Common use of Funding Events Clause in Contracts

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from COAF pursuant to the Purchase Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without the consent of the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred Assets. (c) The following procedures shall be followed to effect a Funding Event: (i) COAF will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF is not the Servicer) the Receivables File with respect to each Subsequent Receivable; (ii) At least three (3) days prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer a Notice of Funding Date (substantially in the form of Exhibit A hereto); (iii) On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer the following: (1) the Schedule of Receivables delivered by the Seller for such Funding Date; and (2) a Joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from COAF the Originator pursuant to the Purchase Contribution Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without the consent of the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred Assets. (c) The following procedures shall be followed to effect a Funding Event: (i) COAF Santander Consumer will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF Santander Consumer is not the Servicer) the Receivables Contract File (except for the Certificate of Title or application for the Certificate of Title which it will retain possession of pursuant to Section 2.4) with respect to each Subsequent Receivable;Contract. (ii) At least three five (35) days Business Days prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Insurer and the Servicer and the Note Insurer a Notice of Funding Date (substantially in the form of Exhibit A hereto);; and (iii) On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer Insurer and the Note Insurer Servicer the following: (1) the Schedule of Receivables Contracts delivered by the Seller for such Funding Date; and (2) a Joint Officer’s Certificate of COAFSantander Consumer, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Contracts Purchase Price for the Subsequent Receivables Contracts acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture TrusteeOn such Funding Date, on behalf of the Seller, Seller shall deposit into increase the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, Amount by an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Datein accordance with Section 4.3(g) hereof.

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from COAF pursuant to the Purchase Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without the consent of the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred Assets. (c) The following procedures shall be followed to effect a Funding Event: (i) COAF will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF is not the Servicer) the Receivables File with respect to each Subsequent Receivable;. (ii) At least three (3) days prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer a Notice of Funding Date (substantially in the form of Exhibit A hereto);; and (iii) On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer the following: (1) the Schedule of Receivables delivered by the Seller for such Funding Date; and (2) a Joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.

Funding Events. (a) A funding event (each, a “"Funding Event”") shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Pre-Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from COAF pursuant to the Purchase Agreement) and (ii) Grant all of the Issuer’s 's right, title and interest in, in and to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured PartiesHolders of the Notes. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without if the consent effect of such acquisition would be to (i) reduce the weighted average contract rate of the Note Insurer; providedReceivables included in the Transferred Assets to less than 5.00%, however, that (ii) increase the giving or withholding of such consent shall be based solely on the characteristics weighted average remaining term to maturity of the Subsequent Receivables included in the Transferred Assets to greater than 58 months or (iii) increase the portion of the Receivables included in relation the Transferred Assets due from Obligors having a billing address in any given state to a level greater than 10% of the Initial Transferred Assetsaggregate Principal Balance of the Receivables (except with respect to California). (c) The following procedures shall be followed to effect a Funding Event: (i) COAF will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF is not the Servicer) the Receivables File with respect to each Subsequent Receivable;. (ii) At least three (3) days prior to By the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, Trustee and the Servicer and the Note Insurer following: (1) a Notice of Funding Date (substantially in the form of Exhibit A hereto); (iii) On or prior to with the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer the following: (1) the related Schedule of Receivables delivered by the Seller for such Funding Datewith respect thereto; and (2) a Joint Officer’s 's Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from COAF pursuant to the Purchase Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without the consent of the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred Assets. (c) The following procedures shall be followed to effect a Funding Event: (i) COAF will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF is not the Servicer) the Receivables File with respect to each Subsequent Receivable;. (ii) At least three (3) days prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer a Notice of Funding Date (substantially in the form of Exhibit A hereto);; and (iii) On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer the following: (1) the Schedule of Receivables delivered by the Seller for such Funding Date; and (2) a Joint joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from COAF pursuant to the Purchase Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without the consent of the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred Assets. (c) The following procedures shall be followed to effect a Funding Event: (i) COAF will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF is not the Servicer) the Receivables File with respect to each Subsequent Receivable; (ii) At least three (3) days prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer a Notice of Funding Date (substantially in the form of Exhibit A hereto); (iii) On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer the following: (1) the Schedule of Receivables delivered by the Seller for such Funding Date; and (2) a Joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, on each Funding Date, the Issuer shall, on the Funding Dates, shall (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) 2.2 (and the Seller shall acquire such have acquired the related Subsequent Transferred Purchased Assets from COAF the Bank pursuant to the Purchase Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured PartiesHolders of the Notes. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without if the consent effect of such acquisition would be to (i) reduce the weighted average Contract Rate of all Subsequent Receivables to less than [ ]%, (ii) increase the weighted average remaining term to maturity of all Subsequent Receivables to greater than [ ] months or (iii) increase the portion of all Receivables due from Obligors having a billing address in any given state to a level greater than [ ]% of the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred AssetsNet Pool Balance. (c) The following procedures shall be followed to effect a Funding Event: (i) COAF will The Bank shall package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF the Bank is not the Servicer) the Receivables File Receivable Files with respect to each Subsequent Receivable;. (ii) At least three (3) days Business Days prior to the related Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer Rating Agencies a Notice of Funding Date (substantially in the form of Exhibit A B hereto);. (iii) On or prior The Seller shall have delivered to the Funding Date, Issuer the Issuer shall deliver, or cause executed Assignment relating to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer the following: (1) the Schedule of Receivables delivered by the Seller for such Funding Date; and (2) a Joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially Event in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller A hereto and the Issuer shall execute an executed Assignment substantially relating to such Funding Event in the form of Exhibit C heretoA to the Purchase Agreement. (div) Upon satisfaction receipt of the above requirementsdeliverables set forth in clause (iii) above, the Indenture Trustee willshall, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described belowin the next sentence) to the Seller (or to COAF on behalf of the Seller) or its designeedesignee (which may include the Bank), in cash by federal wire transfer funds, pursuant to the written directions provided to the Indenture Trustee in accordance with the Notice of Funding Date. The On the applicable Funding Date, the Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts the Receivables Purchase Price which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.]

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from COAF the Originator pursuant to the Purchase Contribution Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer[; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without the consent of the Note Insurer]; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred Assets. (c) The following procedures shall be followed to effect a Funding Event: (i) COAF Drive Consumer will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF Drive Consumer is not the Servicer) the Receivables Contract File (except for the Certificate of Title or application for the Certificate of Title which it will retain possession of pursuant to Section 2.4) with respect to each Subsequent Receivable;Contract. (ii) At least three five (35) days prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee[, the Insurer] and the Servicer and the Note Insurer a Notice of Funding Date (substantially in the form of Exhibit A hereto);; and (iii) On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee[, the Servicer Insurer] and the Note Insurer Servicer the following: (1) the Schedule of Receivables Contracts delivered by the Seller for such Funding Date; and (2) a Joint Officer’s Certificate of COAFDrive Consumer, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Contracts Purchase Price for the Subsequent Receivables Contracts acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for On such Funding Date, the Seller shall fund the Reserve Amount in amount sufficient to cause the Reserve Amount to equal Subsequent Reserve Amount. Such funding can be accomplished either by (i) depositing cash in the Reserve Account, (ii) causing a Reserve Account Letter of Credit to be issued, or (iii) utilizing any combination of clauses (i) and (ii).

