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, on each Funding Date, the Issuer shall (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall have acquired the related Subsequent Purchased Assets from Santander Consumer 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 Holders 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 if the effect of such acquisition would be to (i) reduce the weighted average Contract Rate of all Subsequent Receivables to less than 16.00%, (ii) reduce the weighted average loss forecasting score of all Subsequent Receivables to less than 557, (iii) increase the weighted average loan-to-value ratio of all Subsequent Receivables to more than 115.00%, (iv) reduce the weighted average FICO® score (at 5 Sale and Servicing Agreement (2013-2) origination) of all Subsequent Receivables to less than 590, (v) increase the weighted average remaining term to maturity of all Subsequent Receivables to greater than 69.71 months, (vi) increase the portion of all Receivables due from Obligors having a billing address in any given state to a level greater than 20% of the Pool Balance or (vii) increase the portion of all Receivables originated by an Originator (other than Santander Consumer) to a level of 1% or more of the Pool Balance. (c) The following procedures shall be followed to effect a Funding Event: (i) Santander Consumer shall package and forward or cause to be packaged and forwarded to the Servicer (in the event that Santander Consumer is not the Servicer) the Receivable Files with respect to each Subsequent Receivable. (ii) At least three (3) 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 Rating Agencies a Notice of Funding Date (substantially in the form of Exhibit E hereto). (iii) By 1:00 PM New York City time on the Business Day prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee and the Servicer a joint Officer’s Certificate of Santander Consumer, the Seller and the Issuer (substantially in the form of Exhibit F hereto). (iv) The Seller shall have delivered to the Issuer the executed Assignment relating to such Funding Event in the form of Exhibit A hereto and the executed Assignment relating to such Funding Event in the form of Exhibit A to the Purchase Agreement. (d) Upon receipt of the deliverables set forth in clauses (ii) and (iii) above, the Indenture Trustee shall, 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 in the next sentence) to the Seller or its designee (which may include Santander Consumer), in cash by federal wire transfer in accordance with the Notice of Funding Date. On the applicable Funding Date, the Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from 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. 6 Sale and Servicing Agreement (2013-2)

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 the Funding DateDates, the Issuer shall (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall have acquired the related Subsequent Purchased Assets from Santander Consumer 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 Holders 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 if the effect of such acquisition would be to (i) reduce the weighted average Contract Rate of all the Receivables included in the Subsequent Receivables Transferred Assets to less than 16.0016.73%, (ii) reduce the weighted average loss forecasting score of all the Receivables included in the Subsequent Receivables Transferred Assets to less than 557561, (iii) increase the weighted average loan-to-value ratio of all the Receivables included in the Subsequent Receivables 5 Sale and Servicing Agreement (2013-1) Transferred Assets to more than 115.00116.02%, (iv) reduce the weighted average FICO® score (of the Receivables at 5 Sale and Servicing Agreement (2013-2) origination) of all origination included in the Subsequent Receivables Transferred Assets to less than 590, (v) increase the weighted average remaining term to maturity of all Subsequent the Receivables included in the Transferred Assets to greater than 69.71 69.55 months, (vi) increase the portion of all the Receivables included in the Transferred Assets due from Obligors having a billing address in any given state to a level greater than 20% of the Pool Balance or (vii) increase the portion of all the Receivables included in the Transferred Assets originated by an any Originator (other than Santander Consumer) to a level of 120% or more of the Pool Balance. (c) The following procedures shall be followed to effect a Funding Event: (i) Santander Consumer shall will package and forward or cause to be packaged and forwarded to the Servicer (in the event that Santander Consumer is not the Servicer) the Receivable Files with respect to each Subsequent Receivable. (ii) At least three (3) Business Days days prior to the related Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer and the Rating Agencies a Notice of Funding Date (substantially in the form of Exhibit E hereto). (iii) By 1:00 PM New York City time on the Business Day On or prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee and the Servicer a joint Officer’s Certificate of Santander Consumer, the Seller and the Issuer (substantially in the form of Exhibit F hereto). (iv) The Seller shall have delivered to the Issuer the executed Assignment relating to such Funding Event in the form of Exhibit A hereto and the executed Assignment relating to such Funding Event in the form of Exhibit A to the Purchase Agreement. (d) Upon receipt satisfaction of the deliverables set forth in clauses (ii) and (iii) aboveabove requirements, the Indenture Trustee shallwill, 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 in the next sentencebelow) to the Seller or its designee (which may include Santander Consumer), in cash by federal wire transfer in accordance with funds pursuant to the Notice of Funding Date. On the applicable Funding Date, the The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from 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. 6 Sale and Servicing Agreement (2013-21)

