Common use of EU Risk Retention Clause in Contracts

EU Risk Retention. World Omni hereby covenants and agrees, in connection with the EU Securitization Rules as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) World Omni, as “originator” (as such term is defined for the purposes of the Securitization Regulation), will retain, upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) in the asset-backed financing transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described in option (d) of Article 6(3) of the Securitization Regulation, by holding all the limited liability company interests in the Depositor (or one or more wholly-owned special purpose subsidiaries of World Omni), which in turn will retain the Certificates to be issued by the Issuing Entity, such Certificates and interest collectively representing at least 5% of the aggregate nominal value of the receivables in the pool; (b) World Omni will not (and will not permit the Depositor or any of its other Affiliates to) subject the EU Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the EU Securitization Rules; (c) World Omni will not change the retention option or method of calculating the EU Retained Interest while any of the Notes are Outstanding, except under exceptional circumstances in accordance with the EU Securitization Rules; and (d) World Omni will provide ongoing confirmation of its continued compliance with its obligations in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate to Noteholders, (ii) upon the occurrence of any Event of Default (as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any change in the performance of the asset-backed financing transaction described in the Final Prospectus or of the Receivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Documents.

EU Risk Retention. World Omni Credit Acceptance hereby covenants and agreesundertakes to the Issuer, in connection with the EU European Securitization Rules as in effect and applicable on the Closing Date, on an ongoing basis, that from the date hereof and for so long as any Notes remain Outstandingoutstanding: (a) World Omni, as “originator” originator (as such term is defined for the purposes of the European Securitization RegulationRules), it will retain, upon issuance of the Notes and retain on an ongoing basis a material net economic interest that is not less than five percent of the nominal value of the securitized exposures with respect to the Notes (the “EU Retained Interest”) in the asset-backed financing transaction described in the Final Prospectus), in the form of retention of a first loss tranche as described in option accordance with the text of paragraph (d) of Article 6(3) of the EU Securitization Regulation, by holding all holding, through the limited liability company interests in the Depositor Seller (or one or more its wholly-owned special purpose subsidiaries of World Omnisubsidiary), which the Certificate representing a beneficial interest in turn will retain the Certificates Issuer equal to be issued by the Issuing Entity, such Certificates and interest collectively representing at least 5% five percent of the aggregate nominal value of the receivables in Loans (the pool“Retention Option”); (b) World Omni it will not (and will not permit the Depositor Seller or any of its other Affiliates to) subject hedge or otherwise mitigate its credit risk under or associated with the EU Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, except to the extent permitted in accordance with the EU European Securitization Rules; (c) World Omni it will not change (and will not permit the retention option Seller to change) the Retention Option or method of calculating calculation of its net economic interest in the EU Retained Interest securitized exposures while any of the Notes are Outstandingoutstanding, except under exceptional circumstances in accordance with as permitted by the EU Securitization Rules; andRegulation; (d) World Omni it will provide ongoing confirmation of its continued compliance with its obligations described above in the foregoing clauses (a), (b) and (c)this Section 11.19, (i) in or concurrently with the delivery of each monthly Servicer’s Certificate made available to NoteholdersNoteholders pursuant to Section 5.11 hereof, (ii) upon on the occurrence of any Indenture Event of Default or a breach by Credit Acceptance (as defined in any capacity), the Indenture) Seller, the Servicer or the Issuer of any obligations under the Basic Documents, and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any material change in the performance of the asset-backed financing transaction described in Notes or the Final Prospectus or risk characteristics of the Receivables which, Notes or the Loans; and (e) it will notify the Issuer and the Indenture Trustee promptly of any breach of its undertakings in any case, could materially impact the performance respect of the Notes, or (z) any material breach retention of the Basic DocumentsRetained Interest. For the avoidance of doubt, neither the Indenture Trustee nor the Owner Trustee shall have any responsibility to monitor compliance with or enforce compliance with respect to the EU Securitization Rules or other rules or regulations relating to the EU Securitization Regulation. Neither the Indenture Trustee nor the Owner Trustee shall be charged with knowledge of such rules, nor shall either be liable to any Noteholder, Certificateholder or other party for violation of such rules now or hereafter in effect.

EU Risk Retention. World Omni Santander Consumer hereby covenants and agrees, in connection with the EU Securitization Rules Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) World OmniSantander Consumer, as “originator” (as such term is defined for the purposes of the EU Securitization Regulation), will retain, retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) of not less than 5% in the asset-backed financing securitization transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described tranche, in accordance with the text of option (d) of Article 6(3) of the EU Securitization Regulation, by holding all the limited liability company membership interests in the Depositor Seller (or one or more other wholly-owned special purpose subsidiaries of World OmniSantander Consumer), which in turn will retain a portion of the Certificates to be issued by aggregate Percentage Interests of the Issuing EntityCertificates, such Certificates and interest collectively portion representing at least 5% of the aggregate nominal value of the receivables in the poolReceivables; (b) World Omni Santander Consumer will not (and will not permit the Depositor Seller or any of its other Affiliates affiliates to) subject the EU Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the those EU Securitization Retention Rules; (c) World Omni Santander Consumer will not change the retention option or method of calculating manner in which it retains the EU Retained Interest while any of the Notes are Outstandingoutstanding, except under exceptional circumstances in accordance with the those EU Securitization Retention Rules; and (d) World Omni Santander Consumer will provide ongoing confirmation of its Santander Consumer’s continued compliance with its obligations described in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate to NoteholdersCertificate, (ii) upon on the occurrence of any Event of Default (as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing securitization transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any change in the performance of the asset-backed financing securitization transaction described in the Final Prospectus or of the Receivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Transaction Documents.. 44 Sale and Servicing Agreement (DRIVE 2020-1)