Funding Events. (a) A funding event (each, each a “"Funding Event”") shall occur upon a Funding Date and in accordance with the requirements of this SectionSection 3.08. (b) During the Funding Period, the Issuer Seller shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets Additional Receivables at the Receivables Cash Purchase Price from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from COAF Aegis Finance pursuant to the Purchase Agreement) and (ii) Grant all of Agreement with moneys deposited in the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without on the consent of the Note InsurerClosing Date; provided, however, that the giving or withholding minimum amount of such consent Additional Receivables acquired on any Funding Date other than the Final Funding Date shall be based solely on $500,000. The Seller shall transfer to the characteristics Trustee the Additional Receivables and the other property and rights related thereto described in Section 2.01(b) only upon satisfaction of each of the Subsequent Transferred Assets in relation following conditions on or prior to the Initial Transferred Assets. (c) The following procedures shall be followed to effect a related Funding EventDate: (i) COAF On or before the related Cutoff Date immediately preceding any Funding Date for the Additional Receivables, the Seller will review, package and forward to the Trustee for receipt by not less than two Business Days prior to the Funding Date (each, a "Delivery Date"), the following documents related to such Additional Receivables: (A) Original retail installment sales contracts evidencing such Receivables and any amendments thereto; (B) Original certificates of title, or cause copies of dealer blanket guarantees of title, or applications for title to the related Financed Vehicles; (C) An endorsement to the Risk Default Insurance Policy confirming insurance regarding each Receivable to be packaged and forwarded purchased on such Funding Date (as specified on a master list of Receivables annexed to such endorsement); (D) A list of Receivables being purchased on such Funding Date; and (E) A notice that the Servicer Funding Date will occur on the Friday immediately following the Delivery Date (or such other day as specified in the event that COAF is not the Servicer) the Receivables File with respect to each Subsequent Receivable;such notice). (ii) At least three (3) days prior to By the Funding Delivery Date, the Issuer Seller shall deliver, or cause to be delivered, to the Indenture TrusteeTrustee (with a copy to Seller's counsel), the Servicer and the Note Insurer a Notice of Funding Date fully executed documents as follows: (substantially A) Assignment (in the form of Exhibit A to the Purchase Agreement) with Schedule A attached listing all Receivables to be sold on such Funding Date; (B) Assignment (in the form of Exhibit P hereto) with Schedule A attached listing all Receivables to be sold on such Funding Date; (C) Notice of Funding (in the form of Exhibit N hereto); (iiiD) On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer the following: Officer's Certificate (1) the Schedule of Receivables delivered by the Seller for such Funding Date; and (2) a Joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B O hereto)) with a copy, via telecopy, to the Rating Agency and the Trustee; (E) Power of Attorney by the Seller in favor of the Trust reflecting the Additional Receivables; and (ivF) A release and applicable UCC-3 Termination Statement executed by each warehouse lender terminating such person's prior security interests in such Additional Receivables granted by Aegis Finance. (iii) On the Funding Delivery Date, the Trustee will acknowledge receipt of a written certification of the Seller of the presence of the documents listed in Sections 3.08(b)(i) and (ii) above by sending notice, via telecopy, to Seller and Seller's counsel. The Trustee shall not be responsible for the Issuer shall execute an Assignment substantially accuracy of such documents. Only those Receivables for which the documents listed in Sections 3.08(b)(i) and (ii) are delivered to the Trustee on the Delivery Date will be included in the form of Exhibit C heretoFunding Event. The Trustee will also stamp the Receivables to indicate their sale to the Seller and their subsequent transfer and assignment to the Trust. (div) Upon satisfaction of the above requirements, requirements with respect to events to occur on or before the Indenture Trustee will, on the applicable Funding Date, the Trustee will on the Funding Date withdraw funds from the Pre-Funding Account an amount equal to (A) make the deposits required by Section 5.01(c) into the Reserve Fund and (B) pay to the Receivables Purchase Price for the Subsequent Seller or its designee with respect to Additional Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designeeDate, in cash by federal wire transfer funds, an amount equal to the balance of the Receivables Cash Purchase Price (net of the deposit to the Reserve Fund), all pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding. (v) By the Funding Date. The Indenture , the Seller shall deliver or cause to be delivered to the Rating Agency and the Trustee, a Receivables Characteristics report substantially in the form of Exhibit F-2 hereto with respect to all Receivables acquired on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released and prior to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date. (vi) The Trustee shall review the documents delivered to it in connection with any Funding Event within 5 Business Days after the Funding Date to verify the presence of the documents listed in Sections 3.08(b)(i) and 3.08(b)(ii) for each Additional Receivable. The Trustee shall immediately deliver written notice by certified mail to the Seller, Aegis Finance and each Certificateholder, if any of such documents is missing. The Seller shall cause Aegis Finance to deliver to the Trustee the missing items within 3 Business Days of receipt of such notice. (c) If the Seller does not provide on or prior to September 25, 1996 written direction to the Trustee of its intent to acquire Additional Receivables pursuant to this Section 3.08 on or prior to September 30, 1996, then the funds on deposit in the Funding Account after September 30, 1996 (excluding earnings on investments or reinvestments thereof) shall be used for the purpose of partially prepaying the Certificates in accordance with Section 5.06(d) hereof. The Trustee shall provide notice to the Certificateholders of any such partial prepayment, which prepayment shall be made on October 21, 1996. (d) The Seller shall take any action required to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Trustee in the Reserve Fund Property.

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, on each Funding Date, the Issuer shall, on the Funding Dates, shall (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) 2.2 (and the Seller shall acquire such have acquired the related Subsequent Transferred Purchased Assets from COAF the Bank pursuant to the Purchase Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured PartiesHolders of the Notes. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without if the consent effect of such acquisition would be to (i) reduce the weighted average Contract Rate of all Subsequent Receivables to less than [___]%, (ii) increase the weighted average remaining term to maturity of all Subsequent Receivables to greater than [___] months or (iii) increase the portion of all Receivables due from Obligors having a billing address in any given state to a level greater than [___]% of the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred AssetsNet Pool Balance. (c) The following procedures shall be followed to effect a Funding Event: (i) COAF will The Bank shall package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF the Bank is not the Servicer) the Receivables File Receivable Files with respect to each Subsequent Receivable;. (ii) At least three (3) days Business Days prior to the related Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer Rating Agencies a Notice of Funding Date (substantially in the form of Exhibit A B hereto);. (iii) On or prior The Seller shall have delivered to the Funding Date, Issuer the Issuer shall deliver, or cause executed Assignment relating to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer the following: (1) the Schedule of Receivables delivered by the Seller for such Funding Date; and (2) a Joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially Event in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller A hereto and the Issuer shall execute an executed Assignment substantially relating to such Funding Event in the form of Exhibit C heretoA to the Purchase Agreement. (div) Upon satisfaction receipt of the above requirementsdeliverables set forth in clause (iii) above, the Indenture Trustee willshall, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described belowin the next sentence) to the Seller (or to COAF on behalf of the Seller) or its designeedesignee (which may include the Bank), in cash by federal wire transfer funds, pursuant to the written directions provided to the Indenture Trustee in accordance with the Notice of Funding Date. The On the applicable Funding Date, the Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts the Receivables Purchase Price which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.]

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur The Issuer may acquire Loans during the Prefunding Period only upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from COAF pursuant to the Purchase Agreement) and (ii) Grant all satisfaction of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without the consent of the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred Assets. (c) The following procedures shall be followed to effect a Funding Eventconditions: (i) COAF will package and forward On or cause prior to be packaged and forwarded to the Servicer one (in the event that COAF is not the Servicer1) the Receivables File with respect Business Day prior to each Subsequent Receivable; (ii) At least three (3) days prior to the Funding Transfer Date, the Issuer shall deliverhave delivered, or cause caused to be delivered, to the Indenture Trustee, the Servicer and following: (A) a duly executed Subsequent Loan Assignment with respect to the Note Insurer a related Subsequent Loans; KL2 3395391.6 (B) an executed Prefunding Notice of Funding Date (substantially in the form of Exhibit A hereto);F relating to such Subsequent Loan Transfer together with an electronic transmission of an updated Schedule of Loans in a format acceptable to the Indenture Trustee shall have been delivered at least two (2) Business Days prior to such Transfer Date; and (iiiC) a Prefunding Certificate in the form of Exhibit E executed by an Authorized Officer of the Issuer relating to such Subsequent Loan Transfer attaching an updated Schedule of Loans. (ii) On or prior to the Funding one (1) Business Day prior to each Transfer Date, the Issuer Custodian shall deliver, or cause to be delivered, have delivered to the Indenture Trustee, the Servicer Issuer and the Note Insurer the following:Indenture Trustee an executed Transfer Date Certification. (1iii) the Schedule No Event of Receivables delivered Default shall have occurred and be continuing or would be caused by the Seller for such Funding Date; and (2) a Joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); andSubsequent Loan Transfer. (iv) On the Funding Date, the Seller and the Issuer The Servicer shall execute an Assignment substantially have deposited in the form Collection Account all collections received by the Servicer in respect of Exhibit C heretothe related Subsequent Loans since the related Cut-Off Date (other than Obligor Security Deposits received from an Obligor, which will be deposited by the Servicer into the Obligor Security Deposit Account, and amounts received relating to Grid Services). (dv) Upon satisfaction The Prefunding Termination Date shall not have occurred. (vi) The Issuer shall have taken any action required to maintain the first priority perfected ownership interest of the above requirementsIssuer and the Indenture Trustee in the Trust Estate (including the related Subsequent Loans and any rights related thereto). (vii) If the Reserve Account Required Balance exceeds the amount on deposit in the Reserve Account as of such Transfer Date, an amount equal to such difference shall have been deposited into the Reserve Account. (viii) The Section 25D Interest Account Required Amount, if any, for each related Subsequent Loan shall have been deposited into the Section 25D Interest Account. (b) Within two (2) Business Days of receipt of a Prefunding Notice, the Indenture Trustee will, on the applicable Funding Date, shall (i) withdraw funds from the Pre-Funding Prefunding Account in an amount equal to the Receivables Purchase Price for lesser of (x) the product of the aggregate Cut-Off Date Loan Balance of the Subsequent Receivables Loans acquired on such Funding Transfer Date and shall the Initial Advance Rate and (y) the amount then on deposit in the Prefunding Account (such amount, the "Subsequent Loan Prefunding Withdrawal Amount") and (ii) forward such funds (less amounts required to be deposited into or at the Reserve Account as described below) to the Seller (or to COAF on behalf direction of the Seller) or its designeeDepositor on such Transfer Date, in cash by federal wire transfer funds, in each case solely pursuant to the written directions provided to the Indenture Trustee in the Notice Prefunding Notice. For the avoidance of Funding Date. The doubt, the Indenture Trustee, on behalf of the Seller, Trustee shall deposit into the Reserve Account from amounts which would otherwise be released have no obligation to the Seller from the Pre-Funding Account, an amount equal to calculate the Subsequent Reserve Account Deposit Amount for such Funding Date.Loan Prefunding Withdrawal Amount. ◦ KL2 3395391.6

