Common use of EU Risk Retention Clause in Contracts

EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) Santander Consumer, as “originator” (as such term is defined for the purposes of the EU Securitization Regulation), will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Prospectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of Article 6(3) of the EU Securitization Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables; (b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) subject the Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the Retained

EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding: (a) Santander Consumer, as “originator” (as such term is defined for the purposes of the EU Securitization Regulation), will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Prospectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of Article 6(3) of the EU Securitization Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables; (b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) subject the Retained Interest to any credit risk mitigation or hedging, or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the RetainedRetained Interest, except, in each case, to the extent permitted in accordance with those EU Retention Rules; (c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with those EU Retention Rules; and