EU Risk Retention. World Omni Santander Consumer hereby covenants and agrees, in connection with the EU Securitization Rules Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) World OmniSantander Consumer, as “originator” (as such term is defined for the purposes of the EU Securitization Regulation), will retain, retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) of not less than 5% in the asset-backed financing securitization transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described tranche, in accordance with the text of option (d) of Article 6(3) of the EU Securitization Regulation, by holding all the limited liability company interests membership interest in the Depositor Seller (or one or more other wholly-owned special purpose subsidiaries of World OmniSantander Consumer), which in turn will retain a portion of the Certificates to be issued by aggregate Percentage Interests of the Issuing EntityCertificates, such Certificates and interest collectively portion representing at least 5% of the aggregate nominal value of the receivables in the poolReceivables; (b) World Omni Santander Consumer will not (and will not permit the Depositor Seller or any of its other Affiliates affiliates to) subject the EU Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the those EU Securitization Retention Rules; (c) World Omni Santander Consumer will not change the retention option or method of calculating manner in which it retains the EU Retained Interest while any of the Notes are Outstandingoutstanding, except under exceptional circumstances in accordance with the those EU Securitization Retention Rules; and (d) World Omni Santander Consumer will provide ongoing confirmation of its Santander Consumer’s continued compliance with its obligations described in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate to NoteholdersCertificate, (ii) upon on the occurrence of any Event of Default (as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing securitization transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any change in the performance of the asset-backed financing securitization transaction described in the Final Prospectus or of the Receivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Transaction Documents.

EU Risk Retention. World Omni hereby covenants and agrees, in connection with the EU Securitization Rules as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) World Omni, as “originator” (as such term is defined for the purposes of the Securitization Regulation), will retain, upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) in the asset-backed financing transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described in option (d) of Article 6(3) of the Securitization Regulation, by holding (i) all the limited liability company interests in the Depositor (or one or more wholly-owned special purpose subsidiaries of World Omni), which in turn will retain the Certificates to be issued by the Issuing Entity, and (ii) the residual interest in the 2019-B Reference Pool, such Certificates and interest collectively representing at least 5% of the aggregate nominal value Securitization Value of the receivables Transaction Units in the pool2019-B Reference Pool; (b) World Omni will not (and will not permit the Depositor or any of its other Affiliates to) subject the EU Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the EU Securitization Rules; (c) World Omni will not change the retention option or method of calculating the EU Retained Interest while any of the Notes are Outstanding, except under exceptional circumstances in accordance with the EU Securitization Rules; and (d) World Omni will provide ongoing confirmation of its continued compliance with its obligations in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate monthly report to Noteholders, (ii) upon the occurrence of any Event of Default (as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any change in the performance of the asset-backed financing transaction described in the Final Prospectus or of the Receivables Transaction Units which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Transaction Documents.

EU Risk Retention. World Omni Santander Consumer hereby covenants and agrees, in connection with the EU Securitization Rules Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) World OmniSantander Consumer, as “originator” (as such term is defined for the purposes of the EU Securitization Regulation), will retain, retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) of not less than 5% in the asset-backed financing securitization transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described tranche, in accordance with the text of option (d) of Article 6(3) of the EU Securitization Regulation, by holding all the limited liability company interests membership interest in the Depositor Seller (or one or more other wholly-owned special purpose subsidiaries of World OmniSantander Consumer), which in turn will retain a portion of the Certificates to be issued by aggregate Percentage Interests of the Issuing EntityCertificates, such Certificates and interest collectively portion representing at least 5% of the aggregate nominal value of the receivables in the poolReceivables; (b) World Omni Santander Consumer will not (and will not permit the Depositor Seller or any of its other Affiliates affiliates to) subject the EU Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the EU Securitization Retention Rules; (c) World Omni Santander Consumer will not change the retention option or method of calculating manner in which it retains the EU Retained Interest while any of the Notes are Outstandingoutstanding, except under exceptional circumstances in accordance with the EU Securitization Retention Rules; and (d) World Omni Santander Consumer will provide ongoing confirmation of its Santander Consumer’s continued compliance with its obligations described in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate to NoteholdersCertificate, (ii) upon on the occurrence of any Event of Default (as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any change in the performance of the asset-backed financing transaction described in the Final Prospectus or of the Receivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Documents.with

EU Risk Retention. World Omni hereby represents and confirms, covenants and agrees, in connection with the EU Securitization Rules as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding, that: (a) World Omniit, as “originator” (as such term is defined for the purposes of the EU Securitization Regulation), will retain, upon issuance of the Notes and on an ongoing basis and for so long as the Notes remain Outstanding, a material net economic interest (the “EU Retained Interest”) in the asset-backed financing transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described in option (d) of Article 6(3) of the EU Securitization Regulation, by holding (i) all the limited liability company interests in the Depositor (or one or more wholly-owned special purpose subsidiaries of World Omni), which in turn will retain the Certificates to be issued by the Issuing Entity, and (ii) the residual interest in the 2020-B Reference Pool, such Certificates and interest collectively representing at least 5% of the aggregate nominal value Securitization Value of the receivables Transaction Units in the pool2020-B Reference Pool; (b) World Omni it will not (and will not permit the Depositor or any of its other Affiliates to) subject hedge or otherwise mitigate its credit risk under or associated with the EU Retained Interest to any credit risk mitigation or hedgingInterest, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the EU Securitization Rules; (c) World Omni it will not change the retention option manner in which it retains or method of calculating the EU Retained Interest while any of the Notes are Outstanding, except under exceptional circumstances circumstances, and to the extent permitted in accordance with with, the EU Securitization Rules; and; (d) World Omni it will provide ongoing confirmation of its continued compliance with its obligations in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate to NoteholdersServicer Certificate, (ii) upon the occurrence of any Event of Default (as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any change in the performance of the asset-backed financing transaction described in the Final Prospectus or of the Receivables Transaction Units which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Transaction Documents; (e) it will promptly notify the Issuing Entity in writing if for any reason it fails to comply with any of the covenants set out in paragraphs (a), (b) and (c) above; and (f) it was not established for, and does not operate for, the sole purpose of securitizing exposures.