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such have acquired the related Subsequent Transferred Purchased Assets from COAF pursuant to the Purchase Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured PartiesHolders of the Notes and the Swap Counterparty. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without if the consent effect of such acquisition would be to (i) reduce the weighted average contract rate of the Note Insurer; providedReceivables included in the Transferred Assets to less than 5.00%, however, that (ii) increase the giving or withholding of such consent shall be based solely on the characteristics weighted average remaining term to maturity of the Subsequent Receivables included in the Transferred Assets to greater than 58 months or (iii) increase the portion of the Receivables included in relation the Transferred Assets due from Obligors having a billing address in any given state to a level greater than 10% of the Initial Transferred Assetsaggregate Principal Balance of the Receivables (except with respect to California). (c) The following procedures shall be followed to effect a Funding Event: (i) COAF will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF is not the Servicer) the Receivables File with respect to each Subsequent Receivable;. (ii) At least three (3) days prior to By the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, Trustee and the Servicer and the Note Insurer following: (1) a Notice of Funding Date (substantially in the form of Exhibit A hereto); (iii) On or prior to with the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer the following: (1) the related Schedule of Receivables delivered by the Seller for such Funding Datewith respect thereto; and (2) a Joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable any Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, funds pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.

Funding Events. (a) A funding event (each, each a “"Funding Event”") shall occur upon a Funding Date and in accordance with the requirements of this SectionSection 3.08. (b) During the Funding Period, the Issuer Seller shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets Additional Receivables at the Receivables Cash Purchase Price from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from COAF Aegis Finance pursuant to the Purchase AgreementAgreement with moneys deposited in the Funding Account on the Closing Date. The Seller shall transfer to the Trustee the Additional Receivables and the other property and rights related thereto described in Section 2.01(b) and (ii) Grant all only upon satisfaction of each of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets following conditions on or prior to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-related Funding Account without the consent of the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred Assets. (c) The following procedures shall be followed to effect a Funding EventDate: (i) COAF On or before the related Cutoff Date immediately preceding any Funding Date for the Additional Receivables, the Seller will review, package and forward to the Trustee for receipt by not less than two Business Days prior to the Funding Date (each, a "Delivery Date"), the following documents related to such Additional Receivables: (A) Original retail installment sales contracts evidencing such Receivables and any amendments thereto; (B) Original certificates of title, or cause copies of dealer blanket guarantees of title, or applications for title to the related Financed Vehicles; (C) With respect to Receivables covered by a Risk Default Insurance Policy, an endorsement to the Risk Default Insurance Policy confirming insurance regarding each Receivable to be packaged and forwarded purchased on such Funding Date (as specified on a master list of Receivables annexed to such endorsement); (D) A list of Receivables being purchased on such Funding Date in electronic format satisfactory to the Servicer Trustee; and (E) A notice that the Funding Date will occur on the Friday immediately following the Delivery Date (or such other day as specified in the event that COAF is not the Servicer) the Receivables File with respect to each Subsequent Receivable;such notice). (ii) At least three (3) days prior to By the Funding Delivery Date, the Issuer Seller shall deliver, or cause to be delivered, to the Indenture TrusteeTrustee (with a copy to Seller's counsel), the Servicer and the Note Insurer a Notice of Funding Date fully executed documents as follows: (substantially A) Supplemental Conveyance (in the form of Exhibit A hereto); (iii) On or prior to the Funding Date, the Issuer shall deliver, or cause Purchase Agreement) with Schedule A attached listing all Receivables to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer the following: (1) the Schedule of Receivables delivered by the Seller for sold on such Funding Date; and (2) a Joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.;

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from COAF pursuant to the Purchase Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without the consent of the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred Assets. (c) The following procedures shall be followed to effect a Funding Event: (i) COAF will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF is not the Servicer) the Receivables File with respect to each Subsequent Receivable;. (ii) At least three five (35) days prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer a Notice of Funding Date (substantially in the form of Exhibit A hereto); (iii) On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer the following: (1) a Notice of Funding Date (substantially in the form of Exhibit A hereto) with the related Schedule of Receivables delivered by the Seller for such Funding Datewith respect thereto; and (2) a Joint joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such have acquired the related Subsequent Transferred Purchased Assets from COAF pursuant to the Purchase Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured PartiesHolders of the Notes and the Swap Counterparty. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without if the consent effect of such acquisition would be to (i) reduce the weighted average contract rate of the Note Insurer; providedReceivables included in the Transferred Assets to less than 6.29%, however, that (ii) increase the giving or withholding of such consent shall be based solely on the characteristics weighted average remaining term to maturity of the Subsequent Receivables included in the Transferred Assets to greater than 58 months or (iii) increase the portion of the Receivables included in relation the Transferred Assets due from Obligors having a billing address in any given state to a level greater than 10% of the Initial Transferred Assetsaggregate Principal Balance of the Receivables (except with respect to California). (c) The following procedures shall be followed to effect a Funding Event: (i) COAF will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF is not the Servicer) the Receivables File Receivable Files with respect to each Subsequent Receivable;. (ii) At least three (3) days prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer a Notice of Funding Date (substantially in the form of Exhibit A hereto); (iii) On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, Trustee and the Servicer and the Note Insurer the following: (1) a Notice of Funding Date (substantially in the form of Exhibit A hereto) with the related Schedule of Receivables delivered by the Seller for such Funding Datewith respect thereto; and (2) a Joint joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, funds pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur On the Closing Date and in connection with any Subsequent Transfer upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding PeriodDate, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from COAF pursuant to the Purchase Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets shall following conditions must be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without the consent of the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred Assets. (c) The following procedures shall be followed to effect a Funding Eventsatisfied: (i) COAF will package and forward The Contributor shall have forwarded or cause caused to be packaged and forwarded to the Servicer Custodian for receipt at least two (in 2) Business Days preceding such Funding Date (each, a "Delivery Date"), the event that COAF is not Custodian Files related to the Subsequent Receivables to be acquired and Granted on such Funding Date, the Custodian shall have delivered to the Issuer, the Indenture Trustee and the Agent an executed Certification for such Custodian Files and the Indenture Trustee shall have delivered to the Servicer) , the Receivables File with respect to each Subsequent Receivable;Issuer, the Agent and the Custodian an executed Acknowledgement. (ii) At least three (3) days On or prior to the such Funding Date, the Issuer shall deliverhave delivered, or cause caused to be delivered, to the Indenture Trustee, the Servicer Agent and the Note Insurer Custodian, the following: (A) a duly executed Contributor Assignment and a duly executed Depositor Assignment with respect to the related Subsequent Receivables; (B) an executed Notice of Funding relating to such Subsequent Transfer together with an electronic transmission of the information on the related Subsequent Receivables in a format acceptable to each of the Indenture Trustee, and the Agent and any other information reasonably requested by the Indenture Trustee or the Agent with respect to the Subsequent Receivables shall have been delivered at least two (2) Business Days prior to the Funding Date; (C) an executed Funding Certificate relating to such Subsequent Transfer together with a Schedule of Receivables; and (D) Opinions of Counsel in form and substance satisfactory to the Indenture Trustee and the Agent, with respect to certain corporate, security interest and bankruptcy matters with respect to the Subsequent Receivables; provided, however, that if the opinions delivered on the Closing Date (substantially in cover such matters with respect to the form Subsequent Receivables, then no such Opinions of Exhibit A hereto);Counsel need be delivered on such Funding Date. (iii) On After the acquisition by the Issuer of the related Subsequent Receivables (with each Receivable Balance or APR for any Receivable measured as of its related Cutoff Date) the Collateral Test Amount is not less than zero (0), and each of the representations and warranties set forth in Section 3.02(a)(xxv) of the Sale and Servicing Agreement shall be true and correct on the Cutoff Date related to such Funding Date. (iv) No Default, Event of Default, Servicer Event of Default or Termination Event shall have occurred. (v) The Servicer shall have deposited in the Collection Account all Collections received by the Servicer in respect of the related Subsequent Receivables since the related Cutoff Date. (vi) Each of the Issuer, the Contributor and the Depositor shall have certified that as of such Funding Date, (A) no such Person shall be insolvent or become insolvent as a result of the transfer of Subsequent Receivables on such Funding Date, (B) no such Person shall intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such Subsequent Transfer shall not have been made with actual intent to hinder, delay or defraud any Person, (D) the assets of each such Person shall not constitute unreasonably small capital to carry out its respective business as conducted and (E) no such Person received less than a reasonably equivalent value in exchange for the conveyance of the Subsequent Receivables by the Contributor to the Depositor and the conveyance by the Depositor to the Issuer and the Grant of such Subsequent Receivables to the Indenture Trustee on the related Funding Date. (vii) The Funding Period shall not have terminated. (viii) Each of the Contributor and the Depositor shall, at its own expense, on or prior to the Funding Date, Date indicate in its computer files that the related Subsequent Receivables have been sold to the Issuer shall deliver, or cause pursuant to be delivered, the Sale and Servicing Agreement and the related Contributor Assignment and Depositor Assignment and Granted to the Indenture Trustee, the Servicer and the Note Insurer the following: (1) the Schedule of Receivables delivered by the Seller for such Funding Date; and (2) a Joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C heretoTrustee pursuant to this Indenture. (dix) Upon satisfaction No selection procedures adverse to the interests of the above requirements, Noteholders shall have been utilized in selecting the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal Subsequent Receivables. (x) The related Subsequent Transfer shall not result in a material adverse tax consequence to the Receivables Purchase Price for Issuer or the Subsequent Receivables acquired on such Funding Date Noteholders. (xi) Each of the Contributor and the Depositor shall forward such funds (less amounts have taken any action required to be deposited into maintain the Reserve Account as described below) to the Seller (or to COAF on behalf first priority perfected ownership interest of the Seller) or its designee, in cash by federal wire transfer funds, pursuant to the written directions provided to Issuer and the Indenture Trustee in the Notice of Trust Estate. (xii) On or before such Funding Date. The Indenture Trustee, on behalf Date (other than any Funding Date occurring prior to the delivery of the SellerHedge Agreement(s) as required by Section 3.15 hereof), the Issuer shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, have executed one or more Hedge Agreements with an aggregate notional amount equal to the Subsequent Reserve Account Deposit Amount for Note Principal Balance after taking into consideration the Additional Note Principal Balance to be advanced by the Noteholders on such Funding Date. (xiii) On or before such Funding Date, each of the Contributor, the Depositor and the Issuer shall have provided any other information reasonably requested by the Agent, the Noteholders or the Indenture Trustee with respect to any Subsequent Receivables.

