interest for the Highest Tax Member. The “Highest Member Tax Amount” is, with respect to the Member receiving the greatest proportionate allocation (based on information contained in the Servicersuch Member’s Certificate delivered on or before the related Determination Date Total Percentage Interest) of estimated net taxable income pursuant to Section 3.85.06 of this Agreement in the taxable year (or portion thereof) shall make and any “guaranteed payment” within the following deposits and distributionsmeaning of Section 707(c) of the Code to which the distribution relates (such Member, the “Highest Tax Member”), an amount, as reasonably determined by the Managing Member in accordance herewith, equal to the extent product of Available Funds (i) the estimated aggregate taxable income allocated to the Highest Tax Member, calculated by excluding the tax consequences resulting from any adjustment pursuant to Section 743(b) of the Code, (X) including any allocation of income pursuant to Section 704(c) of the Code and the Reserve Account Draw Amount, on deposit Treasury Regulations promulgated thereunder in the Collection Account for such Payment Date, in the following order of priority: applicable taxable year (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 periodsor portion thereof), (Y) presuming all available foreign tax credits and to research and development credits will be taken as deductions and (Z) taking into account all items of loss, deduction, expense and any other Tax items which have the Asset Representations Reviewereffect of reducing Taxes payable, including the utilization of any accrued and unpaid fees (including unpaid fees with respect to prior periodsexcess business interest expense under Code Section 163(j), reasonable expenses and indemnification amounts previously allocated to such Member for any taxable year (or portion thereof) that begins after the Effective Date to the extent not previously paid taken into account for purposes of determining the Tax Amount for a taxable year (or portion thereof), multiplied by Santander Consumer; provided(ii) the Assumed Tax Rate. For purposes of Tax Distributions, however, that fees, expenses and indemnification amounts payable any Class C Units held by a Member shall only be entitled to an annual Tax Distribution hereunder in an amount equal 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 amount of taxable income allocated 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 holders thereof for the related Interest Period; provided, relevant taxable year (less any losses allocated thereto in a prior taxable year and not previously taken into account hereunder) multiplied by the Assumed Tax Rate. In the event that if there are not sufficient funds available the Available Cash for any Tax Distribution to be made hereunder is insufficient to pay the entire full amount of the Accrued Class A Note InterestTax Distribution that would otherwise be required under this Section 4.01(c) (such shortfall, a “Shortfall Amount”), then the amounts available will amount of Available Cash shall be applied distributed to the payment of such interest on the Class A Notes Members under this Section 4.01(c) on a pro rata basis based on (in the amount of interest payable same proportions that would have been distributed to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders Member pursuant to this Section 8.2(b4.01(c) of if Available Cash had existed in a sufficient amount to make such Tax Distribution in full). The Managing Member shall in good faith increase subsequent Tax Distributions to appropriately take into account any Shortfall Amount. Tax Distributions shall be treated as an advance against distributions pursuant to Sections 4.01(a) and 4.01(b) for all purposes (and in 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 case of Class C NotesUnits, as an advance against, as applicable, the Accrued Class C Note Interest due Cash Amount or Class C Exchanged Shares), and, thus shall reduce and accrued for offset subsequent distributions under Sections 4.01(a) and 4.01(b) (and, in the related Interest Period; (8) eighthcase of Class C Units, for distribution Section 7.01(e)). For the avoidance of doubt, Tax Distributions shall be made only with respect to income of the Company allocated to the Noteholders in accordance Members (as opposed to income recognized by any Member with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (9) ninth, respect to the Reserve Account, issuance or vesting of such Member’s units or 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 guaranteed payment in full respect of the Notes and all other amounts payable under Section 4.4(aservices), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders.

Distributions. (a) Unless As soon as reasonably practicable in the Notes have been accelerated pursuant to Section 5.2 reasonable discretion of the IndentureLitigation Trustee (and, on each Payment Datein any event, not less often than annually), and subject to the requirements of Revenue Procedure 94-45, the Relevant Litigation Trustee shall distribute all Cash on hand (based on information contained treating as Cash for purposes of this Section 4.4 any permitted investments under Section 4.7 below), except such amounts (i) as would be distributable to a holder of a Disputed General Unsecured Claim against the Debtors (as of the time of such distribution) if such Disputed Claim had been Allowed in the Servicer’s Certificate delivered on or before full amount asserted by the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, holder of such Claim prior to the extent time of Available Funds and the Reserve Account Draw Amountsuch distribution (but only until such Claim is resolved), on deposit which amounts shall be held in the Collection Account for such Payment DateLT Disputed Claims Reserve, and (ii) as are reasonably necessary, in the following order sole discretion of prioritythe Litigation Trustee, to meet contingent liabilities and to maintain the value of the Litigation Trust during liquidation, (iii) to pay reasonable expenses in the sole discretion of the Litigation Trustee (including, but not limited to, any taxes imposed on the Litigation Trust or in respect of the Litigation Trust Assets, including any taxes in respect of LT Disputed Claims Reserve), and (iv) to satisfy other liabilities incurred by the Litigation Trust in accordance with the Plan or this Litigation Trust Agreement. The Litigation Trustee shall make all such distributions in accordance with the Litigation Distribution Schedule as follows: (1i) firstFirst, to pay Litigation Claims Costs; (ii) Second, to Reorganized Casino to pay back the Indenture Trustee Litigation Trust Loan (principal first 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 Indenturethen interest); (2iii) secondThird, 90% of the remaining Litigation Claims Proceeds after payment of (i) and (ii) above to the Servicer, Holders of the Servicing Fee and all unpaid Servicing Fees with respect to prior periodsHoldings Litigation Trust Interest; (3iv) thirdFourth, 10% of the remaining Litigation Claims Proceeds after payment of (i) and (ii) above to the Noteholders Holders 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 Casino Litigation Trust 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 Litigation Trust may withhold from amounts distributable to any Person any and all amounts, determined in the payment Litigation Trustee’s reasonable sole discretion, required by any law, regulation, rule, ruling, directive, or other governmental requirement. Any Litigation Trust Assets which are undistributable in full accordance with this Section 4.4(b) as of the Notes and all other amounts payable under Section 4.4(a), all Collections termination of the Litigation Trust shall be paid to or distributed in accordance with the instructions provided from time to time by the CertificateholdersLitigation Distribution Schedule.

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. 17 Sale and Servicing Agreement (SDART 2022-6) 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 Administrator shall (based solely on the information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant with respect to Section 3.8such Distribution Date) shall make distribute the following deposits and distributionsamounts from and, to the extent of of, Available Funds and the Reserve Account Draw Amount, on deposit in with respect to the Collection Account for Period immediately preceding such Payment Distribution Date, in the following order of priority: (1i) firstto the Servicer, if HSBC Finance is no longer acting as Servicer, the Servicing Fee for the related Collection Period; (ii) to the Administrator, the Indenture Trustee and the Owner Trustee, any accrued and unpaid feesfees and any unreimbursed costs and expenses (including to any successor Servicer, reasonable transition expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect in an amount not to prior periodsexceed $100,000 per servicing transfer), and in each case, to the Asset Representations Reviewerextent such fees have not been previously paid by the Servicer or the Seller; (iii) to the Class A Noteholders in proportion to the interest due on each Class of Notes, the Class A Interest Distributable Amount; (iv) to the Class A Noteholders, the Class A Minimum Principal Distributable Amount; (v) to the Reserve Account, the Reserve Account Shortfall Amount, if any; (vi) to the Class A Noteholders, the Class A Additional Principal Distributable Amount; (vii) to the Administrator, the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees (including unpaid fees with respect to prior periods)indemnity amounts, reasonable expenses and indemnification amounts in each case, to the extent such amounts have not been previously paid by Santander Consumer; provided, however, that fees, expenses and indemnification amounts payable to the Indenture Trustee, Servicer or 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)Seller; (2viii) second, to if HSBC Finance is acting as the Servicer, the Servicing Fee for the related Collection Period (unless the Servicer has retained such amount in accordance with Section 4.8 of the Sale and all unpaid Servicing Fees Agreement) or if a successor Servicer has been appointed, reasonable transition expenses in excess of the amounts paid in priority (i) above; and (ix) to the holders of the Certificates, any remaining Available Funds. Amounts to be distributed in reduction of the outstanding principal balance of the Class A Notes pursuant to Section 3.03(a)(iv) or (vi) or Section 3.03(b) shall be distributed in reduction of the outstanding principal balance of the Class A-1 Notes until the principal balance of the Class A-1 Notes is reduced to zero; thereafter such amount shall be distributed in reduction of the outstanding principal balance of the Class A-2 Notes until the principal balance of the Class A-2 Notes is reduced to zero; thereafter such amount shall be distributed in reduction of the outstanding principal balance of the Class A-3 Notes until the principal balance of the Class A-3 Notes is reduced to zero; and thereafter such amount shall be distributed in reduction of the outstanding principal balance of the Class A-4 Notes until the principal balance of the Class A-4 Notes is reduced to zero. (b) If on a Determination Date, the Servicer’s Certificate delivered with respect to prior periods; the related Distribution Date indicates that (3i) thirdthe amount of Available Funds with respect to such Distribution Date is not sufficient, when distributed in accordance with Section 3.03(a), to cause the Noteholders amounts specified in Section 3.03(a)(i), (ii) and (iii) with respect to such Distribution Date to be paid in full; or (ii) if after giving effect to the distribution of Available Funds pursuant to Section 3.03(a)(iv) on a Distribution Date there exists a Principal Balance Shortfall, the Administrator shall withdraw from the Reserve Account and distribute as follows an amount up to the amount which when distributed, first in accordance with Section 3.03(a)(i), (ii) and (iii); and second, in reduction of the outstanding principal balance of the Class A Notes, but only to the Accrued Class A Note Interest due extent necessary to eliminate the Principal Balance Shortfall, shall cause the amounts specified in Section 3.03(a)(i), (ii) and accrued for (iii) to be paid in full and such Principal Balance Shortfall to be eliminated. (c) [Reserved]. (d) [Reserved]. (e) Each Certificateholder, by its acceptance of its Certificate will be deemed to have consented to the related Interest Periodprovisions of paragraph (a) above relating to the priority of distributions, and will be further deemed to have acknowledged that no property rights in any amount or the proceeds of any such amount shall vest in such Certificateholder until such amounts have been distributed to such Certificateholder in accordance with the terms of the Trust Agreement and this Series Supplement; provided, that if there are the foregoing shall not sufficient funds available restrict the right of any Certificateholder, upon compliance with the provisions hereof, from seeking to pay compel the entire amount performance of the Accrued Class A Note Interestprovisions hereof by the parties hereto. Each Certificateholder, the amounts available will be applied by acceptance of its Certificate, further specifically acknowledges that it has no right to the payment of such or 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 any monies at any time held 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 such monies being held in trust for the amount benefit of cash the Secured Parties. (f) Amounts on deposit in the Reserve Account on any Distribution Date (after giving effect to equal all distributions made on such Distribution Date) in excess of the Specified Targeted Reserve Account Balance;Balance for such Distribution Date shall be released first, to the Servicer for any Servicing Fees then due and unpaid pursuant to Section 3.03(a)(viii), and any remainder shall be paid to the holders of the Certificates. (10g) tenthIn the event that the Reserve Account is maintained with an institution other than the Administrator, for distribution the Servicer shall instruct and cause such institution to transfer the Noteholders amounts to be distributed therefrom in accordance with Section 8.2(b3.03(b) to the Administrator for distribution pursuant to Section 3.03(a) one Business Day prior to the related Distribution Date. (h) Unless Definitive Notes are issued pursuant to Section 2.12 of the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, with respect 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 Notes registered on the Percentage Interest related Record Date in the name 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 a nominee of the NotesClearing Agency, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant payment will be made by wire transfer to Section 5.4(b) an account designated by such nominee, without presentation or surrender of the IndentureNotes or the making of any notation thereon. (bi) After the payment If not theretofore paid in full of the Notes and all other amounts payable under Section 4.4(a)full, all Collections amounts outstanding with respect to the Class A-1 Notes shall be due and payable on the Class A-1 Scheduled Maturity Date; if not theretofore paid in full, all amounts outstanding with respect to or the Class A-2 Notes shall be due and payable on the Class A-2 Scheduled Maturity Date; if not theretofore paid in accordance full, all amounts outstanding with respect to the instructions provided from time Class A-3 Notes shall be due and payable on the Class A-3 Scheduled Maturity Date; and if not theretofore paid in full, all amounts outstanding with respect to time by the CertificateholdersClass A-4 Notes shall be due and payable on the Class A-4 Scheduled Maturity Date.