EU Risk Retention. World Omni The Bank hereby covenants and agrees, in connection with the EU Securitization Rules Regulation and the UK Securitization Regulation, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) World OmniThe Bank, as “originator” (as such term is defined for the purposes of each of the Securitization RegulationRegulations), will retain, upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) of not less than 5% in the asset-backed financing securitization transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described at least 5% of the nominal value of each of the tranches sold or transferred to investors in accordance with the text of option (da) of Article 6(3) of the EU Securitization Regulation and option (a) of Article 6(3) of the UK Securitization Regulation, by holding (i) at least 5% of the nominal value of each Class of Notes and (ii) all the limited liability company interests membership interest in the Depositor Seller (or one or more other wholly-owned special purpose subsidiaries of World Omnithe Bank), which in turn will retain the Certificates to be issued by the Issuing Entity, such Certificates and interest collectively representing hold at least 5% of the aggregate nominal value of the receivables in the poolCertificates; (b) World Omni The Bank will not (and will not permit the Depositor Seller or any of its other Affiliates affiliates to) subject the EU Retained Interest to any hedge or otherwise mitigate its credit risk mitigation under or hedgingassociated with the Retained Interest, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with by the EU Securitization SR Rules; (c) World Omni The Bank will not change the retention option manner or method of calculating form in which it retains the EU Retained Interest while any of the Notes are Outstandingoutstanding, except under exceptional circumstances in accordance with as permitted by the EU Securitization SR Rules; and (d) World Omni The Bank will provide ongoing confirmation of its continued compliance with its obligations described in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate Report. IN WITNESS WHEREOF, the parties have caused this Agreement to Noteholders, (ii) upon the occurrence of any Event of Default (be duly executed by their respective officers thereunto duly authorized as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing transaction described day and year first above written. as Servicer By: Name: Xxxxxx Xxxxxx Title: Vice President, Treasury Capital Markets By: BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee By: Name: Title: not in its individual capacity but solely as Indenture Trustee By: Name: Title: The assessment of compliance to be delivered by the Final Prospectus that could materially impact Indenture Trustee shall address, at a minimum, the performance of the Notes, (y) any change in the performance of the asset-backed financing transaction described in the Final Prospectus or of the Receivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Documents.criteria identified below as “Applicable Servicing Criteria”:

EU Risk Retention. World Omni Santander Consumer hereby covenants and agrees, in connection with the EU Securitization Rules Due Diligence and Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) World OmniSantander Consumer, as “originator” (as such term is defined for the purposes of the Securitization Regulation)those EU Due Diligence and Retention Rules, will retain, retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) of not less than 5% in the asset-backed financing securitization transaction [described in the Final ProspectusProspectus][contemplated by the Transaction Documents], in the form of retention of a first loss tranche as described tranche, in accordance with the text of option (d) of Article 6(3) 45 Sale and Servicing Agreement (SDART 20[ ]-[ ]) of the EU Securitization Regulation, by holding all the limited liability company interests membership interest in the Depositor Seller (or one or more other wholly-owned special purpose subsidiaries of World OmniSantander Consumer), which in turn will retain a portion of the Certificates to be issued by aggregate Percentage Interests of the Issuing EntityCertificates, such Certificates and interest collectively portion representing at least 5% of the aggregate nominal value of the receivables in the poolReceivables; (b) World Omni Santander Consumer will not (and will not permit the Depositor Seller or any of its other Affiliates affiliates to) subject the EU Retained Interest to any sell, hedge or otherwise mitigate its credit risk mitigation under or hedging, or sell, transfer or otherwise surrender all or part of associated with the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, except to the extent permitted in accordance with the EU Securitization Due Diligence and Retention Rules; (c) World Omni Santander Consumer will not change the retention option or method of calculating manner in which it retains the EU Retained Interest while any of the Notes are Outstandingoutstanding, except under exceptional circumstances in accordance with the EU Securitization Due Diligence and Retention Rules; and (d) World Omni Santander Consumer will provide ongoing confirmation of its Santander Consumer’s continued compliance with its obligations described in the foregoing clauses (a), (b) and (c), ) above (i) in or concurrently with the delivery of each Servicer’s Certificate to NoteholdersCertificate, (ii) upon on the occurrence of any Event of Default (as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any material change in the performance of the asset-backed financing transaction described in Receivables or the Final Prospectus Notes or of the Receivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Transaction Documents. 46 Sale and Servicing Agreement (SDART 20[ ]-[ ]) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: Name: Title: [SANTANDER] DRIVE AUTO RECEIVABLES TRUST 20[ ]-[ ], as Issuer By: [ ], not in its individual capacity but solely as Owner Trustee By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Title: [ ], not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: Name: Title: If to the Issuer: [Santander] Drive Auto Receivables Trust 20[ ]-[ ] [ ] Facsimile: Attention: with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: Attention: Email: If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: Attention: Email: If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: [ ] If to the Owner Trustee: [ ] [ ] For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of [ ], 20[ ], by and between [Santander] Drive Auto Receivables Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), Santander Drive Auto Receivables LLC, a Delaware limited liability company (the “Seller”), Santander Consumer USA Inc., an Illinois corporation (“Santander Consumer”), and [ ] (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer on the Closing Date, without recourse (subject to the obligations in the Agreement) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of the Seller’s rights under the Purchase Agreement and all proceeds of the foregoing, which sale shall be effective as of the Cut-Off Date. The foregoing sale does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. This assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Agreement and is governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC By: Name: Title: In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants, and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