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 Owner Trustee shall, on each Funding DateDates, the Issuer shall (i) acquire Subsequent Transferred Assets Receivables from the Seller pursuant to Section 2.1(b) the Contribution Agreement (and the Seller shall have acquired acquire such Subsequent Receivables from the related Subsequent Purchased Assets from Santander Consumer 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 Holders of the NotesNotes 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 such Subsequent Transferred Assets Receivables may not be acquired through the Pre-Funding Account if the effect of such acquisition would be to (i) reduce the weighted average Contract Rate annual percentage rate of all Subsequent the overall Receivables Pool to less than 16.0015.60%, (ii) reduce the weighted average loss forecasting score of all Subsequent Receivables to less than 557, (iii) increase the weighted average loan-to-value ratio of all Subsequent Receivables to more than 115.00%, (iv) reduce the weighted average FICO® score (at 5 Sale and Servicing Agreement (2013-2) origination) of all Subsequent Receivables to less than 590, (v) increase the weighted average remaining term to maturity of all Subsequent the overall Receivables Pool to greater than 69.71 63 months, (viiii) increase the average Loan to Value Ratio of Receivables originated by COAF included in the Receivables Pool as of the final Funding Date to greater than 115% or (iv) increase the portion of all the overall Receivables Pool due from Obligors having a billing address in any given state to a level greater than 205% of the Pool Aggregate Receivable Balance or (vii) increase unless there has been delivered to the portion Indenture Trustee and the Note Insurer a perfection opinion with respect to certificate of all Receivables originated by an Originator (other than Santander Consumer) title issues with respect to a level such state substantially similar to the opinions issued on the Closing Date with respect to the state of 1% or more of the Pool Balance. (c) Texas). The following procedures shall be followed to effect a Funding Event: (i) Santander Consumer shall The Transferor will package and forward or cause to be packaged and forwarded to the Servicer 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 Receivable; and (B) the Certificate of Title for each Financed Vehicle, or, in the event that Santander Consumer is 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 Servicerapplicable 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 Receivable Files with respect to each Subsequent case of a Referral Receivable, the applicable Referral Originator's) position as lienholder. (ii) At least three (3) Business Days prior to By the related Funding Date, the Issuer Owner Trustee shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer Custodian and the Rating Agencies a 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 Date (substantially in the form of Exhibit E hereto).; (iiiF) By 1:00 PM New York City time on the Business Day prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee and the Servicer a joint Officer’s 's Certificate of Santander Consumer, the Seller and the Issuer (substantially in the form of Exhibit F hereto).; (ivG) The Seller shall have delivered With respect to the Issuer 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 Assignment relating in connection with respect to such 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 Event Date, a Receivables Characteristics report substantially in the form of Exhibit A G-2 hereto with respect to all Receivables acquired on and the executed Assignment relating prior to such Funding Event in the form of Exhibit A Date (to the Purchase AgreementNote Insurer three days prior to such Funding 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 credit quality of the subsequent Receivables Pool in relation to the initial Receivables Pool. (diii) Upon The Custodian shall within 120 days after the Closing Date or the Funding Date, as the case may be, (A) confirm receipt of the deliverables set forth documents listed in clauses (ii) and (iii) above, the Indenture Trustee shall, 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 in the next sentence) to the Seller or its designee (which may include Santander Consumer), in cash by federal wire transfer in accordance with the Notice of Funding Date. On the applicable Funding Date, the Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from 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. 6 Sale and Servicing Agreement (2013-2)Section