Distributions. (a) Unless Subject to the Notes have been accelerated Act, Section 5.2, and the right of the Board of Managers to suspend the payment of the GM Preferred Accrued Distribution Amount with respect to any one or more Fiscal Quarters with the consent of the Majority GM Preferred Holders, Distributions of the GM Preferred Accrued Distribution Amount with respect to the immediately preceding Fiscal Quarter shall be made in cash, except as otherwise may be permitted pursuant to Section 5.2 5.4, to the GM Preferred Holders no later than the tenth Business Day following (x) with respect to the first three Fiscal Quarters in each Fiscal Year, the filing (or delivery to the Members, as applicable) of the Indenture, on each Payment Date, the Relevant Trustee (based on information contained in the ServicerCompany’s Certificate delivered on or before the related Determination Date quarterly report pursuant to Section 3.84.5(a) shall make with respect to such Fiscal Quarter, and (y) with respect to the following deposits and distributionsfourth Fiscal Quarter in each Fiscal Year, the filing (or delivery to the Members, as applicable) of the Company’s annual report pursuant to Section 4.5(a) with respect to such Fiscal Year, in each case, ratably among such GM Preferred Holders in proportion to the aggregate GM Preferred Accrued Distribution Amount with respect to the GM Preferred Membership Interests then held by each such GM Preferred Holder either (1) immediately prior to such Distribution or, if applicable, (2) on the record date set by the Board of Managers pursuant to Section 7.9 with respect to such Distribution; provided that the Board of Managers may reduce any such Distribution to the extent required to avoid a reduction of Available Funds and the Reserve Account Draw equity capital of the Company below the Required Capital Amount, on deposit as determined in good faith by the Collection Account for such Payment DateBoard of Managers. The Company shall use its commercially reasonable efforts to give written notice to each GM Preferred Holder at least three Business Days prior to any Distribution pursuant to this Section 5.1(a). Notwithstanding the other provisions of this Agreement, in the event that the Company fails to make the full amount of Distributions of the GM Preferred Accrued Distribution Amount pursuant to this Section 5.1(a) with respect to any Fiscal Quarter, then the Company shall not make any Distributions pursuant to Section 5.1(d) until such time as the Company has made a full Distribution of the GM Preferred Accrued Distribution Amount pursuant to this Section 5.1(a) with respect to a subsequent Fiscal Quarter. (b) Subject to the Act and subject to Section 5.2, Distributions of the Class E Preferred Accrued Distribution Amount shall be payable when, as and if declared by the Board of Managers in cash, in arrears, on a Class E Preferred Payment Distribution Date, ratably among such Class E Preferred Membership Interests then held by the Class E Preferred Holder, either (i) immediately prior to such Distribution, or (ii) if applicable, on the record date set by the Board of Managers pursuant to Section 7.9 with respect to such Distribution. (c) [Reserved.] (d) Subject to the Act, and except as set forth in the last sentence of Section 5.1(a) and Section 5.2 at any time after the Fiscal Quarter ended December 31, 2008, Distributions shall be made when, as and if declared by the Board of Managers, and distributed in the following amounts and order of priority: (1i) first, to the Indenture Trustee and Common Holders, ratably among such Common Holders based on the Owner TrusteeCompany Interest of each such Common Holder either (A) immediately prior to such Distribution or, any accrued and unpaid feesif applicable, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts B) on the record date set by the Board of Managers pursuant to Section 7.9 with respect to such Distribution, until such Common Holders have received (1) a return of the Agreed Initial Value (taking into account all prior periodsDistributions) plus (2) an amount equal to a ten percent (10%) per annum compound rate of return on the Agreed Initial Value outstanding from time to time after reduction for amounts Distributed to the Common Holders hereunder (disregarding Distributions of the Tax Amount) (the “Hurdle Rate”), provided that for the purpose of computing whether or not the Agreed Initial Value and an amount equal to the Asset Representations ReviewerHurdle Rate has been received by the Common Holders, any accrued Distributions to the Common Holders to the extent of the Tax Amount shall be disregarded; and (ii) thereafter, to the Class C-1 Holders and unpaid fees Common Holders based on the Total Interest of each such Class C-1 Holder and Common Holder either (including unpaid fees A) immediately prior to such Distribution or, if applicable, (B) on the record date set by the Board of Managers pursuant to Section 7.9 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 Periodsuch Distribution; provided, that if there to the extent any of the Management Units issued by Management Company are not sufficient funds available to pay the entire amount vested, then that portion of the Accrued Class A Note Interest, the amounts available will be applied Distributable Amount that would otherwise have been made to the payment Class C-1 Holders with respect to that portion of Class C-1 Membership Interests equivalent to the Management Units that are not vested at such interest on time shall be held by the Company and shall not be distributed to the Class A Notes on a pro rata basis based on C-1 Holders until such time as such Management Units are vested. Distributions pursuant to this Section 5.1(d) shall be made in cash, except as otherwise may be permitted pursuant to Section 5.4. (i) Notwithstanding the other provisions of this Section 5.1, Distributions equal to the amount of interest income taxes that are payable by Management Company on income allocated to each Class of Class A Notes; (4) fourth, for distribution to the Noteholders Management Company pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (5) fifth, to the Noteholders Article VI hereof on account of the Class B NotesC Membership Interests held by Management Company as determined by the Board of Managers in good faith, 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 made from time to time to the Management Company to the extent the Distributions to Management Company pursuant to this Section 5.1 are otherwise insufficient to pay such income taxes. The aggregate amount of such payments pursuant to this Section 5.1(e)(i) shall be deducted from the next amounts to be Distributed to the Class C-1 Holders pursuant to Section 5.1(d)(ii) and the aggregate amount to be Distributed to all other Members pursuant to Section 5.1(d)(ii) shall be increased by such deducted amount. (ii) (A) With respect to any taxable period during which the Company continues to be classified as a partnership for federal income tax purposes, the Company shall periodically make tax distributions on Junior Membership Interests to the extent determined to be reasonably necessary by the Certificateholders.Board of Managers (“Tax Distributions”) as follows:

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 Xxxxxxx Xxxxx & 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. 8.1. Lender shall be entitled to receive all Distributions made on or in respect of the Loaned Securities which are not otherwise received by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower. 8.2. Any cash Distributions made on or in respect of the Loaned Securities, which Lender is entitled to receive pursuant to Section 8.1, shall be paid by the transfer of cash to Lender by Borrower, on the date any such Distribution is paid, in an amount equal to such cash Distribution, so long as Lender is not in Default at the time of such payment. Non-cash Distributions that Lender is entitled to receive pursuant to Section 8.1 shall be added to the Loaned Securities on the date of Distribution and shall be considered such for all purposes, except that if the Loan has terminated, Borrower shall forthwith transfer the same to Lender. 8.3. Borrower shall be entitled to receive all Distributions made on or in respect of non-cash Collateral which are not otherwise received by Borrower, to the full extent it would be so entitled if the Collateral had not been transferred to Lender. 8.4. Any cash Distributions made on or in respect of such Collateral, which Borrower is entitled to receive pursuant to Section 8.3, shall be paid by the transfer of cash to Borrower by Lender, on the date any such Distribution is paid, in an amount equal to such cash Distribution, so 8.5. Unless otherwise agreed by the parties: (a) Unless the Notes have been accelerated pursuant If (i) Borrower is required to Section 5.2 of the Indenture, on each Payment Date, the Relevant Trustee make a payment (based on information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8a “Borrower Payment”) 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 periodscash Distributions on Loaned Securities under Sections 8.1 and 8.2 (“Securities Distributions”), or (ii) Lender is required to make a payment (a “Lender Payment”) with respect to cash Distributions on Collateral under Sections 8.3 and 8.4 (“Collateral Distributions”), and to (iii) Borrower or Lender, as the Asset Representations Reviewer, any accrued and unpaid fees case may be (including unpaid fees with respect to prior periods“Payor”), 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 required by law to $300,000 per annum in the aggregate collect any withholding or other tax, duty, fee, levy or charge required to be deducted or withheld from such Borrower Payment or Lender Payment (prior to the occurrence of an Event of Default of the type described in clauses (a“Tax”), then Payor shall (subject to subsections (b) and (c) below or (e) of Section 5.1 of 28.1), pay such additional amounts as may be necessary in order that 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 net amount of the Accrued Class A Note InterestBorrower Payment or Lender Payment received by the Lender or Borrower, as the amounts available will case may be applied to the (“Payee”), after payment of such interest on Tax equals the Class A Notes on a pro rata basis based on the net amount of interest payable to each Class of Class A Notes; (4) fourth, for distribution the Securities Distribution or Collateral Distribution that would have been received if such Securities Distribution or Collateral Distribution had been paid directly 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 IndenturePayee. (b) After No additional amounts shall be payable to a Payee under subsection (a) above to the payment extent that Tax would have been imposed on a Securities Distribution or Collateral Distribution paid directly to the Payee. (c) No additional amounts shall be payable to a Payee under subsection (a) above to the extent that such Payee is entitled to an exemption from, or reduction in full the rate of, Tax on a Borrower Payment or Lender Payment subject to the provision of a certificate or other documentation, but has failed timely to provide such certificate or other documentation. (d) Each party hereto shall be deemed to represent that, as of the Notes and all other amounts payable under Section 4.4(a)commencement of any Loan hereunder, all Collections shall no Tax would be imposed on any cash Distribution paid to it with respect to (i) Loaned Securities subject to a Loan in which it is acting as Lender or (ii) Collateral for any Loan in which it is acting as Borrower, unless such party has given notice to the contrary to the other party hereto (which notice shall specify the rate at which such Tax would be imposed). Each party agrees to notify the other of any change that occurs during the term of a Loan in the rate of any Tax that would be imposed on any such cash Distributions payable to it. 8.6. To the extent that, under the provisions of Sections 8.1 through 8.5, (a) a transfer of cash or other property by Borrower would give rise to a Margin Excess or (b) a transfer of cash or other property by Lender would give rise to a Margin Deficit, Borrower or Lender (as the case may be) shall not be obligated to make such transfer of cash or other property in accordance with such Sections, but shall in lieu of such transfer immediately credit the instructions provided from time amounts that would have been transferable under such Sections to time by the Certificateholders.account of Lender or

Distributions. (a) Unless the Notes So long as no Event of Default shall have been accelerated pursuant occurred and is continuing: (i) Pledgor shall be entitled to Section 5.2 receive and retain any and all distributions and interest paid in respect 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, Pledged Collateral to the extent of Available Funds and such distributions are not prohibited by the Reserve Account Draw AmountLoan Agreement, 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 feesany and all (A) distributions and interest paid or payable other than in cash with respect to, expenses and indemnification amounts instruments and other property received, receivable or otherwise distributed with respect to, or in exchange for, any of the Pledged Collateral; (B) distributions paid or payable in cash with respect to any of the Pledged Collateral on account of a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (C) cash paid, payable or otherwise distributed with respect to principal of, or in redemption of, or in exchange for, any of the Pledged Collateral; shall be Pledged Collateral, and shall be forthwith delivered to Lender to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for Lender, be segregated from the other property or funds of Pledgor, and be delivered immediately to Lender as Pledged Collateral in the same form as so received (with any necessary endorsement); and (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of Pledgor to receive the distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(i) hereof shall cease, and all such rights shall thereupon become vested in Lender, which shall thereupon have the sole right to receive and hold as Pledged Collateral such distributions and interest payments; (ii) All distributions and interest payments which are received by Pledgor contrary to the Indenture Trusteeprovisions of clause (i) of this Section 7(b) shall be received in trust for Lender, shall be segregated from other funds of Pledgor and shall be paid over immediately to Lender as Pledged Collateral in the Owner Trustee same form as so received (with any necessary endorsements); (iii) Pledgor shall, upon the request of Lender, at Pledgor’s expense, execute and deliver all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the reasonable opinion of Lender, Pledgor or their respective counsel, advisable to register the applicable Pledged Collateral under the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and to exercise its best efforts to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of Lender, Pledgor or their respective counsel, are necessary or advisable, all in conformity with the requirements of the Securities Act and the Asset Representations Reviewer pursuant rules and regulations of the Securities and Exchange Commission applicable thereto; (iv) Pledgor shall, upon the request of Lender, at Pledgor’s expense, use its reasonable efforts to this clause first shall qualify the Pledged Collateral under state securities or “Blue Sky” laws and to obtain all necessary governmental approvals for the sale of the Pledged Collateral, as requested by Lender; (v) Pledgor shall, upon the request of Lender, at Pledgor’s expense, cause the Borrower to make available to the holders of its securities, as soon as practicable, earnings statements which will satisfy the provisions of Section 11(a) of the Securities Act to the extent such provisions are applicable to the Borrower; and (vi) Pledgor shall, upon the request of Lender, at Pledgor’s expense, do or cause to be limited done all such other reasonable acts and things as may be necessary to $300,000 per annum make such sale of the Pledged Collateral or any part thereof valid and binding and in compliance with applicable law. Pledgor will reimburse Lender for all reasonable expenses incurred by Lender, including, without limitation, reasonable attorneys’ and accountants’ fees and expenses in connection with the aggregate (prior to foregoing. Upon or at any time after the occurrence of an Event of Default Default, if Lender determines that, prior to any public offering of any securities constituting part of the type described in clauses (a)Pledged Collateral, (b) such securities should be registered under the Securities Act and/or registered or (e) of Section 5.1 of the Indenture); (2) secondqualified under any other federal or state law and such registration and/or qualification is not practicable, 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, then Pledgor agrees that if there are not sufficient funds available to pay the entire amount of the Accrued Class A Note Interest, the amounts available it will be applied to the payment of such interest on the Class A Notes on commercially reasonable if a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourthprivate sale, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; upon at least five (5) fifthBusiness Days’ notice to Pledgor, is arranged so as to avoid a public offering, even though the Noteholders sales price established and/or obtained at such private sale may be substantially less than prices which could have been obtained for such security on any market or exchange or in any other public sale. Pledgor hereby indemnifies Lender for any and all liabilities incurred by Lender as a result of becoming a member of the Class B NotesBorrower, 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, except 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 Indenturecaused by Lender’s gross negligence or willful misconduct. (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); (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 Xxxxx 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.