EU Risk Retention. World Omni The Bank hereby covenants and agrees, in connection with the EU Securitization Rules Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) World OmniThe Bank, as “originator” (as such term is defined for the purposes of the EU Securitization Regulation), will retain, retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) of not less than 5% in the asset-backed financing securitization transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described at least 5% the nominal value of each of the tranches sold or transferred to investors in accordance with the text of option (da) of Article 6(3) of the EU Securitization Regulation, by holding all the limited liability company interests membership interest in the Depositor Seller (or one or more other wholly-owned special purpose subsidiaries of World Omnithe Bank), which in turn will retain the Certificates to be issued by the Issuing Entity, such Certificates and interest collectively representing at least 5% of the aggregate nominal value of each Class of Notes and at least 5% of the nominal value of the receivables in the poolCertificates; (b) World Omni The Bank will not (and will not permit the Depositor Seller or any of its other Affiliates affiliates to) subject the EU Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the those EU Securitization Retention Rules; (c) World Omni The Bank will not change the retention option or method of calculating manner in which it retains the EU Retained Interest while any of the Notes are Outstandingoutstanding, except under exceptional circumstances in accordance with the those EU Securitization Retention Rules; and (d) World Omni The Bank will provide ongoing confirmation of its continued compliance with its obligations described in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate Report. IN WITNESS WHEREOF, the parties have caused this Agreement to Noteholdersbe duly executed by their respective officers thereunto duly authorized as of the day and year first above written. CAPITAL ONE, NATIONAL ASSOCIATION, as Servicer By: Name: Xxxxxx Xxxxxx Title: Vice President, Treasury Capital Markets By: BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee By: Name: Title: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: Name: Title: The assessment of compliance to be delivered by the Indenture Trustee shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”: 1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. 1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. 1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. 1122(d)(1)(v) Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. X 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. X 1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. X 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. X(1) 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. X(1) 1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. X 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. X 1122(d)(4)(i) Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents. 1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the transaction agreements 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. 1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents. 1122(d)(4)(v) The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. 1122(d)(4)(vi) Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. 1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). (1) With respect to the Servicing Criteria 1122(d)(3)(i) and (ii), the Indenture Trustee is responsible for assessing compliance with this Servicing Criteria solely with respect to the information provided by it in connection with the preparation of investors’ reports and remittances, respectively. With respect to all activities other than those detailed hereinabove in respect of Servicing Criteria 1122(d)(3)(i) and (ii), such activities are performed by the Bank. 1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. 1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s Account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements. 1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. 1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. 1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. 1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. I, [ ], the [ ] of [NAME OF COMPANY] (the “Company”), certify to the Seller, and its officers, with the knowledge and intent that they will rely upon this certification, that: (i) I have reviewed the report on assessment of the Company’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Item 1122(b) of Regulation AB (the “Attestation Report”), and any other information provided in furtherance of Item 1122(c) of Regulation AB pursuant to Section 8.19 of the Agreement (the “Servicing Assessment Supplemental Information”), that were delivered by the Company to the Seller pursuant to the Agreement (collectively, the “Company Information”); (ii) upon To the occurrence best of my knowledge, the Servicing Assessment and any Event Servicing Assessment Supplemental Information, taken as a whole, does not contain any untrue statement of Default a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Servicing Assessment; (iii) To the best of my knowledge, all of the Company Information required to be provided by the Company under the Agreement has been provided to the Seller; and (iv) To the best of my knowledge, except as disclosed in the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under the Agreement and the other Transaction Documents (as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any change in the performance of the asset-backed financing transaction described in the Final Prospectus or of the Receivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Documents.Agreement). Date: By: Name: Title:

EU Risk Retention. World Omni hereby represents and confirms, covenants and agrees, in connection with the EU Securitization Rules as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding, that: (a) World Omni, as “originator” (as such term is defined for the purposes of the Securitization Regulation), will retain, upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) in the asset-backed financing transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described in option (d) of Article 6(3) of the Securitization Regulation, by holding (i) all the limited liability company interests in the Depositor (or one or more wholly-owned special purpose subsidiaries of World Omni), which in turn will retain the Certificates to be issued by the Issuing Entity, and (ii) the residual interest in the 2020-A Reference Pool, such Certificates and interest collectively representing at least 5% of the aggregate nominal value Securitization Value of the receivables Transaction Units in the pool2020-A Reference Pool; (b) World Omni will not (and will not permit the Depositor or any of its other Affiliates to) subject hedge or otherwise mitigate its credit risk under or associated with the EU Retained Interest to any credit risk mitigation or hedgingInterest, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the EU Securitization Rules; (c) World Omni will not change the retention option or method of calculating the EU Retained Interest while any of the Notes are Outstanding, except under exceptional circumstances in accordance with the EU Securitization Rules; and; (d) World Omni will provide ongoing confirmation of its continued compliance with its obligations in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate to NoteholdersServicer Certificate, (ii) upon the occurrence of any Event of Default (as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any change in the performance of the asset-backed financing transaction described in the Final Prospectus or of the Receivables Transaction Units which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Transaction Documents; and (e) World Omni was not established for, and does not operate for, the sole purpose of securitizing exposures.

EU Risk Retention. World Omni The Bank hereby covenants and agrees, in connection with the EU Securitization Rules Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) World OmniThe Bank, as “originator” (as such term is defined for the purposes of the EU Securitization Regulation), will retain, retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) of not less than 5% in the asset-backed financing securitization transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described at least 5% of the nominal value of each of the tranches sold or transferred to investors in accordance with the text of option (da) of Article 6(3) of the EU Securitization Regulation, by retaining at least 5% of the nominal value of each Class of Notes and by holding all the limited liability company interests membership interest in the Depositor Seller (or one or more other wholly-owned special purpose subsidiaries of World Omnithe Bank), which in turn will retain the Certificates to be issued by the Issuing Entity, such Certificates and interest collectively representing at least 5% of the aggregate nominal value of the receivables in the poolCertificates; (b) World Omni The Bank will not (and will not permit the Depositor Seller or any of its other Affiliates affiliates to) subject the EU Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the those EU Securitization Retention Rules; (c) World Omni The Bank will not change the retention option or method of calculating manner in which it retains the EU Retained Interest while any of the Notes are Outstandingoutstanding, except under exceptional circumstances in accordance with the those EU Securitization Retention Rules; and (d) World Omni The Bank will provide ongoing confirmation of its continued compliance with its obligations described in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate Report. IN WITNESS WHEREOF, the parties have caused this Agreement to Noteholdersbe duly executed by their respective officers thereunto duly authorized as of the day and year first above written. CAPITAL ONE, NATIONAL ASSOCIATION, as Servicer By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President, Treasury Capital Markets By: BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Vice President WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President The assessment of compliance to be delivered by the Indenture Trustee shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”: 1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. 1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. 1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. 1122(d)(1)(v) Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. X 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. X 1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. X 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. X(1) 1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. X 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. X 1122(d)(4)(i) Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents. 1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the transaction agreements 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. 1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents. 1122(d)(4)(v) The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. 1122(d)(4)(vi) Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. 1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). (1) With respect to the Servicing Criteria 1122(d)(3)(ii), the Indenture Trustee is responsible for assessing compliance with this Servicing Criteria solely with respect to the information provided by it in connection with the preparation of remittances. With respect to all activities other than those detailed hereinabove in respect of Servicing Criteria 1122(d)(3)(ii), such activities are performed by the Bank. 1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. 1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s Account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements. 1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. 1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. 1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. 1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. I, [ ], the [ ] of [NAME OF COMPANY] (the “Company”), certify to the Seller, and its officers, with the knowledge and intent that they will rely upon this certification, that: (i) I have reviewed the report on assessment of the Company’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Item 1122(b) of Regulation AB (the “Attestation Report”), and any other information provided in furtherance of Item 1122(c) of Regulation AB pursuant to Section 8.19 of the Agreement (the “Servicing Assessment Supplemental Information”), that were delivered by the Company to the Seller pursuant to the Agreement (collectively, the “Company Information”); (ii) upon To the occurrence best of my knowledge, the Servicing Assessment and any Event Servicing Assessment Supplemental Information, taken as a whole, does not contain any untrue statement of Default a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Servicing Assessment; (iii) To the best of my knowledge, all of the Company Information required to be provided by the Company under the Agreement has been provided to the Seller; and (iv) To the best of my knowledge, except as disclosed in the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under the Agreement and the other Transaction Documents (as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any change in the performance of the asset-backed financing transaction described in the Final Prospectus or of the Receivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Documents.Agreement). Date: By: Name: Title:

EU Risk Retention. World Omni The Bank hereby covenants and agrees, in connection with the EU Securitization Rules Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) World OmniThe Bank, as “originator” (as such term is defined for the purposes of the EU Securitization Regulation), will retain, retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) of not less than 5% in the asset-backed financing securitization transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described at least 5% of the nominal value of each of the tranches sold or transferred to investors in accordance with the text of option (da) of Article 6(3) of the EU Securitization Regulation, by retaining at least 5% of the nominal value of each Class of Notes and by holding all the limited liability company interests membership interest in the Depositor Seller (or one or more other wholly-owned special purpose subsidiaries of World Omnithe Bank), which in turn will retain the Certificates to be issued by the Issuing Entity, such Certificates and interest collectively representing at least 5% of the aggregate nominal value of the receivables in the poolCertificates; (b) World Omni The Bank will not (and will not permit the Depositor Seller or any of its other Affiliates affiliates to) subject the EU Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the those EU Securitization Retention Rules; (c) World Omni The Bank will not change the retention option or method of calculating manner in which it retains the EU Retained Interest while any of the Notes are Outstandingoutstanding, except under exceptional circumstances in accordance with the those EU Securitization Retention Rules; and (d) World Omni The Bank will provide ongoing confirmation of its continued compliance with its obligations described in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate Report. IN WITNESS WHEREOF, the parties have caused this Agreement to Noteholdersbe duly executed by their respective officers thereunto duly authorized as of the day and year first above written. CAPITAL ONE, NATIONAL ASSOCIATION, as Servicer By: Name: Xxxxxx Xxxxxx Title: Vice President, Treasury Capital Markets By: BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee By: Name: Title: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: Name: Title: The assessment of compliance to be delivered by the Indenture Trustee shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”: 1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. 1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. 1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. 1122(d)(1)(v) Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. X 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. X 1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. X 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. X(1) 1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. X 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. X 1122(d)(4)(i) Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents. 1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the transaction agreements 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. 1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents. 1122(d)(4)(v) The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. 1122(d)(4)(vi) Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. 1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). (1) With respect to the Servicing Criteria 1122(d)(3)(ii), the Indenture Trustee is responsible for assessing compliance with this Servicing Criteria solely with respect to the information provided by it in connection with the preparation of remittances. With respect to all activities other than those detailed hereinabove in respect of Servicing Criteria 1122(d)(3)(ii), such activities are performed by the Bank. 1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. 1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s Account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements. 1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. 1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. 1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. 1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. I, [ ], the [ ] of [NAME OF COMPANY] (the “Company”), certify to the Seller, and its officers, with the knowledge and intent that they will rely upon this certification, that: (i) I have reviewed the report on assessment of the Company’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Item 1122(b) of Regulation AB (the “Attestation Report”), and any other information provided in furtherance of Item 1122(c) of Regulation AB pursuant to Section 8.19 of the Agreement (the “Servicing Assessment Supplemental Information”), that were delivered by the Company to the Seller pursuant to the Agreement (collectively, the “Company Information”); (ii) upon To the occurrence best of my knowledge, the Servicing Assessment and any Event Servicing Assessment Supplemental Information, taken as a whole, does not contain any untrue statement of Default a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Servicing Assessment; (iii) To the best of my knowledge, all of the Company Information required to be provided by the Company under the Agreement has been provided to the Seller; and (iv) To the best of my knowledge, except as disclosed in the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under the Agreement and the other Transaction Documents (as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any change in the performance of the asset-backed financing transaction described in the Final Prospectus or of the Receivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Documents.Agreement). Date: By: Name: Title:

EU Risk Retention. World Omni The Bank hereby covenants and agrees, in connection with the EU Securitization Rules Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) World OmniThe Bank, as “originator” (as such term is defined for the purposes of the EU Securitization Regulation), will retain, retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) of not less than 5% in the asset-backed financing securitization transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described at least 5% of the nominal value of each of the tranches sold or transferred to investors in accordance with the text of option (da) of Article 6(3) of the EU Securitization Regulation, by retaining at least 5% of the nominal value of each Class of Notes and by holding all the limited liability company interests membership interest in the Depositor Seller (or one or more other wholly-owned special purpose subsidiaries of World Omnithe Bank), which in turn will retain the Certificates to be issued by the Issuing Entity, such Certificates and interest collectively representing at least 5% of the aggregate nominal value of the receivables in the poolCertificates; (b) World Omni The Bank will not (and will not permit the Depositor Seller or any of its other Affiliates affiliates to) subject the EU Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the those EU Securitization Retention Rules; (c) World Omni The Bank will not change the retention option or method of calculating manner in which it retains the EU Retained Interest while any of the Notes are Outstandingoutstanding, except under exceptional circumstances in accordance with the those EU Securitization Retention Rules; and (d) World Omni The Bank will provide ongoing confirmation of its continued compliance with its obligations described in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate Report. IN WITNESS WHEREOF, the parties have caused this Agreement to Noteholders, (ii) upon the occurrence of any Event of Default (be duly executed by their respective officers thereunto duly authorized as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing transaction described day and year first above written. CAPITAL ONE, NATIONAL ASSOCIATION, as Servicer By: Name: Title: Xxxxxx Xxxxxx Vice President, Treasury Capital Markets By: BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee By: Name: Title: not in its individual capacity but solely as Indenture Trustee By: Name: Title: The assessment of compliance to be delivered by the Final Prospectus that could materially impact Indenture Trustee shall address, at a minimum, the performance of the Notes, (y) any change in the performance of the asset-backed financing transaction described in the Final Prospectus or of the Receivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Documents.criteria identified below as “Applicable Servicing Criteria”:

EU Risk Retention. World Omni The Bank hereby covenants and agrees, in connection with the EU Securitization Rules Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) World OmniThe Bank, as “originator” (as such term is defined for the purposes of the EU Securitization Regulation), will retain, retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) of not less than 5% in the asset-backed financing securitization transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described at least 5% of the nominal value of each of the tranches sold or transferred to investors in accordance with the text of option (da) of Article 6(3) of the EU Securitization Regulation, by retaining at least 5% of the nominal value of each Class of Notes and by holding all the limited liability company interests membership interest in the Depositor Seller (or one or more other wholly-owned special purpose subsidiaries of World Omnithe Bank), which in turn will retain the Certificates to be issued by the Issuing Entity, such Certificates and interest collectively representing at least 5% of the aggregate nominal value of the receivables in the poolCertificates; (b) World Omni The Bank will not (and will not permit the Depositor Seller or any of its other Affiliates affiliates to) subject the EU Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the those EU Securitization Retention Rules; (c) World Omni The Bank will not change the retention option or method of calculating manner in which it retains the EU Retained Interest while any of the Notes are Outstandingoutstanding, except under exceptional circumstances in accordance with the those EU Securitization Retention Rules; and (d) World Omni The Bank will provide ongoing confirmation of its continued compliance with its obligations described in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate Report. IN WITNESS WHEREOF, the parties have caused this Agreement to Noteholdersbe duly executed by their respective officers thereunto duly authorized as of the day and year first above written. CAPITAL ONE, NATIONAL ASSOCIATION, as Servicer By: /s/ Xxxxxx Xxxxxx Name: Title: Xxxxxx Xxxxxx Vice President, Treasury Capital Markets By: BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Vice President not in its individual capacity but solely as Indenture Trustee By: /s/ Xxxxx Xxxxxx Name: Title: Xxxxx Xxxxxx Vice President The assessment of compliance to be delivered by the Indenture Trustee shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”: 1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. 1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. 1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. 1122(d)(1)(v) Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. X 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. X 1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. X 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. X(1) 1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. X 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. X 1122(d)(4)(i) Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents. 1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the transaction agreements 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. 1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents. 1122(d)(4)(v) The Servicer’s records regarding the accounts and the accounts agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. 1122(d)(4)(vi) Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. 1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). (1) With respect to the Servicing Criteria 1122(d)(3)(ii), the Indenture Trustee is responsible for assessing compliance with this Servicing Criteria solely with respect to the information provided by it in connection with the preparation of remittances. With respect to all activities other than those detailed hereinabove in respect of Servicing Criteria 1122(d)(3)(ii), such activities are performed by the Bank. 1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. 1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s Account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements. 1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. 1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. 1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. 1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. I, [ ], the [ ] of [NAME OF COMPANY] (the “Company”), certify to the Seller, and its officers, with the knowledge and intent that they will rely upon this certification, that: (i) I have reviewed the report on assessment of the Company’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Item 1122(b) of Regulation AB (the “Attestation Report”), and any other information provided in furtherance of Item 1122(c) of Regulation AB pursuant to Section 8.19 of the Agreement (the “Servicing Assessment Supplemental Information”), that were delivered by the Company to the Seller pursuant to the Agreement (collectively, the “Company Information”); (ii) upon To the occurrence best of my knowledge, the Servicing Assessment and any Event Servicing Assessment Supplemental Information, taken as a whole, does not contain any untrue statement of Default a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Servicing Assessment; (iii) To the best of my knowledge, all of the Company Information required to be provided by the Company under the Agreement has been provided to the Seller; and (iv) To the best of my knowledge, except as disclosed in the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under the Agreement and the other Transaction Documents (as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any change in the performance of the asset-backed financing transaction described in the Final Prospectus or of the Receivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Documents.Agreement). Date: By: Name: Title:

EU Risk Retention. World Omni Santander Consumer hereby covenants and agrees, in connection with the EU Securitization Rules Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) World OmniSantander Consumer, as “originator” (as such term is defined for the purposes of the EU Securitization Regulation), will retain, retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) of not less than 5% in the asset-backed financing securitization transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described tranche, in accordance with the text of option (d) of Article 6(3) of the EU Securitization Regulation, by holding all the limited liability company interests membership interest in the Depositor Seller (or one or more other wholly-owned special purpose subsidiaries of World OmniSantander Consumer), which in turn will retain a portion of the Certificates to be issued by aggregate Percentage Interests of the Issuing EntityCertificates, such Certificates and interest collectively portion representing at least 5% of the aggregate nominal value of the receivables in the poolReceivables; (b) World Omni Santander Consumer will not (and will not permit the Depositor Seller or any of its other Affiliates affiliates to) subject the EU Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the those EU Securitization Retention Rules; (c) World Omni Santander Consumer will not change the retention option or method of calculating manner in which it retains the EU Retained Interest while any of the Notes are Outstandingoutstanding, except under exceptional circumstances in accordance with the those EU Securitization Retention Rules; and (d) World Omni Santander Consumer will provide ongoing confirmation of its Santander Consumer’s continued compliance with its obligations described in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate to NoteholdersCertificate, (ii) upon on the occurrence of any Event of Default (as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing securitization transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any change in the performance of the asset-backed financing securitization transaction described in the Final Prospectus or of the Receivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Transaction Documents. 44 Sale and Servicing Agreement (SDART 2019-3) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2019-3, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: Name: Title: 46 Sale and Servicing Agreement (SDART 2019-3) SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxxx Xxxxx Title: Vice President 47 Sale and Servicing Agreement (SDART 2019-3) XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: Name: Title: 48 Sale and Servicing Agreement (SDART 2019-3) If to the Issuer: Santander Drive Auto Receivables Trust 2019-3 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration S&P Global Ratings 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Surveillance Department Xxxxx’x Investors Service, Inc.