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from COAF the Originator pursuant to the Purchase Contribution Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer[; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without the consent of the Note Insurer]; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred Assets. (c) The following procedures shall be followed to effect a Funding Event: (i) COAF Santander Consumer will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF Santander Consumer is not the Servicer) the Receivables Contract File (except for the Certificate of Title or application for the Certificate of Title which it will retain possession of pursuant to Section 2.4) with respect to each Subsequent Receivable;Contract. (ii) At least three five (35) days prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee[, the Insurer] and the Servicer and the Note Insurer a Notice of Funding Date (substantially in the form of Exhibit A hereto);; and (iii) On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee[, the Servicer Insurer] and the Note Insurer Servicer the following: (1) the Schedule of Receivables Contracts delivered by the Seller for such Funding Date; and (2) a Joint Officer’s Certificate of COAFSantander Consumer, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Contracts Purchase Price for the Subsequent Receivables Contracts acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for On such Funding Date, the Seller shall fund the Reserve Amount in amount sufficient to cause the Reserve Amount to equal Subsequent Reserve Amount. Such funding can be accomplished either by (i) depositing cash in the Reserve Account, (ii) causing a Reserve Account Letter of Credit to be issued, or (iii) utilizing any combination of clauses (i) and (ii).

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such have acquired the related Subsequent Transferred Purchased Assets from COAF pursuant to the Purchase Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured PartiesHolders of the Notes and the Swap Counterparty. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without if the consent effect of such acquisition would be to (i) reduce the weighted average contract rate of the Note Insurer; providedReceivables included in the Transferred Assets to less than 5.20%, however, that (ii) increase the giving or withholding of such consent shall be based solely on the characteristics weighted average remaining term to maturity of the Subsequent Receivables included in the Transferred Assets to greater than 58 months or (iii) increase the portion of the Receivables included in relation the Transferred Assets due from Obligors having a billing address in any given state to a level greater than 10% of the Initial Transferred Assetsaggregate Principal Balance of the Receivables (except with respect to California). (c) The following procedures shall be followed to effect a Funding Event: (i) COAF will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF is not the Servicer) the Receivables File Receivable Files with respect to each Subsequent Receivable;. (ii) At least three (3) days prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer a Notice of Funding Date (substantially in the form of Exhibit A hereto); (iii) On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, Trustee and the Servicer and the Note Insurer the following: (1) a Notice of Funding Date (substantially in the form of Exhibit A hereto) with the related Schedule of Receivables delivered by the Seller for such Funding Datewith respect thereto; and (2) a Joint joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable any Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, funds pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.

Funding Events. (a) A funding event (each, each a “"Funding Event”") shall occur upon a Funding Date and in accordance with the requirements of this SectionSection 3.08. (b) During the Funding Period, the Issuer Seller shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets Additional Receivables at the Receivables Cash Purchase Price from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from COAF Aegis Finance pursuant to the Purchase AgreementAgreement with moneys deposited in the Funding Account on the Closing Date. The Seller shall transfer to the Trustee the Additional Receivables and the other property and rights related thereto described in Section 2.01(b) and (ii) Grant all only upon satisfaction of each of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets following conditions on or prior to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-related Funding Account without the consent of the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred Assets. (c) The following procedures shall be followed to effect a Funding EventDate: (i) COAF On or before the related Cutoff Date immediately preceding any Funding Date for the Additional Receivables, the Seller will review, package and forward to the Trustee for receipt by not less than two Business Days prior to the Funding Date (each, a "Delivery Date"), the following documents related to such Additional Receivables: (A) Original retail installment sales contracts evidencing such Receivables and any amendments thereto; (B) Original certificates of title, or cause copies of dealer blanket guarantees of title, or applications for title to the related Financed Vehicles; (C) With respect to Receivables covered by a Risk Default Insurance Policy, an endorsement to the Risk Default Insurance Policy confirming insurance regarding each Receivable to be packaged and forwarded purchased on such Funding Date (as specified on a master list of Receivables annexed to such endorsement); (D) A list of Receivables being purchased on such Funding Date in electronic format satisfactory to the Servicer Trustee; and (E) A notice that the Funding Date will occur on the Friday immediately following the Delivery Date (or such other day as specified in the event that COAF is not the Servicer) the Receivables File with respect to each Subsequent Receivable;such notice). (ii) At least three (3) days prior to By the Funding Delivery Date, the Issuer Seller shall deliver, or cause to be delivered, to the Indenture TrusteeTrustee (with a copy to Seller's counsel), the Servicer and the Note Insurer a Notice of Funding Date fully executed documents as follows: (substantially A) Assignment (in the form of Exhibit A hereto); (iii) On or prior to the Funding Date, the Issuer shall deliver, or cause Purchase Agreement) with Schedule A attached listing all Receivables to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer the following: (1) the Schedule of Receivables delivered by the Seller for sold on such Funding Date; and (2) a Joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.;

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from COAF pursuant to the Purchase Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without the consent of the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred Assets. (c) The following procedures shall be followed to effect a Funding Event: (i) COAF will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF is not the Servicer) the Receivables File with respect to each Subsequent Receivable;. (ii) At least three (3) days prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer a Notice of Funding Date (substantially in the form of Exhibit A hereto); (iii) On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer the following: (1) a Notice of Funding Date (substantially in the form of Exhibit A hereto) with the related Schedule of Receivables delivered by the Seller for such Funding Datewith respect thereto; and (2) a Joint joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such 5 Sale and Servicing Agreement (2006-1) have acquired the related Subsequent Transferred Purchased Assets from COAF pursuant to the Purchase Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured PartiesHolders of the Notes. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without if the consent effect of such acquisition would be to (i) reduce the weighted average contract rate of the Note Insurer; providedReceivables included in the Transferred Assets to less than 6.98%, however, that (ii) increase the giving or withholding of such consent shall be based solely on the characteristics weighted average remaining term to maturity of the Subsequent Receivables included in the Transferred Assets to greater than 58 months or (iii) increase the portion of the Receivables included in relation the Transferred Assets due from Obligors having a billing address in any given state to a level greater than 10% of the Initial Transferred Assetsaggregate Principal Balance of the Receivables (except with respect to California). (c) The following procedures shall be followed to effect a Funding Event: (i) COAF will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF is not the Servicer) the Receivables File Receivable Files with respect to each Subsequent Receivable;. (ii) At least three (3) days prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer a Notice of Funding Date (substantially in the form of Exhibit A hereto); (iii) On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, Trustee and the Servicer and the Note Insurer the following: (1) a Notice of Funding Date (substantially in the form of Exhibit A hereto) with the related Schedule of Receivables delivered by the Seller for such Funding Datewith respect thereto; and (2) a Joint joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, funds pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.