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 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 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 15 Sale and Servicing Agreement (DRIVE 2017-3) 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 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 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 (I) of amounts paid (or released or distributed) to it (or on each Payment Date, the Relevant Trustee (based its behalf) on information contained in the Servicer’s Certificate delivered on or before the related Determination any Distribution Date pursuant to Section 3.88.3(a) and (II) on any Business Day during the Revolving Period of (A)(1) Interest Collections, (2) Principal Collections or proceeds of any Loan, and (3) any Collateral Obligations or other assets of the Borrower, in each case, as set forth in clauses (II)(A)(1) through (A)(3), if after giving effect to such distribution, (x) no Unmatured Event of Default, Event of Default, Unmatured Servicer Event of Default or Servicer Event of Default shall make have occurred and be continuing, (y) the following deposits Borrowing Base Condition is satisfied and distributions, (z) any distributions of Collateral Obligations made 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, Equityholder are at all times subject 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 periodslimits prescribed in Section 7.10(a)(v), and (B) the proceeds of any Loan, if after giving effect to the Asset Representations Reviewersuch distribution, any accrued and unpaid fees (including unpaid fees with respect to prior periods)x) no Unmatured Event of Default, reasonable expenses and indemnification amounts to the extent not previously paid by Santander Consumer; providedEvent of Default, 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 Unmatured Servicer Event of Default or Servicer Event of Default shall have occurred and be continuing or (y) the type described Borrowing Base Condition is satisfied; provided further, the Borrower shall only make distributions of Principal Collections to the Equityholder (i) during the Revolving Period in clauses (aaccordance with Sections 8.3(a), 8.3(b) and this Section 10.16 and (bii) after the Revolving Period in accordance with Sections 8.3(a), or (e) on any Business Day in accordance with the formula set forth in Section 8.3(a)(ii)(B). For the avoidance of Section 5.1 of doubt, the Indenture); (2) second, Borrower shall not be permitted to make distributions to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; Equityholder (3including Permitted RIC Distributions) 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 except pursuant to Section 8.2(b) 8.3 and this Section 10.16. Notwithstanding anything herein to the contrary, Permitted RIC Distributions shall be permitted hereunder at any time subject to the limitations expressly permitted under the definition of “Permitted RIC Distribution” and subject to each 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 limitations 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 conditions 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 provided that after the occurrence and during the continuation of an a Tier Two 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 Permitted RIC Distributions may be made from Interest Collections only pursuant to Section 5.4(b) of the Indenture8.3(a)(i). (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(b), all Collections nothing in this Section 10.16 or otherwise in this Agreement shall be paid restrict (i) the Servicer 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 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 in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8) Paying Agent shall make the following deposits and distributions, distribute to the extent of Available Funds and the Reserve Account Draw AmountCertificateholders, all funds on deposit in the Collection Certificate Distribution Account and available for distribution on such Payment Date. (i) On each Payment Date, amounts on deposit in the Certificate Distribution Account in respect of the Interest Remittance Amount following distributions pursuant to Section 3.05(b)(ii) of the Indenture shall be distributed in the following order of priority, in each case to the extent of the then remaining Interest Remittance Amount: (1A) first, to the Indenture Trustee and the Owner Trustee, in respect of any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such fees, expenses and indemnification amounts with respect amount owing 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 hereunder and in respect of any Expenses of the Asset Representations Reviewer Trust remaining unpaid pursuant to Section 2.11 of 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);Agreement; and (2B) second, to the ServicerCertificateholders, on a pro rata basis, based on the Accrued Certificate Interest thereon, the Servicing Fee and all Accrued Certificate Interest on each Class of Certificates for such Payment Date, plus any such Accrued Certificate Interest remaining unpaid Servicing Fees with respect from any previous Payment Date provided, that if the Interest Remittance Amount is insufficient to prior periods; (3) pay the Certificateholders in full any Accrued Certificate Interest thereon, the amount of such shortfall shall be allocated first, to the Class X Certificates, second, to the Class C-3 Certificates, third, to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due C-2 Certificates 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;C-1 Certificates. (6ii) sixthOn each Payment Date, 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 Certificate Distribution Account in respect of the Principal Remittance Amount following distributions pursuant to Section 5.4(b3.05(c)(i) of the Indenture shall be distributed in the following order of priority, in each case to the extent of the then remaining Principal Remittance Amount: (A) first, to the Owner Trustee, in respect of any amount owing to the Owner Trustee hereunder and in respect of any Expenses of the Trust remaining unpaid pursuant to Section 2.11 and Section 5.01(a)(1)(A) of this Agreement; and (B) second, to the Class C Certificateholders, to the Class C Certificates, on a pro rata basis, based on the then-current Certificate Principal Balances, the remainder of the Principal Remittance Amount, in reduction of the Certificate Principal Balances thereof, until reduced to zero. (iii) In the events that the Certificate Paying Agent receives amounts in connection with Section 5.04 of the Indenture, such amounts shall be distributed to the Certificates as follows: (A) first, to the Owner Trustee, in respect of any amount owing to the Owner Trustee hereunder and in respect of any Expenses of the Trust remaining unpaid pursuant to Section 2.11 of this Agreement; and (B) second, to the Certificateholders on a pro rata basis, first, in respect of any Accrued Certificate Interest thereon and second, in reduction of the Certificate Principal Balances thereof, until such balances have been reduced to zero. (b) After In the payment in full event that any withholding tax is imposed on the distributions (or allocations of income) to a Certificateholder, such tax shall reduce the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid amount otherwise distributable to or the Certificateholder in accordance with this Section 5. 01. The Certificate Paying Agent is hereby authorized and directed to retain or cause to be retained from amounts otherwise distributable to the instructions provided from time to time Certificateholders sufficient funds for the payment of any tax that is legally owed by the CertificateholdersTrust (but such authorization shall not prevent the Owner 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 Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Certificate Paying Agent 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-U.S. Certificateholder), the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph (b). (c) Distributions to Certificateholders shall be subordinated to the creditors of the Trust, including the Bondholders.

Distributions. (a) Unless The Company shall make distributions of available cash (subject to reserves and other adjustments as provided herein) or other property to Members at such times and in such amounts as are determined by the Notes have been accelerated Managing Member. The Managing Member shall, if it deems it appropriate, determine the availability for distribution of, and distribute, cash or other property separately for each category of GP-Related Net Income (Loss) established 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 5.1(a). Subject to Section 3.8) shall make the following deposits and distributions5.8(e), to the extent distributions 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 cash or other property with respect to prior periodsNon-Carried Interest shall be made among the Members in accordance with their respective Non-Carried Interest Sharing Percentages, and, subject to Section 4.1(d), distributions of cash or other property with respect to Carried Interest shall be made among Members in accordance with their respective Carried Interest Sharing Percentages. At any time that a sale, exchange, transfer or other disposition by GTOP of a portion of a GP-Related Investment is being considered by the Company (a “GP-Related Disposable Investment”), at the election of the Managing Member each Member’s Interest with respect to such GP-Related Investment shall be vertically divided into two separate Interests, an Interest attributable to the GP-Related Disposable Investment (a Member’s “GP-Related Class B Interest”), and an Interest attributable to such GP-Related Investment excluding the Asset Representations Reviewer, any accrued and unpaid fees GP-Related Disposable Investment (a Member’s “GP-Related Class A Interest”). Distributions (including unpaid fees those resulting from a sale, transfer, exchange or other disposition by GTOP) relating to a GP-Related Disposable Investment (with respect to prior periods), reasonable expenses both Carried Interest 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 Non-Carried Interest) shall be limited made only to $300,000 per annum in the aggregate (prior to the occurrence holders 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 GP-Related Class B Interests 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 GP-Related Investment in accordance with Section 8.2(btheir GP-Related Profit Sharing Percentages relating to such GP-Related Class B Interests, and distributions (including those resulting from the sale, transfer, exchange or other disposition by GTOP) relating to a GP-Related Investment excluding such GP-Related Disposable Investment (with respect to both Carried Interest and Non-Carried Interest) shall be made only to holders of the Indenture, the Second Allocation of Principal, if any; (7) seventh, GP-Related Class A Interests with respect 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 such GP-Related Investment in accordance with Section 8.2(btheir respective GP-Related Profit Sharing Percentages relating to such GP-Related Class A Interests. Except as provided above, distributions of cash or other property with respect to each category of GP-Related Net Income (Loss) shall be allocated among the Members in the same proportions as the allocations of GP-Related Net Income (Loss) 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 Indenturesuch category. (b) After Subject to the payment Company’s having sufficient available cash in full the reasonable judgment of the Notes Managing Member, the Company shall make cash distributions to each Member with respect to each Fiscal Year of the Company in an aggregate amount at least equal to the total Federal, New York State and New York City income and other taxes that would be payable by such Member with respect to all other amounts payable under Section 4.4(a)categories of GP-Related Net Income (Loss) allocated to such Member for such Fiscal Year, all Collections the amount of which shall be paid calculated (i) on the assumption that each Member is an individual subject to the then prevailing maximum Federal, New York State and New York City income tax rates, (ii) taking into account the deductibility of state and local income and other taxes for Federal income tax purposes and (iii) taking into account any differential in applicable rates due to the type and character of Net Income (Loss) allocated to such Member. Notwithstanding the provisions of the foregoing sentence, the Managing Member may refrain from making any distribution if, in the reasonable judgment of the Managing Member, such distribution is prohibited by § 18-607 of the LLC Act. (c) The Managing Member may provide that the GP-Related Member Interest of any Member or in accordance employee (including such Member’s or employee’s right to distributions and investments of the Company related thereto) may be subject to repurchase by the Company during such period as the Managing Member shall determine (a “Repurchase Period”). Any Contingent distributions from GP-Related Investments subject to repurchase rights will be withheld by the Company and will be distributed to the recipient thereof (together with interest thereon at rates determined by the instructions provided Managing Member from time to time) as the recipient’s rights to such distributions become Non-Contingent (by virtue of the expiration of the applicable Repurchase Period or otherwise). The Managing Member may elect in an individual case to have the Company distribute any Contingent distribution to the applicable recipient thereof irrespective of whether the applicable Repurchase Period has lapsed. If a Member Withdraws from the Company for any reason other than his death, Total Disability or Incompetence, the undistributed share of any GP-Related Investment that remains Contingent as of the applicable Withdrawal Date shall be repurchased by the Company at a purchase price determined at such time by the CertificateholdersManaging Member. Unless determined otherwise by the Managing Member, the repurchased portion thereof will be allocated among the remaining Members with interests in such GP-Related Investment in proportion to their respective percentage interests in such GP-Related Investment, or if no other Member has a percentage interest in such specific GP-Related Investment, to the Managing Member; provided, that the Managing Member may allocate the Withdrawn Member’s share of unrealized investment income from a repurchased GP-Related Investment attributable to the period after the Withdrawn Member’s Withdrawal Date on any basis it may determine, including to existing or new Members who did not previously have interests in such GP-Related Investment, except that, in any event, each Investor Special Member shall be allocated a share of such unrealized investment income equal to its respective GP-Related Profit Sharing Percentage of such unrealized investment income. (d) (i) (A) If the Company is obligated under the Clawback Provisions or Giveback Provisions to contribute to GTOP a Clawback Amount or a Giveback Amount (other than a Capital Commitment Giveback Amount) (the amount of any such obligation of the Company with respect to such a Giveback Amount being herein called a “GP-Related Giveback Amount”), the Company shall call for such amounts as are necessary to satisfy such obligations of the Company as determined by the Managing Member, in which case each Member and Withdrawn Member shall contribute to the Company, in cash, when and as called by the Company, such an amount of prior distributions by the Company (and the Other Fund GPs) with respect to Carried Interest (and/or Non-Carried Interest in the case of a GP-Related Giveback Amount) (the “GP-Related Recontribution Amount”) which equals (I) the product of (a) a Member’s or Withdrawn Member’s Carried Interest Give Back Percentage and (b) the aggregate Clawback Amount payable by the Company in the case of Clawback Amounts and (II) with respect to a GP-Related Giveback Amount, such Member’s pro rata share of prior distributions of Carried Interest and/or Non-Carried Interest in connection with (a) the GP-Related GTOP Investment giving rise to the GP-Related Giveback Amount, (b) if the amounts contributed pursuant to clause (II)(a) above are insufficient to satisfy such GP-Related Giveback Amount, GP-Related GTOP Investments other than the one giving rise to such obligation, but only those amounts received by the Members with an interest in the GP-Related GTOP Investment referred to in clause (II)(a) above and (c) if the GP-Related Giveback Amount is unrelated to a specific GP-Related GTOP Investment, all GP-Related GTOP Investments. Each Member and Withdrawn Member shall promptly contribute to the Company, along with satisfying his comparable obligations to the Other Fund GPs, if any, upon such call such Member’s or Withdrawn Member’s GP-Related Recontribution Amount, less the amount paid out of the Trust Account on behalf of such Member or Withdrawn Member by the Trustee(s) pursuant to written instructions from the Company, or if applicable, any of the Other Fund GPs with respect to Carried Interest (and/or Non-Carried Interest in the case of GP-Related Giveback Amounts) (the “Net GP-Related Recontribution Amount”), irrespective of the fact that the amounts in the Trust Account may be sufficient on an aggregate basis to satisfy the Company’s and the Other Fund GPs’ obligation under the Clawback Provisions and/or Giveback Provisions; provided, that to the extent a Member’s or Withdrawn Member’s share of the amount paid with respect to the Clawback Amount or the GP-Related Giveback Amount exceeds his GP-Related Recontribution Amount, such excess shall be repaid to such Member or Withdrawn Member as promptly as reasonably practicable, subject to clause (ii) below; provided further, that such written instructions from the Company shall specify each Member’s and Withdrawn Member’s GP-Related Recontribution Amount. Prior to such time, the Company may, in its discretion (but shall be under no obligation to), provide notice that in the Company’s judgment, the potential obligations in respect of the Clawback Provisions or the Giveback Provisions will probably materialize (and an estimate of the aggregate amount of such obligations); provided further, that any amount from a Member’s Trust Account used to pay any GP-Related Giveback Amount (or such lesser amount as may be required by the Managing Member) shall be contributed by such Member to such Member’s Trust Account no later than 30 days after the Net GP-Related Recontribution Amount is paid with respect to such GP-Related Giveback Amount.