EU Risk Retention. World Omni Santander Consumer hereby covenants and agrees, in connection with the EU Securitization Rules Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) World OmniSantander Consumer, as “originator” (as such term is defined for the purposes of the EU Securitization Regulation), will retain, retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) of not less than 5% in the asset-backed financing securitization transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described tranche, in accordance with the text of option (d) of Article 6(3) of the EU Securitization Regulation, by holding all the limited liability company interests membership interest in the Depositor Seller (or one or more other wholly-owned special purpose subsidiaries of World OmniSantander Consumer), which in turn will retain a portion of the Certificates to be issued by aggregate Percentage Interests of the Issuing EntityCertificates, such Certificates and interest collectively portion representing at least 5% of the aggregate nominal value of the receivables in the poolReceivables; (b) World Omni Santander Consumer will not (and will not permit the Depositor Seller or any of its other Affiliates affiliates to) subject the EU Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the those EU Securitization Retention Rules; (c) World Omni Santander Consumer will not change the retention option or method of calculating manner in which it retains the EU Retained Interest while any of the Notes are Outstandingoutstanding, except under exceptional circumstances in accordance with the those EU Securitization Retention Rules; and (d) World Omni Santander Consumer will provide ongoing confirmation of its Santander Consumer’s continued compliance with its obligations described in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate to NoteholdersCertificate, (ii) upon on the occurrence of any Event of Default (as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing securitization transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any change in the performance of the asset-backed financing securitization transaction described in the Final Prospectus or of the Receivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Transaction Documents. 44 Sale and Servicing Agreement (SDART 2019-3) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2019-3, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President 46 Sale and Servicing Agreement (SDART 2019-3) SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President 47 Sale and Servicing Agreement (SDART 2019-3) XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President 48 Sale and Servicing Agreement (SDART 2019-3) If to the Issuer: Santander Drive Auto Receivables Trust 2019-3 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration S&P Global Ratings 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Surveillance Department Xxxxx’x Investors Service, Inc.

EU Risk Retention. World Omni Santander Consumer hereby covenants and agrees, in connection with the EU Securitization Rules Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) World OmniSantander Consumer, as “originator” (as such term is defined for the purposes of the EU Securitization Regulation), will retain, retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) of not less than 5% in the asset-backed financing securitization transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described tranche, in accordance with the text of option (d) of Article 6(3) of the EU Securitization Regulation, by holding all the limited liability company interests membership interest in the Depositor Seller (or one or more other wholly-owned special purpose subsidiaries of World OmniSantander Consumer), which in turn will retain a portion of the Certificates to be issued by aggregate Percentage Interests of the Issuing EntityCertificates, such Certificates and interest collectively portion representing at least 5% of the aggregate nominal value of the receivables in the poolReceivables; (b) World Omni Santander Consumer will not (and will not permit the Depositor Seller or any of its other Affiliates affiliates to) subject the EU Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the those EU Securitization Retention Rules; (c) World Omni Santander Consumer will not change the retention option or method of calculating manner in which it retains the EU Retained Interest while any of the Notes are Outstandingoutstanding, except under exceptional circumstances in accordance with the those EU Securitization Retention Rules; and (d) World Omni Santander Consumer will provide ongoing confirmation of its Santander Consumer’s continued compliance with its obligations described in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate to NoteholdersCertificate, (ii) upon on the occurrence of any Event of Default (as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing securitization transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any change in the performance of the asset-backed financing securitization transaction described in the Final Prospectus or of the Receivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Transaction Documents. 44 Sale and Servicing Agreement (SDART 2019-1) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2019-1, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Administrative Vice President SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President If to the Issuer: Santander Drive Auto Receivables Trust 2019-1 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Fitch Ratings, Inc. 00 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Surveillance S&P Global Ratings 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Surveillance Department Xxxxxxx Fixed Income Services LLC 0000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 Attention: SVP Email: XXXXxxxxxx@xxxxxxx.xxx with a copy to: Xxxxxxx Fixed Income Services LLC c/x Xxxxxxx Holdings LLC 0000 Xxxxxx Xxxxxx Xxxx Xxxxx Xxxxx 0000 Xxxxxxxxxxxx, XX 00000 Attention: General Counsel [ ], 2019 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of February 20, 2019, by and between Santander Drive Auto Receivables Trust 2019-1, a Delaware statutory trust (the “Issuer”), Santander Drive Auto Receivables LLC, a Delaware limited liability company (the “Seller”), Santander Consumer USA Inc., an Illinois corporation (“Santander Consumer”), and Xxxxx Fargo Bank, National Association, a national banking association (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer on the Closing Date, without recourse (subject to the obligations in the Agreement) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of the Seller’s rights under the Purchase Agreement and all proceeds of the foregoing, which sale shall be effective as of the Cut-Off Date. The foregoing sale does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. This assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Agreement and is governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC By: Name: Title: In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants, and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