Funding Events. (a) A funding event In connection with any Subsequent Transfer upon a Funding Date, the following conditions must be satisfied: (i) The Contributor shall have forwarded or caused to be forwarded to the Custodian for receipt at least one (1) Business Day preceding such Funding Date (each, a “Funding EventDelivery Date”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period), the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from COAF pursuant Custodian Files related to the Purchase Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, Subsequent Receivables to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that and Granted on such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without the consent of the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred AssetsDate. (c) The following procedures shall be followed to effect a Funding Event: (i) COAF will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF is not the Servicer) the Receivables File with respect to each Subsequent Receivable; (ii) At least three (3) days On or prior to the such Funding Date, the Issuer shall deliverhave delivered, or cause caused to be delivered, to the Indenture Trustee, the Servicer Agent and the Note Insurer Custodian, the following: (A) a duly executed Contributor Assignment and a duly executed Depositor Assignment with respect to the related Subsequent Receivables; (B) an executed Notice of Funding relating to such Subsequent Transfer together with an electronic transmission of the information on the related Subsequent Receivables in a format acceptable to each of the Indenture Trustee, and the Agent and any other information reasonably requested by the Indenture Trustee or the Agent with respect to the Subsequent Receivables shall have been delivered at least one (1) Business Day prior to the Funding Date; (C) an executed Funding Certificate relating to such Subsequent Transfer together with a Schedule of Receivables; and (D) Opinions of Counsel in form and substance satisfactory to the Indenture Trustee and the Agent, with respect to certain corporate, security interest and bankruptcy matters with respect to the Subsequent Receivables; provided, however, that if the opinions delivered on the Initial Closing Date (substantially in or the form Restatement Date cover such matters with respect to the Subsequent Receivables, then no such Opinions of Exhibit A hereto);Counsel need be delivered on such Funding Date. (iii) On After the acquisition by the Issuer of the related Subsequent Receivables (with each Receivable Balance or APR for any Receivable measured as of its related Cutoff Date) the Collateral Test Amount is not less than zero (0), and each of the representations and warranties set forth in Part II of each of the Schedule of Representations attached as Schedule II to the Contribution Agreement and the Schedule of Representations attached as Schedule III to the Sale and Servicing Agreement shall be true and correct on the Cutoff Date related to such Funding Date. (iv) No Default, Event of Default, Servicer Event of Default or Termination Event shall have occurred. (v) The Servicer shall have deposited in the Collection Account all Collections received by the Servicer in respect of the related Subsequent Receivables since the related Cutoff Date. (vi) The Funding Period shall not have terminated. (vii) Each of the Contributor and the Depositor shall have, at its own expense, on or prior to the Funding Date indicated in its files that the related Subsequent Receivables have been sold to the Issuer pursuant to the Sale and Servicing Agreement and the related Contributor Assignment and Depositor Assignment and Granted to the Indenture Trustee pursuant to this Indenture. Further, the Contributor shall have indicated in its computer files that such Subsequent Receivables are owned by the Issuer. (viii) No selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting the Subsequent Receivables. (ix) The related Subsequent Transfer shall not result in a material adverse tax consequence to the Issuer or the Noteholders. (x) Each of the Contributor and the Depositor shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer and the Indenture Trustee in the Trust Estate. (xi) On or before such Funding Date, the Issuer shall deliver, have executed one or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer the following: (1) the Schedule of Receivables delivered by the Seller for such Funding Date; and (2) a Joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute more Hedge Agreements with an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an aggregate notional amount equal to the Receivables Purchase Price for Note Principal Balance after taking into consideration the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required Additional Note Principal Balance to be deposited into advanced by the Reserve Account as described below) to the Seller (or to COAF Noteholders on behalf of the Seller) or its designee, in cash by federal wire transfer funds, pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such have acquired the related Subsequent Transferred Purchased Assets from COAF pursuant to the Purchase Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured PartiesHolders of the Notes. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without if the consent effect of such acquisition would be to (i) reduce the weighted average contract rate of the Note Insurer; providedReceivables included in the Transferred Assets to less than 7.54%, however, that (ii) increase the giving or withholding of such consent shall be based solely on the characteristics weighted average remaining term to maturity of the Subsequent Receivables included in the Transferred Assets to greater than 55 months or (iii) increase the portion of the Receivables included in relation the Transferred Assets due from Obligors having a billing address in any given state to a level greater than 10% of the Initial Transferred Assetsaggregate Principal Balance of the Receivables (except with respect to California). (c) The following procedures shall be followed to effect a Funding Event: (i) COAF will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF is not the Servicer) the Receivables File Receivable Files with respect to each Subsequent Receivable;. (ii) At least three (3) days prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, Trustee and the Servicer and the Note Insurer a Notice of Funding Date (substantially in the form of Exhibit A hereto); (iii) On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, Trustee and the Servicer and the Note Insurer the following: (1) the Schedule of Receivables delivered by the Seller for such Funding Date; and (2) a Joint joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, funds pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.

Funding Events. (a) A funding event (each, each a “"Funding Event”") shall occur upon a Funding Date and in accordance with the requirements of this SectionSection 2.16. (b) During the Pre-Funding Period, the Issuer Owner Trustee shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets Receivables from the Seller pursuant to Section 2.1(b) the Sale and Servicing Agreement (and the Seller shall acquire such Subsequent Transferred Assets Receivables from COAF M&I Bank pursuant to the Purchase Agreement) and (ii) Grant all of the Issuer’s Owner Trustee's right, title and interest in, in and to and under such Subsequent Transferred Assets Receivables and related items of the Trust Property to the Indenture Trustee for the benefit of the Indenture Secured PartiesHolders of the Notes. Such Subsequent Transferred Assets Receivables shall be acquired at the option of the Issuer Owner Trustee upon instruction from the Servicer; provided that such Subsequent Transferred Assets Receivables may not be acquired through the Pre-Funding Account without if the consent effect of such acquisition would be to (i) reduce the weighted average annual percentage rate of the Note Insurer; providedoverall Receivables Pool to less than 7.00%, however, that (ii) increase the giving or withholding of such consent shall be based solely on the characteristics weighted average remaining term to maturity of the Subsequent Transferred Assets overall Receivables Pool to greater than 60 months or (iii) increase the portion of the overall Receivables Pool due from Obligors having a billing address in relation any given state to a level greater than 10% of the Initial Transferred Assetsaggregate Principal Balance of the Receivables (except with respect to Wisconsin and Minnesota). (c) The following procedures shall be followed to effect a Funding Event: (i) COAF M&I Bank will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF is not the Servicer) Custodian the Receivables File with respect to each Subsequent Receivable;. (ii) At least three (3) days prior to By the Funding Date, the Issuer Owner Trustee shall deliver, or cause to be delivered, to the Indenture TrusteeTrustee and the Custodian, the Servicer and the Note Insurer a following: (A) Notice of Funding Date (substantially in the form of Exhibit A C hereto); (iii) On or prior to with the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer the following: (1) the related Schedule of Receivables delivered by the Seller for such Funding Date; andwith respect thereto; (2B) a Officer's Certificate of the Servicer (in the form attached as Exhibit B to the Sale and Servicing Agreement); (C) Joint Officer’s 's Certificate of COAFM&I Bank, the Seller and the Issuer Owner Trustee (substantially in the form of Exhibit B D hereto); and; (ivD) On Copies of Financing Statements and/or Termination Statements; (E) With respect to the final Funding DateDate only, Officer's Certificates of the Owner Trustee, the Seller and M&I Bank (in the Issuer shall execute an Assignment form Exhibit E hereto); (F) With respect to the final Funding Date only, a letter substantially in the forms of the drafts to which the Underwriters previously agreed and otherwise in form of Exhibit C heretoand substance satisfactory to the Underwriters and Deloitte & Touche. (diii) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account Account, from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such have acquired the related Subsequent Transferred Purchased Assets from COAF pursuant to the Purchase Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured PartiesHolders of the Notes and the Swap Counterparty. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without if the consent effect of such acquisition would be to (i) reduce the weighted average contract rate of the Note Insurer; providedReceivables included in the Transferred Assets to less than 7.54%, however, that (ii) increase the giving or withholding of such consent shall be based solely on the characteristics weighted average remaining term to maturity of the Subsequent Receivables included in the Transferred Assets to greater than 55 months or (iii) increase the portion of the Receivables included in relation the Transferred Assets due from Obligors having a billing address in any given state to a level greater than 10% of the Initial Transferred Assetsaggregate Principal Balance of the Receivables (except with respect to California). (c) The following procedures shall be followed to effect a Funding Event: (i) COAF will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF is not the Servicer) the Receivables File Receivable Files with respect to each Subsequent Receivable;. (ii) At least three (3) days prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, Trustee and the Servicer and the Note Insurer a Notice of Funding Date (substantially in the form of Exhibit A hereto); (iii) On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, Trustee and the Servicer and the Note Insurer the following: (1) the Schedule of Receivables delivered by the Seller for such Funding Date; and (2) a Joint joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer funds, funds pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding Date.