Distributions. (a) Unless The Company shall make distributions of available cash (subject to reserves and other adjustments as provided herein) or other property to Members at such times and in such amounts as are determined by the Notes have been accelerated Managing Member. The Managing Member shall, if it deems it appropriate, determine the availability for distribution of, and distribute, cash or other property separately for each category of GP-Related Net Income (Loss) established 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 5.1(a). Subject to Section 3.8) shall make the following deposits and distributions5.8(e), to the extent distributions 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 cash or other property with respect to prior periodsNon-Carried Interest shall be made among the Members in accordance with their respective Non-Carried Interest Sharing Percentages, and, subject to Section 4.1(d), distributions of cash or other property with respect to Carried Interest shall be made among Members in accordance with their respective Carried Interest Sharing Percentages. At any time that a sale, exchange, transfer or other disposition by GCOF II of a portion of a GP-Related Investment is being considered by the Company (a “GP-Related Disposable Investment”), at the election of the Managing Member each Member’s Interest with respect to such GP-Related Investment shall be vertically divided into two separate Interests, an Interest attributable to the GP-Related Disposable Investment (a Member’s “GP-Related Class B Interest”), and an Interest attributable to such GP-Related Investment excluding the Asset Representations Reviewer, any accrued and unpaid fees GP-Related Disposable Investment (a Member’s “GP-Related Class A Interest”). Distributions (including unpaid fees those resulting from a sale, transfer, exchange or other disposition by GCOF II) relating to a GP-Related Disposable Investment (with respect to prior periods), reasonable expenses both Carried Interest 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 Non-Carried Interest) shall be limited made only to $300,000 per annum in the aggregate (prior to the occurrence holders 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 GP-Related Class B Interests 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 GP-Related Investment in accordance with Section 8.2(btheir GP-Related Profit Sharing Percentages relating to such GP-Related Class B Interests, and distributions (including those resulting from the sale, transfer, exchange or other disposition by GCOF II) relating to a GP-Related Investment excluding such GP-Related Disposable Investment (with respect to both Carried Interest and Non-Carried Interest) shall be made only to holders of the Indenture, the Second Allocation of Principal, if any; (7) seventh, GP-Related Class A Interests with respect 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 such GP-Related Investment in accordance with Section 8.2(btheir respective GP-Related Profit Sharing Percentages relating to such GP-Related Class A Interests. Except as provided above, distributions of cash or other property with respect to each category of GP-Related Net Income (Loss) shall be allocated among the Members in the same proportions as the allocations of GP-Related Net Income (Loss) 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 Indenturesuch category. (b) After Subject to the payment Company’s having sufficient available cash in full the reasonable judgment of the Notes Managing Member, the Company shall make cash distributions to each Member with respect to each Fiscal Year of the Company in an aggregate amount at least equal to the total Federal, New York State and New York City income and other taxes that would be payable by such Member with respect to all other amounts payable under Section 4.4(a)categories of GP-Related Net Income (Loss) allocated to such Member for such Fiscal Year, all Collections the amount of which shall be paid calculated (i) on the assumption that each Member is an individual subject to the then prevailing maximum Federal, New York State and New York City income tax rates, (ii) taking into account the deductibility of state and local income and other taxes for Federal income tax purposes and (iii) taking into account any differential in applicable rates due to the type and character of Net Income (Loss) allocated to such Member. Notwithstanding the provisions of the foregoing sentence, the Managing Member may refrain from making any distribution if, in the reasonable judgment of the Managing Member, such distribution is prohibited by § 18-607 of the LLC Act. (c) The Managing Member may provide that the GP-Related Member Interest of any Member or in accordance employee (including such Member’s or employee’s right to distributions and investments of the Company related thereto) may be subject to repurchase by the Company during such period as the Managing Member shall determine (a “Repurchase Period”). Any Contingent distributions from GP-Related Investments subject to repurchase rights will be withheld by the Company and will be distributed to the recipient thereof (together with interest thereon at rates determined by the instructions provided Managing Member from time to time) as the recipient’s rights to such distributions become Non-Contingent (by virtue of the expiration of the applicable Repurchase Period or otherwise). The Managing Member may elect in an individual case to have the Company distribute any Contingent distribution to the applicable recipient thereof irrespective of whether the applicable Repurchase Period has lapsed. If a Member Withdraws from the Company for any reason other than his death, Total Disability or Incompetence, the undistributed share of any GP-Related Investment that remains Contingent as of the applicable Withdrawal Date shall be repurchased by the Company at a purchase price determined at such time by the CertificateholdersManaging Member. Unless determined otherwise by the Managing Member, the repurchased portion thereof will be allocated among the remaining Members with interests in such GP-Related Investment in proportion to their respective percentage interests in such GP-Related Investment, or if no other Member has a percentage interest in such specific GP-Related Investment, to the Managing Member; provided, that the Managing Member may allocate the Withdrawn Member’s share of unrealized investment income from a repurchased GP-Related Investment attributable to the period after the Withdrawn Member’s Withdrawal Date on any basis it may determine, including to existing or new Members who did not previously have interests in such GP-Related Investment, except that, in any event, each Investor Special Member shall be allocated a share of such unrealized investment income equal to its respective GP-Related Profit Sharing Percentage of such unrealized investment income. (i) Each of the Members shall, in addition to any other amount agreed to be contributed by such Member to the Company, contribute to the Company for contribution to GSO Capital Opportunities Fund II L.P. and any other vehicle formed to co-invest with such partnership to which a “clawback” payment may be due (including, without limitation, Section 5.05 of the GCOF II Partnership Agreement), such Member’s share of such “clawback” payment, which share shall be based upon the aggregate Carried Interest Distributions in respect of each of the entities referred to above made to such Member by the Company as a percentage of the total amount of such Carried Interest Distributions made by the Company to all Members. In no event will the obligation of a Member under this Section 5.8(d)(i) exceed 100% of the Carried Interest Distributions made to such Member (minus the applicable highest effective marginal U.S. Federal, state and local income tax rates for an individual resident in New York, New York applied to the taxable income with respect to such Carried Interest Distributions (taking into account the deductibility of state and local income taxes for U.S. Federal income tax purposes and the character of the income giving rise to the Carried Interest Distributions and, without duplication, any entity-level taxes of the Company allocated to such Member, except to the extent that the aggregate amount to be contributed by the Members pursuant to this sentence is less than the General Partner’s obligation under Section 5.05 of the GCOF II Partnership Agreement. The limited partners of GSO Capital Opportunities Fund II L.P. and each other fund formed to co-invest with such partnerships shall be third party beneficiaries of this Section 5.8(d)(i) and shall be entitled to enforce the provisions of this Section 5.8(d)(i) as if such limited partners were parties hereto. This Section 5.8(d)(i) shall not be amended without the written consent of at least the minimum percentage required under the applicable GCOF II Agreement, as amended from time to time, of all non-defaulting limited partners of GSO Capital Opportunities Fund II L.P. and any other entity to which a “clawback” payment may be due from the Company. (ii) (A) In order to implement the provisions of Section 5.8(d)(i) and to provide for contribution to the Company by each Member of such Member’s pro rata share of any GP-Related Giveback Amount, the parties hereto agree that if the Company is obligated under the Clawback Provisions or Giveback Provisions to contribute to GCOF II a Clawback Amount or a Giveback Amount (other than a Capital Commitment Giveback Amount) (the amount of any such obligation of the Company with respect to such a Giveback Amount being herein called a “GP-Related Giveback Amount”), the Company shall call for such amounts as are necessary to satisfy such obligations of the Company as determined by the Managing Member, in which case each Member and Withdrawn Member shall contribute to the Company, in cash, when and as called by the Company, such an amount of prior distributions by the Company (and the Other Fund GPs) with respect to Carried Interest (and/or Non-Carried Interest in the case of a GP-Related Giveback Amount) (the “GP-Related Recontribution Amount”) which equals (I) the product of (a) a Member’s or Withdrawn Member’s Carried Interest Give Back Percentage and (b) the aggregate Clawback Amount payable by the Company in the case of Clawback Amounts and (II) with respect to a GP-Related Giveback Amount, such Member’s pro rata share of prior distributions of Carried Interest and/or Non-Carried Interest in connection with (a) the GP-Related GCOF II Investment giving rise to the GP-Related Giveback Amount, (b) if the amounts contributed pursuant to clause (II)(a) above are insufficient to satisfy such GP-Related Giveback Amount, GP-Related GCOF II Investments other than the one giving rise to such obligation, but only those amounts received by the Members with an interest in the GP-Related GCOF II Investment referred to in clause (II)(a) above and (c) if the GP-Related Giveback Amount is unrelated to a specific GP-Related GCOF II Investment, all GP-Related GCOF II Investments. Each Member and Withdrawn Member shall promptly contribute to the Company, along with satisfying such Member’s comparable obligations to the Other Fund GPs, if any, upon such call such Member’s or Withdrawn Member’s GP-Related Recontribution Amount, less the amount paid out of the Trust Account on behalf of such Member or Withdrawn Member by the Trustee(s) pursuant to written instructions from the Company, or if applicable, any of the Other Fund GPs with respect to Carried Interest (and/or Non-Carried Interest in the case of GP-Related Giveback Amounts) (the “Net GP-Related Recontribution Amount”), irrespective of the fact that the amounts in the Trust Account may be sufficient on an aggregate basis to satisfy the Company’s and the Other Fund GPs’ obligation under the Clawback Provisions and/or Giveback Provisions; provided, that to the extent a Member’s or Withdrawn Member’s share of the amount paid with respect to the Clawback Amount or the GP-Related Giveback Amount exceeds his GP-Related Recontribution Amount, such excess shall be repaid to such Member or Withdrawn Member as promptly as reasonably practicable, subject to clause (ii) below; provided further, that such written instructions from the Company shall specify each Member’s and Withdrawn Member’s GP-Related Recontribution Amount. Prior to such time, the Company may, in its discretion (but shall be under no obligation to), provide notice that in the Company’s judgment, the potential obligations in respect of the Clawback Provisions or the Giveback Provisions will probably materialize (and an estimate of the aggregate amount of such obligations); provided further, that any amount from a Member’s Trust Account used to pay any GP-Related Giveback Amount (or such lesser amount as may be required by the Managing Member) shall be contributed by such Member to such Member’s Trust Account no later than 30 days after the Net GP-Related Recontribution Amount is paid with respect to such GP-Related Giveback Amount.

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Relevant Grantor Trust Trustee (based on information contained in shall withdraw amounts from the Servicer’s Certificate delivered on or before Account representing the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributions, to the extent of Group I Available Funds and apply them to pay the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, Group I Grantor Trust Certificates in the following manner and order of priority: (1i) firstfrom amounts representing interest received on the Group I Underlying Securities, if any, 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 NotesI-A-1 Grantor Trust Certificates and Class I-A-2 Grantor Trust Certificates, 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 basis, as a distribution 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 Indentureinterest, the First Allocation of Principal, if any; (5) fifth, to the Noteholders of Interest Distribution Amount for the Class B Notes, the Accrued I-A-1 Grantor Trust Certificates and Class B Note Interest due and accrued I-A-2 Grantor Trust Certificates 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 Distribution Date; and (12ii) twelfthfrom amounts representing principal received on the Group I Underlying Securities, any funds remainingif any, to the CertificateholdersHolders of the Class I-A-1 Grantor Trust Certificates and Class I-A-2 Grantor Trust Certificates, on a pro rata based basis, as distributions of principal, until the Current Principal Amounts of the Class I-A-1 Grantor Trust Certificates and Class I-A-2 Grantor Trust Certificates have been reduced to zero. (b) On each Distribution Date, the Grantor Trust Trustee shall withdraw amounts from the Certificate Account representing the Group II Available Funds and apply them to pay the Group II Grantor Trust Certificates in the following manner and order of priority: (i) from amounts representing interest received on the Percentage Group II Underlying Securities, if any to the Holders of the Class II-A-1 Grantor Trust Certificates and Class II-A-2 Grantor Trust Certificates, on a pro rata basis, as a distribution of interest, the Interest of each CertificateholderDistribution Amount for the Class II-A-1 Grantor Trust Certificates and Class II-A-2 Grantor Trust Certificates for such Distribution Date; and (ii) from amounts representing principal received on the Group II Underlying Securities, orif any, to the extent Definitive Holders of the Class II-A-1 Grantor Trust Certificates and Class II-A-2 Grantor Trust Certificates, on a pro rata basis, as distributions of principal, until the Current Principal Amounts of the Class II-A-1 Grantor Trust Certificates and Class II-A-2 Grantor Trust Certificates have been issuedreduced to zero. (c) All distributions made to Holders of the Grantor Trust Certificates pursuant to Sections 3.05(a) and 3.05(b) on each Distribution Date shall be allocated prorata among the outstanding related Grantor Trust Certificates based upon their respective Percentage Interests and, to except in the Certificate Distribution Account for case of the final distribution to the CertificateholdersHolders of the Grantor Trust Certificates, shall be made to the related Holders of record on the related Record Date. Distributions to any Grantor Trust Certificateholder on any Distribution Date shall be made by wire transfer of immediately available funds to the account of such Grantor Trust Certificateholder at a bank or other entity having appropriate facilities therefor, if such Grantor Trust Certificateholder shall have so notified the Grantor Trust Trustee in writing (which wiring instructions may be in the form of a standing order applicable to all future Distribution Dates) no less than five (5) Business Days prior to the related Record Date (or, in the case of the initial Distribution Date, no later than the related Record Date) and is the registered owner of related Grantor Trust Certificates with an aggregate initial Current Principal Amount of not less than $1,000,000, or otherwise by check mailed by first class mail to the address of such Grantor Trust Certificateholder appearing in the Certificate Register. Final distribution to each Grantor Trust Certificateholder will be made in like manner, but only upon presentment and surrender of such Grantor Trust Certificate at the Corporate Trust Office or such other location specified in the notice to Grantor Trust Certificateholders of such final distribution. (d) 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 NotesAgreement, the Indenture Grantor Trust Trustee shall apply comply with all amounts on deposit in federal withholding requirements respecting payments to Grantor Trust Certificateholders of interest or the Collection Account accrual of discount that the Grantor Trust Trustee reasonably believes are applicable under the Code. The consent of Grantor Trust Certificateholders shall not be required for such withholding. In the event the Grantor Trust Trustee does withhold any amount from payments to any Grantor Trust Certificateholder pursuant to Section 5.4(b) of federal withholding requirements, the Indenture. (b) After Grantor Trust Trustee shall indicate the payment in full of the Notes and all other amounts payable under Section 4.4(a), all Collections shall be paid amount withheld to or in accordance with the instructions provided from time to time by the such Grantor Trust Certificateholders.