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 (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b2.01(a) (and the Seller shall have acquired the related Subsequent Purchased Assets from Santander Consumer NMAC 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 Holders 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 if the effect of such acquisition would be to [(i) reduce the weighted average Contract Rate contract rate of all Subsequent Receivables to less than 16.00[●]%, (ii) reduce the weighted average loss forecasting score of all Subsequent Receivables to less than 557, (iii) increase the weighted average loan-to-value ratio of all Subsequent Receivables to more than 115.00[●]%, (iviii) reduce the weighted average FICO® score (at 5 Sale and Servicing Agreement (2013-2) origination) origination of all Subsequent Receivables to less than 590[●], (viv) increase the weighted average remaining term to maturity of all Subsequent Receivables to greater than 69.71 months, [●] months or (viv) increase the portion of all Receivables due from Obligors having a billing address in any given state to a level greater than 20% of the Pool Balance or (vii) increase the portion of all Receivables originated by an Originator (other than Santander Consumer) to a level of 1% or more of the Pool Balance]. (c) The following procedures shall be followed to effect a Funding Event: (i) Santander Consumer NMAC shall package and forward deliver or cause to be packaged and forwarded delivered to the Servicer (in the event that Santander Consumer NMAC is not the Servicer) the Receivable Files with respect to each Subsequent Receivable. (ii) At least three (3) [●] 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 Rating Agencies a Notice of Funding Date (substantially in the form of Exhibit E A hereto). (iii) By 1:00 PM New York City time on the Business Day prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee and the Servicer a joint Officer’s Certificate of Santander Consumer, the Seller and the Issuer (substantially in the form of Exhibit F hereto). (iv) The Seller shall have delivered to the Issuer the executed Assignment relating to such Funding Event in the form of Exhibit A hereto and the executed Assignment relating to such Funding Event in the form of Exhibit A to the Purchase Agreement. (d) Upon receipt of the deliverables set forth in clauses clause (ii) and (iii) above, the Indenture Trustee shall, 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 in the next sentence) to the Seller or its designee (which may include Santander Consumer)designee, in cash by federal wire transfer in accordance with the Notice of Funding Date. On the applicable Funding Date, the Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from 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. 6 Sale and Servicing Agreement (2013-2).]

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 Owner Trustee shall, on each Funding DateDates, the Issuer shall (i) acquire Subsequent Transferred Assets Receivables from the Seller pursuant to Section 2.1(b) the Contribution Agreement (and the Seller shall have acquired acquire such Subsequent Receivables from the related Subsequent Purchased Assets from Santander Consumer 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 Holders of the NotesNotes 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 such Subsequent Transferred Assets Receivables may not be acquired through the Pre-Funding Account if the effect of such acquisition would be to (i) reduce the weighted average Contract Rate annual percentage rate of all Subsequent the overall Receivables Pool to less than 16.0014.99%, (ii) reduce the weighted average loss forecasting score of all Subsequent Receivables to less than 557, (iii) increase the weighted average loan-to-value ratio of all Subsequent Receivables to more than 115.00%, (iv) reduce the weighted average FICO® score (at 5 Sale and Servicing Agreement (2013-2) origination) of all Subsequent Receivables to less than 590, (v) increase the weighted average remaining term to maturity of all Subsequent the overall Receivables Pool to greater than 69.71 64 months, (viiii) increase the average Loan to Value Ratio of Receivables originated by COAF included in the Receivables Pool as of the final Funding Date to greater than 115% or (iv) increase the portion of all the overall Receivables Pool due from Obligors having a billing address in any given state to a level greater than 2010% of the Pool Aggregate Receivable Balance or (viiunless there has been delivered to the Indenture Trustee, the Note Insurer and the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) increase a perfection opinion with respect to certificate of title issues with respect to such state substantially similar to the portion opinions issued on the Closing Date with respect to the state of all Receivables originated by an Originator (other than Santander Consumer) to a level of 1% or more of the Pool Balance. (c) Texas). The following procedures shall be followed to effect a Funding Event: (i) Santander Consumer shall The Transferor will package and forward or cause to be packaged and forwarded to the Servicer 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 Receivable; and (B) the Certificate of Title for each Financed Vehicle, or, in the event that Santander Consumer is 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 Servicerapplicable 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 Receivable Files with respect to each Subsequent case of