Funding Events. (a) A funding event (each, each a “"Funding Event”") shall occur upon a Funding Date and in accordance with the requirements of this SectionSection 2.16. (b) During the Funding Period, the Issuer Owner Trustee shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets Receivables from the Seller pursuant to Section 2.1(b) the Contribution Agreement (and the Seller shall acquire such Subsequent Transferred Assets Receivables from COAF the Transferor pursuant to the Purchase Transfer and Assignment Agreement) and (ii) Grant all of the Issuer’s Owner Trustee's right, title and interest in, in and to and under such Subsequent Transferred Assets Receivables and related items of the Trust Property to the Indenture Trustee for the benefit of the Indenture Secured PartiesHolders of the Notes and the Swap Counterparty and, subject to the provisions hereof, for the benefit of the Note Insurer. Such Subsequent Transferred Assets Receivables shall be acquired at the option of the Issuer Owner Trustee upon instruction from the Servicer; provided that . The following procedures shall be followed to effect a Funding Event: (i) The Transferor will package and forward or cause to be packaged and forwarded to the Custodian or its bailee for receipt within two (2) Business Days preceding the applicable Funding Date (each, a "Delivery Date") the following documents for the Subsequent Receivables to be acquired: (A) the sole original executed retail installment contract and security agreement evidencing each such Subsequent Transferred Assets may Receivable; and (B) the Certificate of Title for each Financed Vehicle, or, in the case of a recently originated loan for which COAF has not yet received a definitive certificate of title or other evidence of lien from the applicable Department of Motor Vehicles ("DMV"), a copy of a properly completed and signed application to such DMV requesting the issuance of a certificate of title or other evidence (including electronic titling) of lien noting COAF's (or, in the case of a Referral Receivable, the applicable Referral Originator's) position as lienholder. (ii) By the Funding Date, the Owner Trustee shall deliver, or cause to be delivered, to the Indenture Trustee, the Custodian and the Note Insurer, the following: (A) Assignment of the Transferor (in the form of Exhibit A to the Transfer and Assignment Agreement) with the Schedule of Receivables attached to such Assignment; (B) Certificate of Delivery (in the form of Exhibit D to the Transfer and Assignment Agreement); (C) Assignment of the Seller (in the form of Exhibit A to the Contribution Agreement); (D) Assignment of the Owner Trustee (in the form of Exhibit D hereto); (E) Notice of Funding (in the form of Exhibit E hereto); (F) Officer's Certificate (in the form of Exhibit F hereto); (G) With respect to the final Funding Date only, Officer's Certificates of the Owner Trustee, the Transferor and the Servicer substantially in the form of the Officer's Certificates described in Section 2.11(c), (d), (e), and (f) hereof; (H) With respect to the final Funding Date only, an Opinion or Opinions of Counsel addressed to the Indenture Trustee and the Note Insurer, in form and substance satisfactory to the Indenture Trustee and the Note Insurer, with respect to UCC perfection issues, the enforceability of the assignments executed in connection with respect to the Subsequent Receivables and tax matters regarding the Notes either (i) stating that the opinions delivered on the Closing Date pursuant to Section 2.11(b) hereof remain in full force and effect or (ii) otherwise in form and substance similar to the Opinions delivered on the Closing Date; (I) Copies of Financing Statements and/or Termination Statements; (J) With respect to each Funding Date, a Receivables Characteristics report substantially in the form of Exhibit G-2 hereto with respect to all Receivables acquired through on and prior to such Funding Date (to the Pre-Note Insurer three days prior to such Funding Account without the Date); and (K) With respect to each Funding Date, consent of the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics credit quality of the Subsequent Transferred Assets subsequent Receivables Pool in relation to the Initial Transferred Assetsinitial Receivables Pool. (ciii) The following procedures Custodian shall be followed to effect a Funding Event: (i) COAF will package and forward within 180 days after the Closing Date or cause to be packaged and forwarded to the Servicer (in the event that COAF is not the Servicer) the Receivables File with respect to each Subsequent Receivable; (ii) At least three (3) days prior to the Funding Date, as the Issuer shall delivercase may be, (A) confirm receipt of the documents listed in Section 2.16(b)(ii); and (B) acknowledge receipt but have no duty to confirm the contents of the documents listed in Section 2.16(b)(i) above. Only those Subsequent Receivables for which the documents listed in Section 2.16(b)(i) and (ii) are delivered to the Custodian on or cause before the Delivery Date and Funding Date, respectively, will be included in the Funding Event. (iv) The Owner Trustee will forward to the Note Insurer, the Rating Agencies, the Servicer, the Class B Noteholders and the Seller via facsimile on the Funding Date, followed by overnight courier to be delivered, to received by the Indenture TrusteeNote Insurer, the Servicer and the Note Insurer a Notice Seller, copies of Funding Date (substantially the documents specified in the form of Exhibit A heretoSection 2.16(b)(ii); (iii) On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer the following: (1) the Schedule of Receivables delivered by the Seller for such Funding Date; and (2) a Joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (dv) Upon satisfaction of the above requirementsrequirements with respect to events to occur on or before 2:00 p.m. CST or CDT, as applicable, on the Funding Date, the Indenture Trustee will, on the applicable Funding Date, withdraw funds from the Pre-Funding Account in an amount equal to the Receivables Purchase Price for of the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF the Transferor on behalf of the Seller) or its designee, in cash by federal wire transfer funds, pursuant to the written directions provided to the Indenture Trustee in the Notice of Funding Date. Funding. (vi) The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account Fund, from amounts which would otherwise be released to the Seller from the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Fund Deposit Amount for such Funding Date. (c) Any funds on deposit in the Pre-Funding Account after the termination of the Funding Period (excluding investment earnings and income) shall be used for the purpose of reducing the Aggregate Outstanding Principal Balance of the Class A Notes and the Class B Notes in accordance with Section 5.05(c) hereof. Any amounts payable to the Holders of the Class A Notes and the Class B Notes from the remaining balance in the Pre-Funding Account shall be paid on the Payment Date immediately following the termination of the Funding Period.