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 the information contained in the Servicer’s Certificate delivered on or before the related Determination Date pursuant to Section 3.8Date) 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 order of priority: (1i) first, to the Indenture Trustee Backup Servicer so long as the Backup Servicer is not acting as the successor Servicer, from the Total Distribution Amount and any amount deposited in the Owner TrusteeCollection Account pursuant to Section 5.5(a), any accrued the Backup Servicing Fee and all unpaid feesBackup Servicing Fees from prior Collection Periods; (ii) to the Servicer, reasonable expenses and indemnification amounts from the Total Distribution Amount (including any as such fees, expenses and indemnification amounts with respect Total Distribution Amount has been reduced by payments pursuant to prior periodsclause (i) above), and to any amount deposited in 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 Collection Account 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 (aSection 5.5(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 from prior Collection Periods and all reimbursements to prior periodswhich the Servicer is entitled pursuant to Section 5.3; (3iii) 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 Backup Servicer or 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 other Person appointed successor Servicer pursuant to Section 8.2(b) of 10.3(b), from the Indenture, the First Allocation of Principal, if any; Total 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; (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 as such Total Distribution Amount has been reduced by payments pursuant to clause first of this Section 4.4(aclauses (i) due solely to the per annum limitation set forth therein; and and (12ii) twelfthabove), and 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 amount deposited in the Collection Account pursuant to Section 5.4(b5.5(a), to the extent not previously paid by the predecessor Servicer pursuant to this Agreement, reasonable transition expenses (up to a maximum of $150,000 for all such expenses incurred over the term of this Agreement) incurred by such Person in becoming the successor Servicer; (iv) concurrently, to the Trustee and the Owner Trustee, pro rata, from the Total Distribution Amount (as such Total Distribution Amount has been reduced by payments pursuant to clauses (i) through (iii) above) and any amount deposited in the Collection Account pursuant to Section 5.5(a), the Trustee Fees and reasonable out-of-pocket expenses thereof (including reasonable counsel fees and expenses), and all unpaid Trustee Fees and unpaid reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) from prior Collection Periods; provided, however, that expenses and other amounts payable to the Trustee and the Owner Trustee pursuant to this clause (iv) shall be limited to a total of $50,000 per annum; provided further, however, that if an Event of Default specified under Section 5.1(a)(i) or (ii) of the Indenture has occurred and is continuing then such expenses payable pursuant to this priority (iv) shall not be so limited; (v) to the holders of the Class A Notes, pro rata, from the Total Distribution Amount (as such Total Distribution Amount has been reduced by payments pursuant to clauses (i) through (iv) above), and any amount deposited in the Collection Account pursuant to Section 5.5(a), the Noteholders’ Interest Distributable Amount for the Class A Notes for such Payment Date; (vi) to the Principal Distribution Account, from the Total Distribution Amount (as such Total Distribution Amount has been reduced by payments pursuant to clauses (i) through (v) above), and any amount deposited in the Collection Account pursuant to Section 5.5(a), an amount equal to the Class A Parity Deficit Amount; (vii) if such Payment Date is the Final Scheduled Payment Date, to the Principal Distribution Account, from the Total Distribution Amount (as such Total Distribution Amount has been reduced by payments pursuant to clauses (i) through (vi) above), and any amount deposited in the Collection Account pursuant to Section 5.5(a), an amount equal to the Class A Note Balance; (viii) to the Holders of the Class B Notes, pro rata, from the Total Distribution Amount (as such Total Distribution Amount has been reduced by payments pursuant to clauses (i) through (vii) above), and any amount deposited in the Collection Account pursuant to Section 5.5(a), an amount equal to the Noteholders’ Interest Distributable Amount for the Class B Notes for such Payment Date; (ix) to the Principal Distribution Account, from the Total Distribution Amount (as such Total Distribution Amount has been reduced by payments pursuant to clauses (i) through (viii) above), and any amount deposited in the Collection Account pursuant to Section 5.5(a), an amount equal to the Class B Parity Deficit Amount; (x) if such Payment Date is the Final Scheduled Payment Date, to the Principal Distribution Account, from the Total Distribution Amount (as such Total Distribution Amount has been reduced by payments pursuant to clauses (i) through (ix) above), and any amount deposited in the Collection Account pursuant to Section 5.5(a), an amount equal to the Class B Note Balance; (xi) to the Holders of the Class C Notes, pro rata, from the Total Distribution Amount (as such Total Distribution Amount has been reduced by payments pursuant to clauses (i) through (x) above), and any amount deposited in the Collection Account pursuant to Section 5.5(a), an amount equal to the Noteholders’ Interest Distributable Amount for the Class C Notes for such Payment Date; (xii) to the Principal Distribution Account, from the Total Distribution Amount (as such Total Distribution Amount has been reduced by payments pursuant to clauses (i) through (xi) above), and any amount deposited in the Collection Account pursuant to Section 5.5(a), an amount equal to the Class C Parity Deficit Amount; (xiii) if such Payment Date is the Final Scheduled Payment Date, to the Principal Distribution Account, from the Total Distribution Amount (as such Total Distribution Amount has been reduced by payments pursuant to clauses (i) through (xii) above), and any amount deposited in the Collection Account pursuant to Section 5.5(a), an amount equal to the Class C Note Balance; (xiv) to the Holders of the Class D Notes, pro rata, from the Total Distribution Amount (as such Total Distribution Amount has been reduced by payments pursuant to clauses (i) through (xiii) above), and any amount deposited in the Collection Account pursuant to Section 5.5(a), an amount equal to the Noteholders’ Interest Distributable Amount for the Class D Notes for such Payment Date; (xv) to the Principal Distribution Account, from the Total Distribution Amount (as such Total Distribution Amount has been reduced by payments pursuant to clauses (i) through (xiv) above), and any amount deposited in the Collection Account pursuant to Section 5.5(a), an amount equal to the Class D Parity Deficit Amount; (xvi) if such Payment Date is the Final Scheduled Payment Date, to the Principal Distribution Account, from the Total Distribution Amount (as such Total Distribution Amount has been reduced by payments pursuant to clauses (i) through (xv) above), and any amount deposited in the Collection Account pursuant to Section 5.5(a), an amount equal to the Class D Note Balance; (xvii) to the Trustee, from the Total Distribution Amount (as such Total Distribution Amount has been reduced by payments made pursuant to clauses (i) through (xvi) above) for deposit into the Series 2011-A Spread Account, the remaining Total Distribution Amount until the amount in the Series 2011-A Spread Account equals the Specified Spread Account Requisite Amount; (xviii) to the Servicer, from the Total Distribution Amount (as such Total Distribution Amount has been reduced by payments made pursuant to clauses (i) through (xvii) above), an amount equal to the Additional Servicing Compensation due for the related Payment Date, together with any past due amounts for any prior Payment Date, will be paid to the Servicer; (xix) to the extent not previously paid, to the Principal Distribution Account, from the Total Distribution Amount (as such Total Distribution Amount has been reduced by payments made pursuant to clauses (i) through (xviii) above), the Aggregate Noteholders’ Principal Distributable Amount, if any, for such Payment Date; (xx) to the Backup Servicer, the Trustee and the Owner Trustee, as applicable, from the Total Distribution Amount (as such Total Distribution has been reduced by payments made pursuant to clauses (i) through (xix) above), any amounts owing to the Backup Servicer, the Trustee and Owner Trustee under the Basic Documents, to the extent not previously paid, and (xxi) to the Certificate Distribution Account, for distribution by the Trust Paying Agent in accordance with the provisions of the Trust Agreement, any remaining Total Distribution Amount; provided, however, that, following an acceleration of the Notes pursuant to Section 5.2(a) of the Indenture, the Total Distribution Amount shall be paid pursuant to Section 5.6(a) of the Indenture. (b) After In the payment in full of event that the Notes Collection Account is maintained with an institution other than the Trustee, the Servicer shall instruct and cause such institution to make all other amounts payable under deposits and distributions pursuant to Section 4.4(a), all Collections shall be paid to or in accordance with 5.7(a) on the instructions provided from time to time by the Certificateholdersrelated Payment Date.

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 Swap Counterparty, the Net Swap Payment, if any, for such Payment Date]; (4) fourth, pro rata [based on amounts due, (A) to the Swap Counterparty, any Senior Swap Termination Payments for such Payment Date, and (B)] 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; (45) fourthfifth, for distribution to the Noteholders pursuant to Section 8.2(b) of the Indenture, the First Allocation of Principal, if any; (56) fifthsixth, to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and accrued for the related Interest Period; (67) sixthseventh, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Second Allocation of Principal, if any; (7) seventh8) eighth, to the Noteholders of Class C Notes, the Accrued Class C Note Interest due and accrued for the related Interest Period; (8) eighth9) ninth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Third Allocation of Principal, if any; (910) ninthtenth, to the Noteholders of Class D Notes, the Accrued Class D Note Interest due and accrued for the related Interest Period; (11) eleventh, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fourth Allocation of Principal, if any; (12) [twelfth, to the Noteholders of Class E Notes, the Accrued Class E Note Interest due and accrued for the related Interest Period;] (13) [thirteenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Fifth Allocation of Principal, if any;] (14) fourteenth, 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; (1015) tenthfifteenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the Indenture, the Regular Allocation of Principal, if any; (1116) eleventh[sixteenth, to the Indenture Trustee, the Owner Trustee and the Asset Representations ReviewerSwap Counterparty, 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; Subordinated Swap Termination Payments for such Payment Date;] and (1217) twelfthseventeenth, 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 [, 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 Certificateholders.

Distributions. Except as otherwise expressly provided in this Article 4, all payments received by Administrative Agent or Servicer with respect to the Loan, including, without limitation, voluntary payments, voluntary prepayments, interest, principal, proceeds from any Interest Rate Protection Agreement, any Proceeds or any Award not being applied for the Restoration of the Property, and any other amounts payable to Administrative Agent or for the benefit of the Lender pursuant to the Loan Agreement (other than any reimbursable expenses, not previously reimbursed by the Noteholders, paid by Borrower to Administrative Agent, which in all cases Administrative Agent shall be entitled to retain), shall be promptly distributed by Administrative Agent or Servicer, but no later than two (2) Business Days after the later to occur of (in each case, however, subject to Administrative Agent’s or Servicer’s receipt and proper identification of funds) (a) Unless such receipt and proper identification thereof and (b) the Notes have been accelerated pursuant to Section 5.2 of Payment Date under the Indenture, on each Payment Date, the Relevant Trustee Loan Agreement (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 feesany principal prepayments shall always be distributed no later than two (2) Business Days after the receipt thereof), expenses and indemnification amounts payable pursuant to the Indenture Trusteewiring instructions given, in writing, by a Noteholder to Administrative Agent in connection with the Owner Trustee execution of this Agreement (or such other wiring instructions a Noteholder may direct Administrative Agent to make payments to upon written notice to Administrative Agent given pursuant to Section 11.4), and in the following order and priority, and, in each case, without duplication: (A) if no Event of Default shall have occurred and be continuing: (a) first, to Administrative Agent in the amount of any unreimbursed out-of-pocket costs and expenses incurred by Administrative Agent, including, without limitation, reasonable attorneys’ fees and expenses, (i) in servicing and administering the Loan (other than the Servicing Fee and any Protective Advances made by Administrative Agent) and (ii) pursuing remedies under the Loan Documents, including any such costs and expenses which are reimbursable by Borrower pursuant to the terms of the Loan Documents which remain unpaid; (b) next, to Administrative Agent for the payment to Servicer the amount of any Servicing Fees owed to any Servicer(s) engaged by Administrative Agent in connection with the servicing of the Loan; (c) next, to Administrative Agent and any Note-A Holder that made any Super Priority Protective Advance, in the amount of each such unreimbursed Super Priority Protective Advance made by Administrative Agent and each such Note-A Holder, on a pro rata pari passu basis, (based on a ratio where the numerator is the amount so advanced by Administrative Agent or any such Note-A Holder (as the case may be) and the Asset Representations Reviewer denominator is the aggregate amount of all Super Priority Protective Advances made by Administrative Agent and all of the Note-A Holders), together with all accrued and unpaid Protective Advance Interest at the Protective Advance Rate specified in Section 6(b) hereof with respect to such Super-Priority Protective Advances, with such Super-Priority Protective Advances being reimbursed in chronological order (with the first Super-Priority Protective Advance, and Protective Advance Interest thereon, to be reimbursed first); (d) next, to Administrative Agent and any Note-A Holder that made Protective Advances (other than Super-Priority Protective Advances), in the amount of each such unreimbursed Protective Advance made by Administrative Agent and each such Note-A Holder on a pro rata pari passu basis (based on a ratio where the numerator is the amount so advanced by Administrative Agent or any such Note-A Holder (as the case may be) and the denominator is the aggregate of all such Protective Advances made by Administrative Agent and all of the Note-A Holders), together with all accrued and unpaid Protective Advance Interest at the Protective Advance Rate with respect to such Protective Advances, with such Protective Advances being reimbursed in chronological order (with the first such Protective Advance, and interest thereon to be reimbursed first); (e) next, on a pro rata pari passu basis to the Note-A Holders, an amount equal to the accrued and unpaid regular interest (i.e. not at the Default Rate) on the Note Principal Balance of such Note-A Holder’s A-Note (less each Note-A Holder’s Pro Rata Share of the Servicing Fee paid pursuant to this clause first shall be limited Section 4.2(A)(d) above) owed to $300,000 per annum each Note-A Holder on account of such Note-A Holder’s funded Commitment; (f) next, on a pro rata pari passu basis to the Note-B Holders, an amount equal to the accrued and unpaid regular interest (i.e., not at the Default Rate) on the Note Principal Balance of each Note-B Holder’s B-Notes (less the Note-B Holders’ Pro Rata Share of the Servicing Fee paid pursuant to Section 4.2(A)(d) above) owed to each Note-B Holder on account of such Note-B Holder’s funded Commitment; (g) next, on a pro rata pari passu basis to the Note-A Holders, with respect to any payments received on account of the outstanding principal balance of the Loan, whether scheduled or extraordinary (including any payment of principal payable on the Maturity Date and any prepayment amounts) to the Note-A Holders up to an amount equal to the Note-A Holders’ funded Commitment; (h) next, on a pro rata pari passu basis to the Note-A Holders an amount equal to the Yield Maintenance Premium, late charges, prepayment premiums and penalties, fees (including without limitation any extension fees), default interest, late charges and other amounts then due and owing to Note-A Holder with respect to the Loan; (i) next, to any Note-B Holder that made any Super Priority Protective Advances, in the amount of any such unreimbursed Super Priority Protective Advance made by each such Note-B Holder on a pro rata pari passu basis (based on a ratio where the numerator is the amount so advanced by any such Note-B Holder and the denominator is the aggregate amount of all Super Priority Protective Advances made by all of the Note-B Holders), together with all accrued and unpaid Protective Advance Interest at the Protective Advance Rate specified in Section 6(b) hereof with respect to such Super-Priority Protective Advances, with such Super-Priority Protective Advances being reimbursed in chronological order (prior with the first Super-Priority Protective Advance, and Protective Advance Interest thereon, to be reimbursed first); (j) next, to any Note-B Holder that made Protective Advances (other than Super Priority Protective Advances), in the amount of each such Protective Advances made by each such Note-B Holder, on a pro rata pari passu basis (based on a ratio where the numerator is the amount so advanced by any such Note-B Holder and the denominator is the aggregate amount of all Protective Advances made by all of the Note-B Holders), together with all accrued and unpaid Protective Advance Interest at the Protective Advance Rate with respect to such Protective Advances, with such Protective Advances being reimbursed in chronological order (with the first such Protective Advance, and interest thereon, to be reimbursed first); (k) next, to each Note-B Holder that made any cure payments pursuant to Section 10.1 in the amount of any such unreimbursed cure payments made by each such Note-B on a pro rata pari passu basis (based on a ratio where the numerator is the amount so advanced by any such B-Note Holder and the denominator is the aggregate of all cure payments made by all of the B-Note Holders); (l) next, on a pro rata pari passu basis to the occurrence Note-B Holders, with respect to any payments received on account of the outstanding principal balance of the Loan, whether scheduled or extraordinary (including any payment of principal payable on the Maturity Date and any prepayment amounts) to each such Note-B Holder up to an amount equal to such Note-B Holder’s funded Commitment; (m) next, on a pro rata pari passu basis to the Note-B Holders any fees (including without limitation any extension fees), premium, default interest, late charges and other excess amounts owed by Borrower, up to the amount actually owed to each such Note-B Holder, based on its Pro Rata Share; (n) lastly, any other amounts from any source whatsoever (including proceeds from a sale of the Property), to each Noteholder on a pro rata pari passu basis in accordance with each Noteholder’s Distribution Pro Rata Share. (B) if an Event of Default shall have occurred and be continuing, including, without limitation, at any time after foreclosure on the Property or taking the same by deed in lieu thereof: (a) first, to Administrative Agent in the amount of any unreimbursed out-of-pocket costs and expenses incurred by Administrative Agent, including, without limitation, reasonable attorneys’ fees and expenses, (i) in servicing and administering the Loan (other than the Servicing Fee and any Protective Advances made by Administrative Agent) and (ii) pursuing remedies under the Loan Documents, including any such costs and expenses which are reimbursable by Borrower pursuant to the terms of the type described in clauses (a), Loan Documents which remain unpaid; (b) or (enext, to Administrative Agent for the payment to Servicer the amount of any Servicing Fees owed to any Servicer(s) of Section 5.1 engaged by Administrative Agent in connection with the servicing of the IndentureLoan; (c) next, to Administrative Agent and any Note-A Holder that made any Super Priority Protective Advance, in the amount of each such unreimbursed Super Priority Protective Advance made by Administrative Agent and each such Note-A Holder, on a pro rata pari passu basis (based on a ratio where the numerator is the amount so advanced by Administrative Agent or any such Note-A Holder (as the case may be) and the denominator is the aggregate of all such Super Priority Protective Advances made by Administrative Agent and all of the Note-A Holders), together with all accrued and unpaid Protective Advance Interest at the Protective Advance Rate specified in Section 6(b) hereof with respect to such Super-Priority Protective Advances, with such Super-Priority Protective Advances being reimbursed in chronological order (with the first Super-Priority Protective Advance, and Protective Advance Interest thereon, to be reimbursed first); (2d) secondnext, to Administrative Agent and any Note-A Holder that made Protective Advances (other than Super Priority Protective Advances) in 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 each such unreimbursed Protective Advances made by Administrative Agent and each such Note-A Note Interest, the amounts available will be applied to the payment of such interest on the Class A Notes Holder on a pro rata pari passu basis (based on a ratio where the numerator is the amount so advanced by Administrative Agent or any such Note-A Holder (as the case may be) and the denominator is the aggregate of all such Protective Advances made by Administrative Agent and all of the Note-A Holders), together with all accrued and unpaid Protective Advance Interest at the Protective Advance Rate with respect to such Protective Advances, with such Protective Advances being reimbursed in chronological order (with the first such Protective Advance, and interest thereon, to be reimbursed first); (e) next, to the Note-A Holders, an amount equal to the accrued and unpaid regular interest (i.e. not at the Default Rate) on the Note Principal Balance of such Note-A Holder’s A-Note (less each Note-A Holder’s Pro Rata Share of the Servicing Fee paid pursuant to Section 4.2(B)(b) above) owed to each such Note-A Holder on account of Note-A Holder’s funded Commitment; (f) next, on a pro rata pari passu basis to the Note-A Holders, with respect to any payments received on account of the outstanding principal balance of the Loan, whether scheduled or extraordinary (including any payment of principal payable on the Maturity Date and any prepayment amounts) to each Note-A Holder up to an amount equal to such Note-A Holder’s funded Commitment; (g) next, on a pro rata pari passu basis to each Note-A Holder, an amount equal to the Yield Maintenance Premium, late charges, prepayment premiums and penalties, fees (including without limitation any extension fees), default interest, late charges and other amounts then due and owing to each Note-A Holder with respect to the Loan; (h) next, to any Note-B Holder that made any Super Priority Protective Advance, in the amount of interest payable each such unreimbursed Super Priority Protective Advance made by each such Note-B Holder on a pro rata pari passu basis (based on a ratio where the numerator is the amount so advanced by any such Note-B Holder and the denominator is the aggregate of all such Super Priority Protective Advances made by all of the Note-B Holders), together with all accrued and unpaid Protective Advance Interest at the Protective Advance Rate specified in Section 6(b) hereof with respect to each Class of Class A Notessuch Super-Priority Protective Advances, with such Super-Priority Protective Advances being reimbursed in chronological order (with the first Super-Priority Protective Advance, and Protective Advance Interest thereon, to be reimbursed first); (4i) fourthnext, for distribution to each Note-B Holder that made any Protective Advance (other than Super Priority Protective Advances), in the Noteholders amount of each such unreimbursed Protective Advances made by each such Note-B Holder, on a pro rata pari passu basis (based on a ratio where the numerator is the amount so advanced by any such Note-B Holder and the denominator is the aggregate of all such Protective Advances made by all of the Note-B Holders), together with all accrued and unpaid Protective Advance Interest at the Protective Advance Rate with respect to such Protective Advances, with such Protective Advances being reimbursed in chronological order (with the first such Protective Advance, and interest thereon to be reimbursed first); (j) next, to each Note-B Holder that made any cure payment pursuant to Section 8.2(b) 10.1 in the amount of any such unreimbursed cure payments made by each such Note-B Holder, on a pro rata pari passu basis (based on a ratio where the numerator is the amount so advanced by any such Note-B Holder and the denominator is the aggregate of all such cure payments made by all of the Indenture, the First Allocation of Principal, if anyNote-B Holders); (5k) fifthnext, on a pro rata pari passu basis to each Note-B Holder, an amount equal 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 regular interest (i.e. not at the Default Rate) on the Note Principal Balance of such Note-B Holder’s B-Note (less each such Note-B Holder’s Pro Rata Share of the Servicing Fee paid pursuant to clause first (b) of this Section 4.4(a4.2(B) due solely above) owed to each such Note-B Holder on account of such Note-B Holder’s funded Commitment; (l) next, with respect to any payments received on account of the outstanding principal balance of the Loan, whether scheduled or extraordinary (including any payment of principal payable on the Maturity Date and any prepayment amounts) to each Note-B Holder on a pro rata pari passu basis up to an amount equal to such Note-B Holder’s respective funded Commitment; (m) next, on a pro rata pari passu basis to each Note-B Holder any fees (including without limitation any extension fees), premium, default interest, late charges and other excess amounts owed by Borrower, up to the per annum limitation set forth therein; andamount actually owed to the Note-B Holders, based on their Pro Rata Share; (12n) twelfthlastly, any funds remainingother amounts from any source whatsoever (including proceeds from a sale of the Property), to the Certificateholders, each Noteholder on a 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 pari passu basis in accordance with the instructions provided from time to time by the Certificateholderseach Noteholder’s Distribution Pro Rata Share.