EU Risk Retention. World Omni The Bank hereby covenants and agrees, in connection with the EU Securitization Rules Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) World OmniThe Bank, as “originator” (as such term is defined for the purposes of the EU Securitization Regulation), will retain, retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) of not less than 5% in the asset-backed financing securitization transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described at least 5% the nominal value of each of the tranches sold or transferred to investors in accordance with the text of option (da) of Article 6(3) of the EU Securitization Regulation, by holding all the limited liability company interests membership interest in the Depositor Seller (or one or more other wholly-owned special purpose subsidiaries of World Omnithe Bank), which in turn will retain the Certificates to be issued by the Issuing Entity, such Certificates and interest collectively representing at least 5% of the aggregate nominal value of each Class of Notes and at least 5% of the nominal value of the receivables in the poolCertificates; (b) World Omni The Bank will not (and will not permit the Depositor Seller or any of its other Affiliates affiliates to) subject the EU Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the those EU Securitization Retention Rules; (c) World Omni The Bank will not change the retention option or method of calculating manner in which it retains the EU Retained Interest while any of the Notes are Outstandingoutstanding, except under exceptional circumstances in accordance with the those EU Securitization Retention Rules; and (d) World Omni The Bank will provide ongoing confirmation of its continued compliance with its obligations described in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate Report. IN WITNESS WHEREOF, the parties have caused this Agreement to Noteholders, (ii) upon the occurrence of any Event of Default (be duly executed by their respective officers thereunto duly authorized as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing transaction described day and year first above written. CAPITAL ONE, NATIONAL ASSOCIATION, as Servicer By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President, Treasury Capital Markets By: BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Vice President WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Vice President The assessment of compliance to be delivered by the Final Prospectus that could materially impact Indenture Trustee shall address, at a minimum, the performance of the Notes, (y) any change in the performance of the asset-backed financing transaction described in the Final Prospectus or of the Receivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Documents.criteria identified below as “Applicable Servicing Criteria”:

EU Risk Retention. World Omni Santander Consumer hereby covenants and agrees, in connection with the EU Securitization Rules Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) World OmniSantander Consumer, as “originator” (as such term is defined for the purposes of the EU Securitization Regulation), will retain, retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) of not less than 5% in the asset-backed financing securitization transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described tranche, in accordance with the text of option (d) of Article 6(3) of the EU Securitization Regulation, by holding all the limited liability company interests membership interest in the Depositor Seller (or one or more other wholly-owned special purpose subsidiaries of World OmniSantander Consumer), which in turn will retain a portion of the Certificates to be issued by aggregate Percentage Interests of the Issuing EntityCertificates, such Certificates and interest collectively portion representing at least 5% of the aggregate nominal value of the receivables in the poolReceivables; (b) World Omni Santander Consumer will not (and will not permit the Depositor Seller or any of its other Affiliates affiliates to) subject the EU Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the those EU Securitization Retention Rules; (c) World Omni Santander Consumer will not change the retention option or method of calculating manner in which it retains the EU Retained Interest while any of the Notes are Outstandingoutstanding, except under exceptional circumstances in accordance with the those EU Securitization Retention Rules; and (d) World Omni Santander Consumer will provide ongoing confirmation of its Santander Consumer’s continued compliance with its obligations described in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate to NoteholdersCertificate, (ii) upon on the occurrence of any Event of Default (as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing securitization transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any change in the performance of the asset-backed financing securitization transaction described in the Final Prospectus or of the Receivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Transaction Documents. 44 Sale and Servicing Agreement (SDART 2019-1) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2019-1, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: Name: Title: 46 Sale and Servicing Agreement (SDART 2019-1) SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxxx Xxxxx Title: Vice President 47 Sale and Servicing Agreement (SDART 2019-1) XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: Name: Title: 48 Sale and Servicing Agreement (SDART 2019-1) If to the Issuer: Santander Drive Auto Receivables Trust 2019-1 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Fitch Ratings, Inc. 00 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Surveillance S&P Global Ratings 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Surveillance Department Xxxxxxx Fixed Income Services LLC 0000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 Attention: SVP Email: XXXXxxxxxx@xxxxxxx.xxx with a copy to: Xxxxxxx Fixed Income Services LLC c/x Xxxxxxx Holdings LLC 0000 Xxxxxx Xxxxxx Xxxx Xxxxx Xxxxx 0000 Xxxxxxxxxxxx, XX 00000 Attention: General Counsel [ ], 2019 For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of February 20, 2019, by and between Santander Drive Auto Receivables Trust 2019-1, a Delaware statutory trust (the “Issuer”), Santander Drive Auto Receivables LLC, a Delaware limited liability company (the “Seller”), Santander Consumer USA Inc., an Illinois corporation (“Santander Consumer”), and Xxxxx Fargo Bank, National Association, a national banking association (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer on the Closing Date, without recourse (subject to the obligations in the Agreement) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of the Seller’s rights under the Purchase Agreement and all proceeds of the foregoing, which sale shall be effective as of the Cut-Off Date. The foregoing sale does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. This assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Agreement and is governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC By: Name: Title: In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants, and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:

EU Risk Retention. World Omni hereby Oxxx xxxxxx represents and confirms, covenants and agrees, in connection with the EU Securitization Rules as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding, that: (a) World Omni, as “originator” (as such term is defined for the purposes of the Securitization Regulation), will retain, upon issuance of the Notes and on an ongoing basis a material net economic interest (the “EU Retained Interest”) in the asset-backed financing transaction described in the Final Prospectus, in the form of retention of a first loss tranche as described in option (d) of Article 6(3) of the Securitization Regulation, by holding (i) all the limited liability company interests in the Depositor (or one or more wholly-owned special purpose subsidiaries of World Omni), which in turn will retain the Certificates to be issued by the Issuing Entity, and (ii) the residual interest in the 2020-A Reference Pool, such Certificates and interest collectively representing at least 5% of the aggregate nominal value Securitization Value of the receivables Transaction Units in the pool2020-A Reference Pool; (b) World Omni will not (and will not permit the Depositor or any of its other Affiliates to) subject hedge or otherwise mitigate its credit risk under or associated with the EU Retained Interest to any credit risk mitigation or hedgingInterest, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the EU Retained Interest, except, in each case, to the extent permitted in accordance with the EU Securitization Rules; (c) World Omni will not change the retention option or method of calculating the EU Retained Interest while any of the Notes are Outstanding, except under exceptional circumstances in accordance with the EU Securitization Rules; and; (d) World Omni will provide ongoing confirmation of its continued compliance with its obligations in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate to NoteholdersServicer Certificate, (ii) upon the occurrence of any Event of Default (as defined in the Indenture) and (iii) from time to time upon request by any Noteholder in connection with (x) any change in the structural features of the asset-backed financing transaction described in the Final Prospectus that could materially impact the performance of the Notes, (y) any change in the performance of the asset-backed financing transaction described in the Final Prospectus or of the Receivables Transaction Units which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Basic Transaction Documents; and (e) World Omni was not established for, and does not operate for, the sole purpose of securitizing exposures.