Funding Events. (a) A funding event (eachFunding shall take place on the Funding Date, a “Funding Event”) or at such other place as the Parties may agree. The Portion of Subscription Price shall occur upon a Funding Date and in accordance with the requirements of this Sectionbe retained as advance against Shares, until Completion. (b) During the Funding PeriodSimultaneously upon Funding, the Issuer shallprovisions of Clauses 3 (Conditions subsequent to Completion), on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b4.1(e) (Voting), 4.1(g) (Meeting and Minutes of Board Meeting), 4.1(h) (Notice), 4.1(i) (Quorum), 4.1(j) (Determination of Quorum), 4.1(k) (Resolution by Circulation), 4.2 (Management and other Committees), 4.3 (Rights of the Investor), 4.4 (Veto Rights, to the extent of meetings of the Board) (subject to Clause 4(e) herein) and 5 (Dividend Policy) of the Shareholders Agreement shall become effective and the Seller shall acquire such Subsequent Transferred Assets from COAF pursuant to Promoters and the Purchase Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets Company shall be acquired at bound by the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without the consent of the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred Assetsterms contained therein. (c) The following procedures Promoters and the Company shall not propose any resolution at a Shareholders Meeting, if such resolution has not been approved by the director nominated by the Investor at a meeting of the Board. (d) Until Completion under this Agreement, the Promoters shall not be entitled to Transfer all or any part of their Shareholding to any Person. Approval of the director nominated by the Investor shall be followed required for passing any resolution which will have the effect of changing the signatories to effect a Funding Event:the Existing Accounts or the Account and for opening any account with any bank. (ie) COAF will package The Parties agree that where a resolution for allotment of shares in favour of the Investor is proposed by the director nominated by the Investor, the Promoters shall (if they are also Directors) / cause the directors nominated by them on the Board, to vote in favour of the resolution. (f) A meeting of the shareholders shall be convened and forward or cause to a special resolution shall be packaged and forwarded passed approving amendment to the Servicer (Articles of Association, to give effect to the matters set out in the event that COAF is not the Servicer) the Receivables File with respect to each Subsequent Receivable;this Agreement. (iig) At least three (3) days prior to The Promoters agree and acknowledge that until Funding, they are in complete control over the Funding Date, affairs of the Issuer shall deliver, or cause to be deliveredCompany and undertake that they shall, to the Indenture Trusteeextent within their power and control, cause the Company to fulfill all its obligations hereunder so as to ensure that the covenants set forth in this Agreement are fulfilled by such dates as specified in this Agreement. To secure the performance of the obligations of the Promoters and the Company as set out in this Agreement, the Servicer and Promoters shall create a pledge on the Note Insurer a Notice Promoter Shares in favour of the Investor or any Person nominated by it. For such purpose, the Promoters shall on the Funding Date or any date thereafter, and if required, with the approval of the regulatory authorities, if required, deliver the following documents to the Investor, or his representative/nominee: · Original certificates evidencing right, title and interest to the Promoter Shares; · Undated share transfer forms signed by the Promoters in favour of the Investor; · A duly stamped, irrevocable power of attorney (substantially in the form of Exhibit A hereto); (iiiand content as specified in Schedule 2hereof) On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Note Insurer the following: (1) the Schedule of Receivables delivered by the Seller for such Funding Date; and (2) a Joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C hereto. (d) Upon satisfaction of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal to the Receivables Purchase Price for the Subsequent Receivables acquired on such Funding Date and shall forward such funds (less amounts required to be deposited into the Reserve Account as described below) to the Seller (or to COAF on behalf of the Seller) or its designee, in cash by federal wire transfer fundseach Promoter, pursuant to which each Promoter permits the written directions provided Investor to take all necessary action and sign all necessary documents, letters, undertakings etc. as may be required so as to effect a transfer of the Promoter Shares to the Indenture Trustee Investor or any of his nominees, as the case may be, and be registered as a ‘member’ in the Notice of Funding Date. The Indenture Trustee, on behalf respect of the Seller, shall deposit into Promoter Shares; · the Reserve Account from amounts which would otherwise be released to shareholding pattern of the Seller from Company after the Pre-Funding Account, an amount equal to exercise of the Subsequent Reserve Account Deposit Amount for such Funding Datepledge by the Investor.

Funding Events. (a) A funding event On the Closing Date and in connection with any Subsequent Transfer upon a Funding Date, the following conditions must be satisfied: (i) The Contributor shall have forwarded or caused to be forwarded to the Custodian for receipt at least two (2) Business Days preceding such Funding Date (each, a “Funding EventDelivery Date”) shall occur upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period), the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from COAF pursuant Custodian Files related to the Purchase Agreement) Subsequent Receivables to be acquired and (ii) Grant all of Granted on such Funding Date, the Custodian shall have delivered to the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee and the Agent an executed Certification for the benefit of such Custodian Files and the Indenture Secured Parties. Such Subsequent Transferred Assets Trustee shall be acquired at the option of the Issuer upon instruction from have delivered to the Servicer; provided that such Subsequent Transferred Assets may not be acquired through , the Pre-Funding Account without Issuer, the consent of Agent and the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred AssetsCustodian an executed Acknowledgement. (c) The following procedures shall be followed to effect a Funding Event: (i) COAF will package and forward or cause to be packaged and forwarded to the Servicer (in the event that COAF is not the Servicer) the Receivables File with respect to each Subsequent Receivable; (ii) At least three (3) days On or prior to the such Funding Date, the Issuer shall deliverhave delivered, or cause caused to be delivered, to the Indenture Trustee, the Servicer Agent and the Note Insurer Custodian, the following: (A) a duly executed Contributor Assignment and a duly executed Depositor Assignment with respect to the related Subsequent Receivables; (B) an executed Notice of Funding relating to such Subsequent Transfer together with an electronic transmission of the information on the related Subsequent Receivables in a format acceptable to each of the Indenture Trustee, and the Agent and any other information reasonably requested by the Indenture Trustee or the Agent with respect to the Subsequent Receivables shall have been delivered at least two (2) Business Days prior to the Funding Date; (C) an executed Funding Certificate relating to such Subsequent Transfer together with a Schedule of Receivables; and (D) Opinions of Counsel in form and substance satisfactory to the Indenture Trustee and the Agent, with respect to certain corporate, security interest and bankruptcy matters with respect to the Subsequent Receivables; provided, however, that if the opinions delivered on the Closing Date (substantially in cover such matters with respect to the form Subsequent Receivables, then no such Opinions of Exhibit A hereto);Counsel need be delivered on such Funding Date. (iii) On After the acquisition by the Issuer of the related Subsequent Receivables (with each Receivable Balance or APR for any Receivable measured as of its related Cutoff Date) the Collateral Test Amount is not less than zero (0), and each of the representations and warranties set forth in Section 3.02(a)(xxv) of the Sale and Servicing Agreement shall be true and correct on the Cutoff Date related to such Funding Date. (iv) No Default, Event of Default, Servicer Event of Default or Termination Event shall have occurred. (v) The Servicer shall have deposited in the Collection Account all Collections received by the Servicer in respect of the related Subsequent Receivables since the related Cutoff Date. (vi) Each of the Issuer, the Contributor and the Depositor shall have certified that as of such Funding Date, (A) no such Person shall be insolvent or become insolvent as a result of the transfer of Subsequent Receivables on such Funding Date, (B) no such Person shall intend to incur or believe that it shall incur debts that would be beyond its ability to pay as such debts mature, (C) such Subsequent Transfer shall not have been made with actual intent to hinder, delay or defraud any Person, (D) the assets of each such Person shall not constitute unreasonably small capital to carry out its respective business as conducted and (E) no such Person received less than a reasonably equivalent value in exchange for the conveyance of the Subsequent Receivables by the Contributor to the Depositor and the conveyance by the Depositor to the Issuer and the Grant of such Subsequent Receivables to the Indenture Trustee on the related Funding Date. (vii) The Funding Period shall not have terminated. (viii) Each of the Contributor and the Depositor shall, at its own expense, on or prior to the Funding Date, Date indicate in its computer files that the related Subsequent Receivables have been sold to the Issuer shall deliver, or cause pursuant to be delivered, the Sale and Servicing Agreement and the related Contributor Assignment and Depositor Assignment and Granted to the Indenture Trustee, the Servicer and the Note Insurer the following: (1) the Schedule of Receivables delivered by the Seller for such Funding Date; and (2) a Joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C heretoTrustee pursuant to this Indenture. (dix) Upon satisfaction No selection procedures adverse to the interests of the above requirements, Noteholders shall have been utilized in selecting the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal Subsequent Receivables. (x) The related Subsequent Transfer shall not result in a material adverse tax consequence to the Receivables Purchase Price for Issuer or the Subsequent Receivables acquired on such Funding Date Noteholders. (xi) Each of the Contributor and the Depositor shall forward such funds (less amounts have taken any action required to be deposited into maintain the Reserve Account as described below) to the Seller (or to COAF on behalf first priority perfected ownership interest of the Seller) or its designee, in cash by federal wire transfer funds, pursuant to the written directions provided to Issuer and the Indenture Trustee in the Notice of Trust Estate. (xii) On or before such Funding Date. The Indenture Trustee, on behalf Date (other than any Funding Date occurring prior to the delivery of the SellerHedge Agreement(s) as required by Section 3.15 hereof), the Issuer shall deposit into the Reserve Account from amounts which would otherwise be released to the Seller from the Pre-Funding Account, have executed one or more Hedge Agreements with an aggregate notional amount equal to the Subsequent Reserve Account Deposit Amount for Note Principal Balance after taking into consideration the Additional Note Principal Balance to be advanced by the Noteholders on such Funding Date. (xiii) On or before such Funding Date, each of the Contributor, the Depositor and the Issuer shall have provided any other information reasonably requested by the Agent, the Noteholders or the Indenture Trustee with respect to any Subsequent Receivables.