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) and (c), 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 to the extent set forth in Section 5.08; (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) 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 (12x) 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 Indenture. Trust Agreement. 17 (b) After the payment in full of the Notes 2021-B Sale and all other amounts payable under Section 4.4(aServicing Agreement), 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 Interest Funds for such Distribution Date shall be allocated by the Trustee from the Distribution Account in the following order of priority (except that amounts received in respect of the Cap Contract will be distributed as described in Section 4.04(b)): (i) concurrently, to the Class A, Class A-R and Class A-IO Certificates, the Current Interest and any Interest Carryforward Amount for each such Class; provided, however, that the Current Interest and any Interest Carryforward Amount payable to the Class A-IO Certificates shall be deposited in the Carryover Reserve Fund to the extent needed to pay aggregate Net Rate Carryover for the other Certificates for such Distribution Date, except prior to the Cap Contract Termination Date, such amount deposited shall not include (x) the amount of the Net Rate Carryover covered by amounts received on the Cap Contract, or (y) any Reserve Fund Excluded Carryover Amount (such amount deposited, the "Class A-IO Cashflow Carryover Deposit Amount"), and any remaining amount shall be distributed to the Class A-IO Certificates; and provided, further, that if the Interest Funds are not sufficient to make a full distribution of the aggregate Current Interest and the aggregate Interest Carryforward Amount for each Class of Certificates, such Interest Funds will be distributed pro rata among each such Class, based on information contained in the Servicer’s Certificate delivered ratio of (x) the portion of the Current Interest and the portion of any Interest Carryforward Amount attributable to such Class to (y) the portion of Current Interest and the portion of any Interest Carryforward Amount attributable to all such Classes; (ii) to the Class M-1 Certificates, the Current Interest and any Interest Carry Forward Amount for such Class; (iii) to the Class M-2 Certificates, the Current Interest and any Interest Carry Forward Amount for such Class; (iv) to the Class B-1 Certificates, the Current Interest and any Interest Carry Forward Amount for such Class; (v) to the Class B-2 Certificates, the Current Interest and any Interest Carry Forward Amount for such Class; (vi) to the Carryover Reserve Fund, an amount equal to the Required Carryover Reserve Fund Deposit; and (vii) any remainder to the Class A-R Certificates. (b) On each Distribution Date on or before prior to the related Determination Cap Contract Termination Date, amounts received in respect of the Cap Contract for such Distribution Date pursuant will be distributed to Section 3.8each Class of Certificates (other than the Class A-IO Certificates) shall make the following deposits and distributions, to the extent of Available Funds any Interest Carryover Amount for such Class of Certificates for such Distribution Date (on a pro rata basis among all such Classes (on the basis of the Interest Carryover Amount for each such Class), and any remaining amounts shall be distributed to the Reserve Account Draw AmountSeller; provided, however, that if the Cap Contract is subject to early termination, early termination payments shall be held by the Trustee until the Cap Contract Termination Date to pay any Interest Carryover Amounts as provided in Section 3.19. (c) On each Distribution Date, after payment of the amounts received on Cap Contract as provided in Section 4.04(b) above, amounts on deposit in the Collection Account Carryover Reserve Fund shall be allocated by the Trustee to each Class of Certificates (other than the Class A-IO Certificates) to the extent of any remaining Interest Carryover Amount for such Payment Class of Certificates for such Distribution Date (on a pro rata basis among all such Classes (on the basis of the Interest Carryover Amount for each such Class); provided, however, no such amounts on deposit in the Carryover Reserve Fund shall be used to pay any Reserve Fund Excluded Carryover Amount. (d) On each Distribution Date, the Principal Distribution Amount for such Distribution Date shall be allocated by the Trustee from the Distribution Account 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 any Distribution Date prior periods), and to the Asset Representations ReviewerStepdown Date or as to which a Trigger Event is in effect: (A) to the Class A-R Certificates, until the Certificate Principal Balance thereof is reduced to zero; (B) to the Class A Certificates, until the Certificate Principal Balance thereof is reduced to zero; (C) to the Class M-1 Certificates, until the Certificate Principal Balance thereof is reduced to zero; (D) to the Class M-2 Certificates, until the Certificate Principal Balance thereof is reduced to zero; (E) to the Class B-1 Certificates, until the Certificate Principal Balance thereof is reduced to zero; (F) to the Class B-2 Certificates, until the Certificate Principal Balance thereof is reduced to zero; (G) any accrued and unpaid fees remainder to the Class A-R Certificates. (including unpaid fees ii) with respect to prior periods), reasonable expenses each Distribution Date on and indemnification amounts after the Stepdown Date and as to which a Trigger Event is not in effect: (A) to the Class A Certificates, the Class A Principal Distribution Amount; (B) to the Class M-1 Certificates, the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; (C) to the Class M-2 Certificates, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; (D) to the Class B-1 Certificates, the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; (E) to the Class B-2 Certificates, the Class B-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; and (F) any remainder to the ClassA-R Certificates. (e) [reserved] (f) To the extent not previously that a Class of Certificates (other than the Class A-IO Certificates) receives interest in excess of the Net Rate Cap other than the amount of any Net Rate Carryover paid by Santander Consumer; provided, however, that fees, expenses and indemnification from amounts received in respect of the Cap Contract or from amounts otherwise payable to the Indenture TrusteeClass A-IO Certificates as provided in this Agreement, such interest shall be treated as having been paid to the Owner Trustee Carryover Reserve Fund and then paid by the Asset Representations Reviewer Carryover Reserve Fund to such Certificateholders. Amounts deemed deposited to the Carryover Reserve Fund pursuant to this clause first shall be limited deemed to $300,000 per annum have been distributed first to the Class A-IO Certificateholders for applicable tax purposes. (g) [reserved] (h) On each Distribution Date, the Trustee shall allocate the Applied Realized Loss Amount to reduce the Certificate Principal Balances of the Subordinate Certificates in the aggregate following order of priority: (prior i) to the occurrence of an Event of Default of Class B-2 Certificates until the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)Class B-2 Certificate Principal Balance is reduced to zero; (2ii) second, to the Servicer, Class B-1 Certificates until the Servicing Fee and all unpaid Servicing Fees with respect Class B-1 Certificate Principal Balance is reduced to prior periodszero; (3iii) third, to the Noteholders of Class M-2 Certificates until 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 M-2 Certificate Principal Balance is reduced 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 thereinzero; and (12iv) twelfth, any funds remaining, to the Certificateholders, pro rata based on Class M-1 Certificates until the Percentage Interest of each Certificateholder, or, Class M-1 Certificate Principal Balance is reduced 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 Indenturezero. (bi) After Subject to Section 9.02 hereof respecting the payment final distribution, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either by wire transfer in full immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Notes Trustee at least 5 Business Days prior to the related Record Date and all other amounts payable under (ii) such Holder shall hold Regular Certificates with aggregate principal denominations of not less than $1,000,000 or evidencing a Percentage Interest aggregating 10% or more with respect to such Class or, if not, by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. Notwithstanding the foregoing, but subject to Section 4.4(a9.02 hereof respecting the final distribution, distributions with respect to Certificates registered in the name of a Depository shall be made to such Depository in immediately available funds. On or before 5:00 p.m. Pacific time on the fifth Business Day following each Determination Date (but in no event later than 5:00 p.m. Pacific time on the third Business Day before the related Distribution Date), all Collections the Master Servicer shall be paid deliver a report to the Trustee in the form of a computer readable magnetic tape (or in accordance with by such other means as the instructions provided Master Servicer and the Trustee may agree from time to time time) containing such data and information as agreed to by the CertificateholdersMaster Servicer and the Trustee (including, without limitation, the actual mortgage rate for each Credit Comeback Loan) such as to permit the Trustee to prepare the Monthly Statement to Certificateholders and make the required distributions for the related Distribution Date (the "Remittance Report"). The Trustee shall, not later than 9:00 a.m. Pacific time on the Master Servicer Advance Date, other than any Master Servicer Advance Date relating to any Distribution Date on which the proceeds of any Optional Termination are being distributed, (i) furnish by telecopy a statement to the Master Servicer (the information in such statement to be made available to Certificateholders by the Trustee on request) setting forth the Interest Funds and Principal Funds for such Distribution Date and the amount to be withdrawn from the Certificate Account and (ii) determine (and notify the Master Servicer by telecopy of the results of such determination) the amount of Advances to be made by the Master Servicer in respect of the related Distribution Date; provided that no Advance shall be made if it would be a Nonrecoverable Advance; provided further that any failure by the Trustee to notify the Master Servicer will not relieve the Master Servicer from any obligation to make any such Advances. The Trustee shall not be responsible to recompute, recalculate or verify information provided to it by the Master Servicer and shall be permitted to conclusively rely on any information provided to it by the Master Servicer.