a Referral Receivable, the applicable Referral Originator's) position as lienholder. (ii) At least three (3) Business Days prior to By the related Funding Date, the Issuer Owner Trustee shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer Custodian and the Rating Agencies a 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 Date (substantially in the form of Exhibit E hereto).; (iiiF) By 1:00 PM New York City time on the Business Day prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee and the Servicer a joint Officer’s 's Certificate of Santander Consumer, the Seller and the Issuer (substantially in the form of Exhibit F hereto).; (ivG) The Seller shall have delivered With respect to the Issuer 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 Assignment relating in connection with respect to such 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 Event Date, a Receivables Characteristics report substantially in the form of Exhibit A G-2 hereto with respect to all Receivables acquired on and the executed Assignment relating prior to such Funding Event in the form of Exhibit A Date (to the Purchase AgreementNote Insurer three days prior to such Funding 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 credit quality of the subsequent Receivables Pool in relation to the initial Receivables Pool. (diii) Upon The Custodian shall within 120 days after the Closing Date or the Funding Date, as the case may be, (A) confirm receipt of the deliverables set forth documents listed in clauses (ii) and (iii) above, the Indenture Trustee shall, 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 in the next sentence) to the Seller or its designee (which may include Santander Consumer), in cash by federal wire transfer in accordance with the Notice of Funding Date. On the applicable Funding Date, the Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from 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. 6 Sale and Servicing Agreement (2013-2)Section

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 Owner Trustee shall, on each Funding DateDates, the Issuer shall (i) acquire Subsequent Transferred Assets Receivables from the Seller pursuant to Section 2.1(b) the Contribution Agreement (and the Seller shall have acquired acquire such Subsequent Receivables from the related Subsequent Purchased Assets from Santander Consumer 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 Holders of the NotesNotes 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 such Subsequent Transferred Assets Receivables may not be acquired through the Pre-Funding Account if the effect of such acquisition would be to (i) reduce the weighted average Contract Rate annual percentage rate of all Subsequent the overall Receivables Pool to less than 16.0016.5%, (ii) reduce the weighted average loss forecasting score of all Subsequent Receivables to less than 557, (iii) increase the weighted average loan-to-value ratio of all Subsequent Receivables to more than 115.00%, (iv) reduce the weighted average FICO® score (at 5 Sale and Servicing Agreement (2013-2) origination) of all Subsequent Receivables to less than 590, (v) increase the weighted average remaining term to maturity of all Subsequent the overall Receivables Pool to greater than 69.71 66 months, (viiii) increase the average Loan to Value Ratio of Receivables originated by COAF included in the Receivables Pool as of the final Funding Date to greater than 115% or (iv) increase the portion of all the overall Receivables Pool due from Obligors having a billing address in any given state to a level greater than 2010% of the Pool Aggregate Receivable Balance or (vii) increase unless there has been delivered to the portion Indenture Trustee and the Note Insurer a perfection opinion with respect to certificate of all Receivables originated by an Originator (other than Santander Consumer) title issues with respect to a level such state substantially similar to the opinions issued on the Closing Date with respect to the state of 1% or more of the Pool Balance. (c) Texas). The following procedures shall be followed to effect a Funding Event: (i) Santander Consumer shall The Transferor will package and forward or cause to be packaged and forwarded to the Servicer 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 Receivable; and (B) the Certificate of Title for each Financed Vehicle, or, in the event that Santander Consumer is 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 Servicerapplicable 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 Receivable Files with respect to each Subsequent case of a Referral Receivable, the applicable Referral Originator's) position as lienholder. (ii) At least three (3) Business Days prior to By the related Funding Date, the Issuer Owner Trustee shall deliver, or cause to be delivered, to the Indenture Trustee, the Servicer Custodian and the Rating Agencies a 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 Date (substantially in the form of Exhibit E hereto).; (iiiF) By 1:00 PM New York City time on the Business Day prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee and the Servicer a joint Officer’s 's Certificate of Santander Consumer, the Seller and the Issuer (substantially 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 executed Termination Statements; and (J) A Receivables Characteristics report substantially in the form