Funding Events. (a) A funding event (each, a “Funding Event”) shall occur The Issuer may acquire Solar Loans during the Prefunding Period only upon a Funding Date and in accordance with the requirements of this Section. (b) During the Funding Period, the Issuer shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall acquire such Subsequent Transferred Assets from COAF pursuant to the Purchase Agreement) and (ii) Grant all satisfaction of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets shall be acquired at the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without the consent of the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred Assets. (c) The following procedures shall be followed to effect a Funding Eventconditions: (i) COAF will package and forward On or cause to be packaged and forwarded to the Servicer (in the event that COAF is not the Servicer) the Receivables File with respect prior to each Subsequent Receivable; (ii) At least three (3) days prior to the Funding Transfer Date, the Issuer shall deliverhave delivered, or cause caused to be delivered, to the Indenture Trustee, the Servicer and following: (A) a duly executed Subsequent Solar Loan Assignment with respect to the Note Insurer a related Subsequent Solar Loans; (B) an executed Prefunding Notice of Funding Date (substantially in the form of Exhibit A hereto);F relating to such Subsequent Solar Loan Transfer together with an electronic transmission of an updated Schedule of Solar Loans in a format acceptable to the Indenture Trustee shall have been delivered at least five Business Days prior to such Transfer Date; and (iiiC) a Prefunding Certificate in the form of Exhibit E executed by an Authorized Officer of the Issuer relating to such Subsequent Solar Loan Transfer attaching an updated Schedule of Solar Loans. (ii) On or prior to the Funding each Transfer Date, the Issuer Custodian shall deliver, or cause to be delivered, have delivered to the Indenture Trustee, the Servicer Issuer and the Note Insurer the following:Indenture Trustee an executed Transfer Date Certification. (1iii) the Schedule No Event of Receivables delivered Default shall have occurred and be continuing or would be caused by the Seller for such Funding Date; and (2) a Joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); andSubsequent Solar Loan Transfer. (iv) On the Funding Date, the Seller and the Issuer The Servicer shall execute an Assignment substantially have deposited in the form Collection Account all collections received by the Servicer in respect of Exhibit C heretothe related Subsequent Solar Loans since the related Cut-Off Date (other than Obligor Security Deposits received from an Obligor, which will be deposited by the Servicer into the Obligor Security Deposit Account). (dv) The Prefunding Period Termination Date shall not have occurred. (vi) The Issuer shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer and the Indenture Trustee in the Trust Estate (including the related Subsequent Solar Loans and any rights related thereto). (vii) If the Reserve Account Required Balance exceeds the amount on deposit in the Reserve Account as of such Transfer Date, an amount equal to such difference shall have been deposited into the Reserve Account. (viii) The Section 25D Account Required Amount, if any, for each related Subsequent Solar Loan shall have been deposited into the Section 25D Interest Account. (b) Upon satisfaction receipt of the above requirementsa Prefunding Notice, the Indenture Trustee will, on the applicable Funding Date, shall (i) withdraw funds from the Pre-Funding Prefunding Account in an amount equal to the Receivables Purchase Price for lesser of (x) the product of the aggregate Cut-Off Date Solar Loan Balance of the Subsequent Receivables Solar Loans acquired on such Funding Transfer Date and shall the Initial Advance Rate and (y) the amount then on deposit in the Prefunding Account (such amount, the "Subsequent Solar Loan Prefunding Withdrawal Amount") and (ii) forward such funds (less amounts required to be deposited into or at the Reserve Account as described below) to the Seller (or to COAF on behalf direction of the Seller) or its designeeDepositor on such Transfer Date, in cash by federal wire transfer funds, in each case solely pursuant to the written directions provided to the Indenture Trustee in the Notice Prefunding Notice. For the avoidance of Funding Date. The doubt, the Indenture Trustee, on behalf of the Seller, Trustee shall deposit into the Reserve Account from amounts which would otherwise be released have no obligation to the Seller from the Pre-Funding Account, an amount equal to calculate the Subsequent Reserve Account Deposit Amount for such Funding DateSolar Loan Prefunding Withdrawal Amount.

Funding Events. (a) A funding event (eachFunding of the first tranche shall take place on the Funding Date, a “Funding Event”) or at such other place as the Parties may agree. The Portion of Subscription Price shall occur upon a Funding Date and in accordance with the requirements of this Sectionbe retained as advance against Shares, until Completion. (b) During the Funding PeriodSimultaneously upon Funding, the Issuer shallprovisions of Clauses 3 (Conditions subsequent to Completion), on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b4.1(d) (Alternate Directors) 4.1(g) (Meeting and Minutes of Board Meeting), 4.1(h) (Notice), 4.1(i) (Quorum), 4.1(j) (Determination of Quorum), 4.1(k) (Resolution by Circulation), 4.2 (Committees), 4.3 (Rights of the Investor) and 5 (Dividend Policy) of the Shareholders Agreement shall become effective and the Seller shall acquire such Subsequent Transferred Assets from COAF pursuant to Promoters and the Purchase Agreement) and (ii) Grant all of the Issuer’s right, title and interest in, to and under such Subsequent Transferred Assets to the Indenture Trustee for the benefit of the Indenture Secured Parties. Such Subsequent Transferred Assets Company shall be acquired at bound by the option of the Issuer upon instruction from the Servicer; provided that such Subsequent Transferred Assets may not be acquired through the Pre-Funding Account without the consent of the Note Insurer; provided, however, that the giving or withholding of such consent shall be based solely on the characteristics of the Subsequent Transferred Assets in relation to the Initial Transferred Assetsterms contained therein. (c) The following procedures Promoters and the Company shall not propose any resolution at a Shareholders Meeting, if such resolution has not been approved by the director nominated by the Investor, at a meeting of the Board. (d) Until Completion under this Amendment Agreement, the Promoters shall not be entitled to Transfer all or any part of their Shareholding to any Person. (e) The Parties agree that where a resolution for allotment of shares in favour of the Investor is proposed by the director nominated by the Investor, the Promoters shall (if they are also Directors) / cause the directors nominated by them on the Board, to vote in favour of the resolution. (f) A meeting of the shareholders shall be followed convened and a special resolution shall be passed approving amendment to the Articles of Association, to give effect a Funding Event:to the matters set out in this Amendment Agreement. (ig) COAF will package The Promoters agree and forward or cause to be packaged acknowledge that until Funding, they are in complete control over the affairs of the Company and forwarded to the Servicer (in the event undertake that COAF is not the Servicer) the Receivables File with respect to each Subsequent Receivable; (ii) At least three (3) days prior to the Funding Date, the Issuer shall deliver, or cause to be deliveredthey shall, to the Indenture Trusteeextent within their power and control, cause the Company to fulfill all its obligations hereunder so as to ensure that the covenants set forth in this Amendment Agreement are fulfilled by such dates as specified in this Amendment Agreement. To secure the performance of the obligations of the Promoters and the Company as set out in this Amendment Agreement, the Servicer and Promoters shall create a pledge on the Note Insurer a Notice Promoter Shares in favour of the Investor or any Person nominated by it. For such purpose, the Promoters shall on the Funding Date or any date thereafter, and if required, with the approval of the regulatory authorities, deliver the following documents to the Investor, or his representative/nominee: · Original certificates evidencing right, title and interest to the Promoter Shares; · Undated share transfer forms signed by the Promoters in favour of the Investor; · A duly stamped, irrevocable power of attorney (substantially in the form and content as specified in Schedule 2hereof) from each Promoter, pursuant to which each Promoter permits the Investor to take all necessary action and sign all necessary documents, letters, undertakings etc. as may be required so as to effect a transfer of Exhibit A hereto); (iii) On or prior the Promoter Shares to the Funding DateInvestor or any of his nominees, as the Issuer shall delivercase may be, or cause to and be delivered, to registered as a ‘member’ in respect of the Indenture Trustee, Promoter Shares; · the Servicer and shareholding pattern of the Note Insurer Company after the following: (1) exercise of the Schedule of Receivables delivered pledge by the Seller for such Funding Date; and (2) a Joint Officer’s Certificate of COAF, the Seller and the Issuer (substantially in the form of Exhibit B hereto); and (iv) On the Funding Date, the Seller and the Issuer shall execute an Assignment substantially in the form of Exhibit C heretoInvestor. (dh) Upon satisfaction The Promoters unconditionally agree, acknowledge, undertake and confirm that they shall take all necessary action and sign all necessary documents, letters, undertakings etc. as may be required so as to effect a transfer of the above requirements, the Indenture Trustee will, on the applicable Funding Date, withdraw from the Pre-Funding Account an amount equal Promoter Shares to the Receivables Purchase Price for Investor or any of his nominees, as the Subsequent Receivables acquired on such Funding Date case may be, and shall forward such funds (less amounts required to be deposited into the Reserve Account registered as described below) to the Seller (or to COAF on behalf a member inrespect of the SellerPromoter Shares, if called upon by the Investor to do so. (i) or its designeeThe Promoters and the Company agree and acknowledge that the covenants and obligations under Clauses 3 and 4 relate to special, in cash by federal wire transfer fundsunique and extraordinary matters, pursuant to the written directions provided to the Indenture Trustee in the Notice and that a violation of Funding Date. The Indenture Trustee, on behalf any of the Seller, terms of such covenants and obligations will cause the Investor irreparable injury and hence the Investors shall deposit into be entitled to specific performance of the Reserve Account from amounts which would otherwise be released to obligations undertaken by the Seller from Company and/or the Pre-Funding Account, an amount equal to the Subsequent Reserve Account Deposit Amount for such Funding DatePromoters under Clauses 3 and 4.