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 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) and (c), 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 to the extent set forth in Section 5.08; (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 Period; (8) eighth, for distribution 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 in accordance with Section 8.2(bon the preceding Payment Date; and (b) of the Indenture, the Third Allocation of Principalexcess, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause of the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, for distribution interest payable to the Class C Noteholders in accordance with Section 8.2(b) of on prior Payment Dates over the Indenture, the Regular Allocation of Principal, if any; (11) eleventh, amounts actually paid to the Indenture TrusteeClass C Noteholders on prior Payment Dates, plus interest on any such shortfall at 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, Class C Rate 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 permitted by the Certificateholders.law;

Distributions. (a) Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on On each Payment Distribution Date, the Relevant Interest Funds for such Distribution Date shall be allocated by the Trustee from the Distribution Account in the following order of priority (except that amounts received in respect of the Cap Contract will be distributed as described in Section 4.04(b)): (i) concurrently, to the Class A, Class A-R and Class A-IO Certificates, the Current Interest and any Interest Carryforward Amount for each such Class; provided, however, that the Current Interest and any Interest Carryforward Amount payable to the Class A-IO Certificates shall be deposited in the Carryover Reserve Fund as provided in Section 4.08 in an amount equal to the sum of the Primary Carryover Reserve Fund Deposit and the Secondary Carryover Reserve Fund Deposit, and any remaining amount shall be distributed to the Class A-IO Certificates; and provided, further, that if the Interest Funds are not sufficient to make a full distribution of the aggregate Current Interest and the aggregate Interest Carryforward Amount for each Class of Certificates, such Interest Funds will be distributed pro rata among each such Class, based on information contained the ratio of (x) the portion of the Current Interest and the portion of any Interest Carryforward Amount attributable to such Class to (y) the portion of Current Interest and the portion of any Interest Carryforward Amount attributable to all such Classes; (ii) to the Class M-1 Certificates, the Current Interest and any Interest Carry Forward Amount for such Class; (iii) to the Class M-2 Certificates, the Current Interest and any Interest Carry Forward Amount for such Class; (iv) to the Class B-1 Certificates, the Current Interest and any Interest Carry Forward Amount for such Class; (v) to the Class B-2 Certificates, the Current Interest and any Interest Carry Forward Amount for such Class; (vi) any remainder to the Class A-R Certificates. (b) On each Distribution Date on or prior to the Cap Contract Termination Date, amounts received in respect of the Cap Contract for such Distribution Date will be deposited in the Servicer’s Certificate delivered on or before Carryover Reserve Fund to be distributed to each Class of Certificates (other than the related Determination Date pursuant to Section 3.8Class A-IO Certificates) shall make the following deposits and distributions, to the extent of Available Funds any Interest Carryover Amount for such Class of Certificates for such Distribution Date on a pro rata basis among all such Classes (on the basis of the Interest Carryover Amount for each such Class), and any remaining amounts shall be distributed to the Seller; provided, however, that if the Cap Contract is subject to early termination, early termination payments shall be held by the Trustee until the Cap Contract Termination Date to pay any Interest Carryover Amounts as provided in Section 3.19. (c) On each Distribution Date, after the deposit in the Carryover Reserve Fund of the amounts received on the Cap Contract as provided in Section 4.04(b) above and the Primary Carryover Reserve Account Draw AmountFund Deposit as provided in Section 4.04(a)(i) above, and prior to the deposit in the Carryover Reserve Fund of the Secondary Carryover Reserve Fund Deposit as provided in Section 4.04(a)(i) above, amounts on deposit in the Collection Account Carryover Reserve Fund shall be allocated by the Trustee to each Class of Certificates (other than the Class A-IO Certificates) to the extent of any remaining Interest Carryover Amount for such Payment Class of Certificates for such Distribution Date on a pro rata basis among all such Classes (on the basis of the Interest Carryover Amount for each such Class); provided, however, that no such amounts on deposit in the Carryover Reserve Fund that were received in respect of the Current Interest and any Interest Carryforward Amounts otherwise payable to the Class A-IO Certificates for any Distribution Date shall be used to pay any Reserve Fund Excluded Carryover Amount. (d) On each Distribution Date, the Principal Distribution Amount for such Distribution Date shall be allocated by the Trustee from the Distribution Account 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 any Distribution Date prior periods), and to the Asset Representations ReviewerStepdown Date or as to which a Trigger Event is in effect: (A) to the Class A-R Certificates, until the Certificate Principal Balance thereof is reduced to zero; (B) to the Class A Certificates, until the Certificate Principal Balance thereof is reduced to zero; (C) to the Class M-1 Certificates, until the Certificate Principal Balance thereof is reduced to zero; (D) to the Class M-2 Certificates, until the Certificate Principal Balance thereof is reduced to zero; (E) to the Class B-1 Certificates, until the Certificate Principal Balance thereof is reduced to zero; (F) to the Class B-2 Certificates, until the Certificate Principal Balance thereof is reduced to zero; (G) any accrued and unpaid fees remainder to the Class A-R Certificates. (including unpaid fees ii) with respect to prior periods), reasonable expenses each Distribution Date on and indemnification amounts after the Stepdown Date and as to which a Trigger Event is not in effect: (A) to the Class A Certificates, the Class A Principal Distribution Amount; (B) to the Class M-1 Certificates, the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; (C) to the Class M-2 Certificates, the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; (D) to the Class B-1 Certificates, the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; (E) to the Class B-2 Certificates, the Class B-2 Principal Distribution Amount, until the Certificate Principal Balance thereof is reduced to zero; and (F) any remainder to the Class A-R Certificates. (e) [reserved] (f) To the extent not previously that a Class of Certificates (other than the Class A-IO Certificates) receives interest in excess of the Net Rate Cap other than the amount of any Net Rate Carryover paid by Santander Consumer; provided, however, that fees, expenses and indemnification from amounts received in respect of the Cap Contract or from amounts otherwise payable to the Indenture TrusteeClass A-IO Certificates as provided in this Agreement, such interest shall be treated as having been paid to the Owner Trustee Carryover Reserve Fund and then paid by the Asset Representations Reviewer Carryover Reserve Fund to such Certificateholders. Amounts deemed deposited to the Carryover Reserve Fund pursuant to this clause first shall be limited deemed to $300,000 per annum have been distributed first to the Class A-IO Certificateholders for applicable tax purposes. (g) [reserved] (h) On each Distribution Date, the Trustee shall allocate the Applied Realized Loss Amount to reduce the Certificate Principal Balances of the Subordinate Certificates in the aggregate following order of priority: (prior i) to the occurrence of an Event of Default of Class B-2 Certificates until the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture)Class B-2 Certificate Principal Balance is reduced to zero; (2ii) second, to the Servicer, Class B-1 Certificates until the Servicing Fee and all unpaid Servicing Fees with respect Class B-1 Certificate Principal Balance is reduced to prior periodszero; (3iii) third, to the Noteholders of Class M-2 Certificates until 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 M-2 Certificate Principal Balance is reduced 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 thereinzero; and (12iv) twelfth, any funds remaining, to the Certificateholders, pro rata based on Class M-1 Certificates until the Percentage Interest of each Certificateholder, or, Class M-1 Certificate Principal Balance is reduced 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 Indenturezero. (bi) After Subject to Section 9.02 hereof respecting the payment final distribution, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either by wire transfer in full immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Notes Trustee at least 5 Business Days prior to the related Record Date and all other amounts payable under (ii) such Holder shall hold Regular Certificates with aggregate principal denominations of not less than $1,000,000 or evidencing a Percentage Interest aggregating 10% or more with respect to such Class or, if not, by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. Notwithstanding the foregoing, but subject to Section 4.4(a9.02 hereof respecting the final distribution, distributions with respect to Certificates registered in the name of a Depository shall be made to such Depository in immediately available funds. On or before 5:00 p.m. Pacific time on the fifth Business Day following each Determination Date (but in no event later than 5:00 p.m. Pacific time on the third Business Day before the related Distribution Date), all Collections the Master Servicer shall be paid deliver a report to the Trustee in the form of a computer readable magnetic tape (or in accordance with by such other means as the instructions provided Master Servicer and the Trustee may agree from time to time time) containing such data and information as agreed to by the CertificateholdersMaster Servicer and the Trustee (including, without limitation, the actual mortgage rate for each Credit Comeback Loan) such as to permit the Trustee to prepare the Monthly Statement to Certificateholders and make the required distributions for the related Distribution Date (the "Remittance Report"). The Trustee shall, not later than 9:00 a.m. Pacific time on the Master Servicer Advance Date, other than any Master Servicer Advance Date relating to any Distribution Date on which the proceeds of any Optional Termination are being distributed, (i) furnish by telecopy a statement to the Master Servicer (the information in such statement to be made available to Certificateholders by the Trustee on request) setting forth the Interest Funds and Principal Funds for such Distribution Date and the amount to be withdrawn from the Certificate Account and (ii) determine (and notify the Master Servicer by telecopy of the results of such determination) the amount of Advances to be made by the Master Servicer in respect of the related Distribution Date; provided that no Advance shall be made if it would be a Nonrecoverable Advance; provided further that any failure by the Trustee to notify the Master Servicer will not relieve the Master Servicer from any obligation to make any such Advances. The Trustee shall not be responsible to recompute, recalculate or verify information provided to it by the Master Servicer and shall be permitted to conclusively rely on any information provided to it by the Master Servicer.