of Exhibit G-2 hereto with respect to all Receivables acquired on and prior to such Funding Date. (iii) The Custodian shall within 120 days after the Closing Date or the Funding Date, as the case 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 before the Delivery Date and Funding Date, respectively, will be included in the Funding Event. (iv) The Seller shall have delivered Owner Trustee will forward to the Issuer Note Insurer, the executed Assignment relating to such Funding Event in Rating Agencies, the form of Exhibit A hereto Servicer, the Class B Noteholders and the executed Assignment relating Seller via facsimile on the Funding Date, followed by overnight courier to such be received by the Note Insurer, the Servicer and the Seller no later than three Business Days after the Funding Event Date, copies of the documents specified in the form of Exhibit A to the Purchase AgreementSection 2.16(b)(ii). (dv) Upon receipt satisfaction of the deliverables set forth in clauses (ii) and (iii) aboveabove requirements 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 shallwill, on the applicable Funding Date, withdraw funds from the Pre-Funding Account in an amount equal to 98.5% of 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 in the next sentence) to the Seller (or the Transferor on behalf of the Seller) or its designee (which may include Santander Consumer)designee, 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. On the applicable Funding Date, the Funding. (vi) The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account Fund, from the Receivables Purchase Price 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. 6 Sale Any amounts payable to the Holders of the Class A Notes and Servicing Agreement (2013the Class B Notes from the remaining balance in the Pre-2)Funding Account shall be paid on the Payment Date immediately following the termination of the Funding Period.

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 shall, on the Funding Dates, (i) acquire Subsequent Transferred Assets from the Seller pursuant to Section 2.1(b) (and the Seller shall have acquired the related Subsequent Purchased Assets from Santander Consumer 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 Holders of the NotesIndenture 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 if the effect of such acquisition would be to (i) reduce the weighted average Contract Rate contract rate of all Subsequent the Receivables included in the Transferred Assets to less than 16.0013.90%, (ii) reduce the weighted average loss forecasting score of all Subsequent Receivables to less than 557, (iii) increase the weighted average loan-to-value ratio of all Subsequent Receivables to more than 115.00%, (iv) reduce the weighted average FICO® score (at 5 Sale and Servicing Agreement (2013-2) origination) of all Subsequent Receivables to less than 590, (v) increase the weighted average remaining term to maturity of all Subsequent the Receivables included in the Transferred Assets to greater than 69.71 months, 66 months or (viiii) increase the portion of all the Receivables included in the Transferred Assets due from Obligors having a billing address in any given state to a level greater than 2010.00% of the Pool aggregate Principal Balance or (vii) increase the portion of all Receivables originated by an Originator (other than Santander Consumer) to a level of 1% or more of the Pool Balance.Receivables (except with respect to Texas and California). 5 Sale and Servicing Agreement (2005-B-SS) (Senior/Sub) (c) The following procedures shall be followed to effect a Funding Event: (i) Santander Consumer shall COAF will package and forward or cause to be packaged and forwarded to the Servicer (in the event that Santander Consumer COAF is not the Servicer) the Receivable Files with respect to each Subsequent Receivable. (ii) At least three (3) Business Days prior to the related Funding Date, the Issuer shall deliver, On or cause to be delivered, to the Indenture Trustee, the Servicer and the Rating Agencies a Notice of Funding Date (substantially in the form of Exhibit E hereto). (iii) By 1:00 PM New York City time on the Business Day prior to the Funding Date, the Issuer shall deliver, or cause to be delivered, to the Indenture Trustee and the Servicer 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 with respect thereto; and (2) a joint Officer’s Certificate of Santander ConsumerCOAF, the Seller and the Issuer (substantially in the form of Exhibit F B hereto). (iv) The Seller shall have delivered to the Issuer the executed Assignment relating to such Funding Event in the form of Exhibit A hereto and the executed Assignment relating to such Funding Event in the form of Exhibit A to the Purchase Agreement. (d) Upon receipt satisfaction of the deliverables set forth in clauses (ii) and (iii) aboveabove requirements, the Indenture Trustee shallwill, 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 in the next sentencebelow) to the Seller (or to COAF on behalf of the Seller) or its designee (which may include Santander Consumer)designee, 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. On the applicable Funding Date, the The Indenture Trustee, on behalf of the Seller, shall deposit into the Reserve Account from the Receivables Purchase Price 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. 6 Sale and Servicing Agreement (2013-2).