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, 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; (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 On each Payment Distribution Date, the Relevant Trustee (based on information contained in shall withdraw the Servicer’s Available Funds from the Certificate delivered on or before the related Determination Date pursuant to Section 3.8) Account and shall make distributions to Holders of the following deposits and distributions, to Certificates as of the extent of Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, preceding Record Date in the following order of priority, to the extent of the remaining Available Funds: (1i) first, to the Indenture Trustee each Class of Senior Certificates (other than any Class of Principal Only Certificates) and the Owner TrusteeClass S Certificates, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any the Accrued Certificate Interest thereon 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 fees, expenses and indemnification any shortfall in available amounts payable shall be allocated among such Classes in proportion to the Indenture Trustee, the Owner Trustee amount of Accrued Certificate Interest that would otherwise be distributable thereto; (ii) to each Class of Senior Certificates (other than any Class of Principal Only Certificates) and the Asset Representations Reviewer Class S Certificates, any related Unpaid Class Interest Shortfall for such Distribution Date; provided, however, that any shortfall in available amounts shall be allocated among such Classes in proportion to the Unpaid Class Interest Shortfall for each such Class on such Distribution Date; (iii) to the Classes of Senior Certificates in reduction of the Class Certificate Principal Balances thereof, as set forth in the Senior Principal Priorities hereto; provided, however, that defined terms used in the Senior Principal Priorities shall have the meanings assigned thereto in Article I hereof; (iv) to the Class PO Certificates, any Class PO Deferred Amount for such Distribution Date, up to an amount not to exceed the Junior Optimal Principal Amount for such Distribution Date, until the Class Certificate Principal Balance of such Class has been reduced to zero; provided, that any such amounts distributed to the Class PO Certificates pursuant to this clause first (iv) shall not reduce the Class Certificate Principal Balance thereof; (v) to the Class M Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (vi) to the Class M Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (vii) to the Class M Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (viii) to the Class B1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (ix) to the Class B1 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (x) to the Class B1 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (xi) to the Class B2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (xii) to the Class B2 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (xiii) to the Class B2 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (xiv) to the Class B3 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (xv) to the Class B3 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (xvi) to the Class B3 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (xvii) to the Class B4 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (xviii) to the Class B4 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; (xix) to the Class B4 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date; (xx) to the Class B5 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; (xxi) to the Class B5 Certificates, any Unpaid Class Interest Shortfall therefor on such Distribution Date; and (xxii) to the Class B5 Certificates, in reduction of the Class Certificate Principal Balance thereof, such Class's Allocable Share of the Junior Optimal Principal Amount on such Distribution Date. Notwithstanding the foregoing, amounts otherwise distributable pursuant to clauses (vii), (x), (xiii), (xvi), (xix) and (xxii) on any Distribution Date shall be limited reduced, in inverse order of priority, by any amount distributed pursuant to $300,000 per annum clause (iv) on such date, such that such amount distributed pursuant to clause (iv) on such date shall be applied first to reduce the amount distributable pursuant to clause (xxii), and then, to the extent of any excess, applied second, to reduce the amount distributable pursuant to clause (xix), third, to reduce the amount distributable pursuant to clause (xvi), fourth, to reduce the amount distributable pursuant to clause (xiii), fifth, to reduce the amount distributable pursuant to clause (x) and sixth, to reduce the amount distributable pursuant to clause (vii). (b) On each Distribution Date, the Trustee shall distribute to the holder of the Class R Certificate any remaining Available Funds for such Distribution Date after application of all amounts described in clause (a) of this Section 4.01, together with any Unanticipated Recoveries received by the Company in the aggregate calendar month preceding the month of such Distribution Date and not distributed on such Distribution Date to the holders of outstanding Certificates of any other Class pursuant to Section 4.01(f), plus any amounts distributable to the holder of the Class R Certificate pursuant to Sections 4.01(e). Any distributions pursuant to this clause (b) shall not reduce the Class Certificate Principal Balance of the Class R Certificate. (c) If on any Distribution Date the Class Certificate Principal Balances of the Junior Certificates have each been reduced to zero, the amount distributable to the Senior Certificates other than the Class PO Certificates pursuant to Section 4.01(a)(iii) for such Distribution Date and each succeeding Distribution Date shall be allocated among such Classes of Senior Certificates, pro rata, on the basis of their respective Class Certificate Principal Balances immediately prior to such Distribution Date, regardless of the priorities and amounts set forth in Section 4.01(a)(iii). (d) If on any Distribution Date (i) the Class Certificate Principal Balance of the Class M Certificates or any Class of Class B Certificates for which the related Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero and (ii) amounts distributable pursuant to clauses (ii), (iv) and (v) of the Junior Optimal Principal Amount remain undistributed on such Distribution Date after all amounts otherwise distributable on such date pursuant to clauses (iv) through (xxii) of Section 4.01(a) have been distributed, such amounts shall be distributed on such Distribution Date to the remaining Classes of Junior Certificates in order of priority, such that no such distribution shall be made to any Class of Junior Certificates while a prior such Class is outstanding. (i) On each Distribution Date prior to the occurrence of an Event of Default of the type described Cross-Over Date, distributions 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 reduction of the Class A NotesCertificate Principal Balances of any Designated Retail Certificates will be made in accordance with the provisions of Section 4.10. With respect to any Class of Designated Retail Certificates, upon the earlier of the Cross-Over Date and the next Distribution Date after the Distribution Date on which the Class Certificate Principal Balance of such Class of Designated Retail Certificates has been reduced to zero, (x) to the extent the balance of funds remaining in the related Rounding Account is less than $999.99, the Accrued balance in such Rounding Account shall be restored to $999.99 (or, if less, the sum of such remaining balance and the amount so distributable) from Available Funds otherwise available for distribution on all outstanding Classes of Certificates and (y) such Rounding Account shall be cleared and terminated, and the amounts therein shall be distributed to the Class A Note Interest due R Certificates on such date (which distribution shall not reduce the Class Certificate Principal Balance thereof). (ii) As provided in Section 4.10(f), notwithstanding any provisions herein to the contrary, on the Cross-Over Date and accrued for the related Interest Period; providedon each subsequent Distribution Date, that if there are not sufficient funds available to pay the entire amount distributions in reduction of the Accrued Class A Note Interest, the amounts available will Certificate Principal Balances of any Class of Designated Retail Certificates shall be applied to the payment of such interest on the Class A Notes made on a pro rata basis among the outstanding Certificates of the respective Class, based on the Percentage Interest in each such Class represented by each Certificate. The Trustee shall notify the Depository prior to the first Distribution Date on which distributions in respect of principal on any Class of Designated Retail Certificates are to be made on a pro rata basis in accordance with the preceding sentence. On the Cross-Over Date and on each subsequent Distribution Date, the Trustee shall not, and the Depository is not authorized to, make distributions or payments in respect of any Class of Designated Retail Certificates in accordance with any Principal Distribution Request or by Random Lot. (f) In the event that in any calendar month the Company recovers an amount (an "Unanticipated Recovery") in respect of principal of a Mortgage Loan which had previously been allocated as a Realized Loss to any Class of Certificates pursuant to Section 4.03, on the Distribution Date in the next succeeding calendar month the Trustee shall withdraw from the Certificate Account and distribute to the holders of each outstanding Class to which such Realized Loss had previously been allocated its share (determined as described in the succeeding paragraph) of such Unanticipated Recovery in an amount not to exceed the amount of such Realized Loss previously allocated to such Class. When the Class Certificate Principal Balance of a Class of Certificates has been reduced to zero, the holders of such Class shall not be entitled to any share of an Unanticipated Recovery, and such Unanticipated Recovery shall be allocated among all outstanding Classes of Certificates entitled thereto in accordance with the preceding sentence, subject to the remainder of this subsection (f). In the event that (i) any Unanticipated Recovery remains undistributed in accordance with the preceding sentence or (ii) the amount of an Unanticipated Recovery exceeds the amount of the Realized Loss previously allocated to any outstanding Classes with respect to the related Mortgage Loan, on the applicable Distribution Date the Trustee shall distribute to the holders of all outstanding Classes of the related Certificates to which Realized Losses had previously been allocated and not reimbursed their pro rata share (determined as described below) of such excess in an amount not to exceed the aggregate amount of any Realized Loss previously allocated to such Class with respect to any other Mortgage Loan that has not been recovered in accordance with this subsection (f). Any distributions made pursuant to this subsection (f) shall not reduce the Class Certificate Principal Balance of the related Certificate. For purposes of the preceding paragraph, the share of an Unanticipated Recovery allocable to any Class of Certificates with respect to a Mortgage Loan shall be (i) with respect to the Class PO Certificates, based on the applicable PO Percentage of the principal portion of the Realized Loss previously allocated thereto with respect to such Mortgage Loan (or all Mortgage Loans for purposes of the next to last sentence of the preceding paragraph), and (ii) with respect to any other Class of Certificates, based on its pro rata share (in proportion to the Class Certificate Principal Balances thereof with respect to such Distribution Date) of the applicable Non-PO Percentage of the principal portion of any such Realized Loss previously allocated with respect to such Mortgage Loan (or Loans); provided, however, that (i) the share of an Unanticipated Recovery allocable to a Class PO Certificate with respect to any Mortgage Loan (or Loans) shall be reduced by the aggregate amount previously distributed to such Class on account of the applicable Class PO Deferred Amount in respect of such Mortgage Loan (or Loans) and (ii) the amount by which the distributions to the Class PO Certificates have been so reduced shall be distributed to the Classes of Certificates described in clause (ii) of the preceding paragraph in the same proportion as described in such clause (ii). For purposes of the preceding sentence, any Class PO Deferred Amount distributed to a Class PO Certificate on previous Distribution Dates shall be deemed to have been allocated in respect of the Mortgage Loans as to which the applicable PO Percentage of the principal portion of Realized Losses has previously been allocated to such Class 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 IndentureRealized Losses so allocated). (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. Pay any dividends or make any other distribution or payment on account of or in redemption, retirement or purchase of any capital stock (aa “Restricted Payment”), or permit any of its Subsidiaries to do so, except that: (i) Unless any Subsidiary may declare and pay dividends or make other distributions with respect to its Equity Interests, in each case ratably to the Notes have been accelerated pursuant holders of such Equity Interests (or if not ratably, on a basis more favorable to Section 5.2 the Borrower); (ii) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Qualified Equity Interests of the IndentureBorrower; (iii) the Borrower may repurchase, on each Payment Datepurchase, acquire, cancel or retire for value Equity Interests of the Relevant Trustee Borrower from present or former employees, officers, directors or consultants (based on information contained in or their estates or beneficiaries under their estates) of the Servicer’s Certificate delivered on Borrower or before any Subsidiary upon the related Determination Date pursuant to Section 3.8) shall make the following deposits and distributionsdeath, disability, retirement or termination of employment or service of such employees, officers, directors or consultants, or to the extent required, pursuant to employee benefit plans, employment agreements, stock purchase agreements or stock purchase plans, or other benefit plans; provided that the aggregate amount of Available Funds and the Reserve Account Draw Amount, on deposit payments made pursuant to this Section 7.6(iii) shall not exceed Five Million Dollars ($5,000,000) in the Collection Account aggregate; 58 ACTIVEUS 188979588v.10 (iv) the Borrower may make cash payments (A) to satisfy an employee’s withholding tax obligations incurred in connection with the exercise, vesting or acquisition of warrants, options or other securities convertible into or exchangeable for such Payment Date, Equity Interests in the following order Borrower in an aggregate amount not to exceed Five Million Dollars ($5,000,000) and (B) in lieu of priority:the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (1v) firstthe Borrower may convert or exchange any Equity Interests of the Borrower for or into Qualified Equity Interests in the Borrower; (vi) so long as, at the date of the declaration thereof, no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase or redeem its Equity Interests from its equity holders in an amount not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000); (vii) 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 Borrower may make Restricted Payments with respect to prior periods), and the conversion of Notes in accordance with the terms of the Notes; and (viii) the Borrower may repurchase its common Equity Interests subject to the Asset Representations Reviewer, any accrued and unpaid fees repurchase program authorized by its board of directors (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 or equivalent control group) so long as (prior to the occurrence of i) a Default or an Event of Default of the type described does not exist prior to such repurchase or would not exist after giving effect to such repurchase; (ii) Borrower Unrestricted Cash is 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 an amount of at least Ten Million Dollars ($10,000,000) before and after giving effect to such repurchase; and (iii) such repurchase shall not cause the Accrued Class A Note InterestConsolidated Leverage Ratio after giving effect to such repurchase to be equal to or greater than 3:75:1:00, the amounts available will be applied to the payment of such interest on the Class A Notes calculated on a pro rata basis based on the amount of interest payable to each Class of Class A Notes; (4) fourth, Pro Forma Basis 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 Indenturesuch proposed transaction. (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 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 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 15 Sale and Servicing Agreement (DRIVE 2018-5) 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 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. (ai) Unless On or before each Payment Determination Date, the Notes have been accelerated pursuant Servicer shall calculate (A) all amounts required to Section 5.2 of be deposited in the IndentureNote Distribution Account, (B) all amounts required to be distributed to the Certificateholders and (C) all amounts required to be transferred from the Pre-Funding Account and the Negative Carry Account. (ii) Except as otherwise provided in clauses (iii) or (iv) below, 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 Payment Determination Date pursuant to Section 3.84.09) shall to make the following deposits and distributions, distributions to the extent of Total Available Funds and the Reserve Account Draw Amount, on deposit in the Collection Account for such Payment Date, in the following order of priority: (1A) firstto the Note Distribution Account, from Total Available Funds, the Class A Noteholders’ Interest Distributable Amount; (B) to the Note Distribution Account, from Total Available Funds remaining after the application of clause (A) above, if any, the Noteholders’ First Priority Principal Distributable Amount; (C) to the Note Distribution Account, from Total Available Funds remaining after the application of clauses (A) and (B) above, if any, the Class B Noteholders’ Interest Distributable Amount; (D) to the Note Distribution Account, from Total Available Funds remaining after the application of clauses (A) through (C) above, if any, the Noteholders’ Second Priority Principal Distributable Amount; (E) to the Reserve Account, from Total Available Funds remaining after the application of clauses (A) through (D) above the amount, if any, necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount; (F) to the Note Distribution Account, from Total Available Funds remaining after the application of clauses (A) through (E) above, if any, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated to the Note Distribution Account pursuant to clauses (B) and (D) above; and (G) to the Certificateholders, the portion, if any, of Total Available Funds remaining after the application of clauses (A) through (F) above; provided the Indenture Trustee has not received written instruction from the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Total Available Funds due such Certificateholders into the Collection Account. The Holders of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct the Indenture Trustee in writing to retain in the Collection Account all or a portion of distributions otherwise payable to them pursuant to (G) above. If the Certificateholders make this election, these amounts will be treated as collections during the then current Collection Period and the Owner Trustee, any accrued and unpaid fees, reasonable expenses and indemnification Certificateholders will have no claim to such 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 unless distributed on a subsequent Payment Date pursuant to this clause first shall (G) above). (iii) In the event the Notes are declared to be limited to $300,000 per annum in the aggregate (prior to due and payable following the occurrence of an Event of Default of the type described in clauses pursuant to Section 5.01(i) and (a), (bii) 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; Servicer shall instruct the Indenture Trustee (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 information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09) to make the following deposits and distributions to the extent of Total Available Funds, in the following order of priority: (A) to the Note Distribution Account, from Total Available Funds, an amount of equal to the aggregate accrued and unpaid interest payable to on each Class of Class A Notes;; (B) to the Note Distribution Account, from the Total Available Funds remaining after the application of clause (A) above, if any, an amount equal to the aggregate Outstanding Amount of each class of Class A Notes; (C) to the Note Distribution Account, from Total Available Funds remaining after the application of clauses (A) and (B) above, if any, an amount equal to the accrued and unpaid interest on the Class B Notes; (D) to the Note Distribution Account, from Total Available Funds remaining after the application of clauses (A), (B) and (C) above, if any, an amount equal to the Outstanding Amount of the Class B Notes; and (E) to the Certificateholders, the portion, if any, of the Total Available Funds remaining after application of clauses (A), (B), (C) and (D), above. (4iv) fourth, for distribution In the event the Notes are declared to be due and payable following the Noteholders occurrence of an Event of Default pursuant to Section 8.2(b5.01(iii), (iv) or (v) of the Indenture, the First Allocation Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09) to make the following deposits and distributions to the extent of PrincipalTotal Available Funds, in the following order of priority: (A) to the Note Distribution Account, from Total Available Funds, an amount equal to the aggregate accrued and unpaid interest on each Class of Class A Notes; (B) to the Note Distribution Account, from Total Available Funds remaining after the application of clause (A) above, if any; (5) fifth, an amount equal to the Noteholders accrued and unpaid interest on the Class B Notes; (C) to the Note Distribution Account, from the Total Available Funds remaining after the application of clauses (A) and (B) above, if any, an amount equal to the aggregate Outstanding Amount of each class of Class A Notes; (D) to the Note Distribution Account, from Total Available Funds remaining after the application of clauses (A), (B) and (C) above, if any, an amount equal to the Outstanding Amount of the Class B Notes, the Accrued Class B Note Interest due ; and accrued for the related Interest Period; (6E) 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 Certificateholderportion, orif any, 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) Total Available Funds remaining after application of the Indenture. clauses (b) After the payment in full of the Notes and all other amounts payable under Section 4.4(aA), all Collections shall be paid to or in accordance with the instructions provided from time to time by the Certificateholders(B), (C) and (D), above.

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 Servicer, the Servicing Fee (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 Servicing Fees from prior periodsCollection Periods), and to the Asset Representations Reviewer, any accrued and unpaid fees Nonrecoverable Advances; (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, 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 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 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; (2iii) second, to the ServicerInterest Distribution Account, (a) the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Noteholders aggregate amount of the Class A Notes, the Accrued Class A Note Interest due and interest accrued for the related Interest Period; provided, that if there are not sufficient funds available to pay the entire amount Period on each of the Accrued Class of Notes at their respective Class A Note Interest, Rate on the amounts available will be applied Outstanding Amount as of the previous Payment Date after giving effect to all payments of principal to the payment of such interest Noteholders on the Class A Notes on a pro rata basis based on preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to each Class of 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 NotesRate to the extent permitted by law; (4iv) 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; (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 the amount, if any, necessary to cause the amount of cash on deposit in the Reserve Account to equal the Specified Reserve Account Balance; (10vi) tenth, for distribution to the Noteholders in accordance with Section 8.2(b) of the IndenturePrincipal Distribution Account, the Regular Allocation of Principal, if anyPrincipal Distribution Amount; (11vii) 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 not paid pursuant to clause first of this Section 4.4(a) due solely 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 for distribution to Account. On each Payment Date, 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, Servicer shall instruct the Indenture Trustee shall apply all amounts to distribute (based on deposit the information contained in the Collection Account Servicer’s Certificate delivered on the related Determination Date pursuant to Section 5.4(b4.09), any amounts deposited into the Interest Distribution Account as payment of interest on the Notes pursuant to the priority 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 that the Notes have been paid in full, the Securities Intermediary shall continue to maintain the Collection Account hereunder until the Certificate Percentage Interest is reduced to zero. (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.