Common use of European Risk Retention Clause in Contracts

European Risk Retention. Santander Consumer hereby covenants and agrees in connection with the Securitization Regulations that: (a) Santander Consumer, as “originator” (as such term is defined for the purposes of each of the Securitization Regulations), will retain upon issuance of the Notes and on an ongoing basis for as long as any Notes remain outstanding, a material net economic interest (the “SR 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 paragraph (d) of Article 6(3) of the EU Securitization Regulation and paragraph (d) of Article 6(3) of the UK Securitization Regulation, in each case as in effect and applicable on the Closing Date, by holding all the membership interests in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain on an ongoing basis for as long as any Notes remain outstanding a pro-rata portion of the aggregate Percentage Interests in 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 SR 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 SR Retained Interest, except to the extent permitted in accordance with the SR Rules; (c) Santander Consumer will not change the manner in which it retains or the method of calculating the SR Retained Interest while any of the Notes are outstanding, except to the extent permitted by the SR Rules; and (d) Santander Consumer will provide written ongoing confirmation of its continued compliance with its obligations in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate and the statement set forth in Section 4.6, (ii) following a notification of the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the structural features of the securitization transaction described in the Prospectus that could materially impact the performance of the Notes or any material change in the risk characteristics of the Notes or the Receivables. 44 Sale and Servicing Agreement (DRIVE 2021-1)

European Risk Retention. Santander Consumer hereby covenants and agrees in connection with the Securitization Regulations that: (a) Santander Consumer, as “originator” (as such term is defined for the purposes of each of the Securitization Regulations), will retain upon issuance of the Notes and on an ongoing basis for as long as any Notes remain outstanding, a material net economic interest (the “SR 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 paragraph option (d) of Article 6(3) of the EU Securitization Regulation and paragraph option (d) of Article 6(3) of the UK Securitization Regulation, in each case as in effect and applicable on the Closing Date, by holding all the membership interests in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain on an ongoing basis for as long as any Notes remain outstanding a pro-rata portion of the aggregate Percentage Interests in 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 SR 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 SR Retained Interest, except except, in each case, to the extent permitted in accordance with the SR Rules; (c) Santander Consumer will not change the manner in which it retains or the method of calculating the SR Retained Interest while any of the Notes are outstanding, except to the extent permitted by under exceptional circumstances in accordance with the SR Rules; and (d) Santander Consumer will provide written an ongoing confirmation of its continued compliance with its obligations in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate and the statement set forth in Section 4.6, (ii) following a notification of the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with (x) any material change in the structural features of the securitization transaction described in the Prospectus that could materially impact the performance of the Notes or Notes, (y) any material change in the risk characteristics performance of the Notes securitization transaction described in the Prospectus or of the ReceivablesReceivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Transaction Documents. 44 Sale and Servicing Agreement (DRIVE SDART 2021-1)) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2021-1, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx Title: Banking Officer SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President If to the Issuer: Santander Drive Auto Receivables Trust 2021-1 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Fitch Ratings, Inc. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx’x Investors Service, Inc.

European Risk Retention. Santander Consumer hereby covenants and agrees in connection with the Securitization Regulations that: (a) Santander Consumer, as an “originator” (as such term is defined for the purposes of each of the Securitization Regulations), will retain upon issuance of the Notes and on an ongoing basis for as long as any Notes remain outstanding, a material net economic interest (the “SR 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 paragraph (d) of Article 6(3) of the EU Securitization Regulation and paragraph (d) of Article 6(3) of the UK Securitization Regulation, in each case as in effect and applicable on the Closing Date, by holding all of the membership interests in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain on an ongoing basis for as long as any Notes remain outstanding a pro-rata portion of the aggregate Percentage Interests in the Certificates, such retained portion of the Percentage Interests (i) being pro rata with the Percentage Interests not required to be retained and (ii) representing at least 5% of the aggregate nominal value of the Receivables;; 44 Sale and Servicing Agreement (SDART 2021-2) (b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) subject the SR 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 SR Retained Interest, except except, to the extent permitted in accordance with the SR Rules; (c) Santander Consumer will not change the manner in which it retains or the method of calculating the SR Retained Interest while any of the Notes are outstanding, except to the extent permitted by in accordance with the SR Rules; and (d) Santander Consumer will provide written ongoing confirmation of its continued compliance with its obligations in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate and the statement set forth in Section 4.6, (ii) following a notification of the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the structural features of the securitization transaction described in the Prospectus that could materially impact the performance of the Notes or any material change in the risk characteristics of the Notes or and the Receivables. 44 45 Sale and Servicing Agreement (DRIVE SDART 2021-1)2) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2021-2, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx Title: Assistant Vice President SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Senior Trust Officer If to the Issuer: Santander Drive Auto Receivables Trust 2021-2 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Citibank, N.A. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Agency and Trust—Santander Drive Auto Receivables Trust 2021-2 X. Xxxxxxxxxx@xxxx.xxx If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Fitch Ratings, Inc. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx’x Investors Service, Inc.

European Risk Retention. Santander Consumer hereby covenants and agrees in connection with the Securitization Regulations that: (a) Santander Consumer, as “originator” (as such term is defined for the purposes of each of the Securitization Regulations), will retain upon issuance of the Notes and on an ongoing basis for as long as any Notes remain outstanding, a material net economic interest (the “SR 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 paragraph option (d) of Article 6(3) of the EU Securitization Regulation and paragraph option (d) of Article 6(3) of the UK Securitization Regulation, in each case as in effect and applicable on the Closing Date, by holding all the membership interests in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain on an ongoing basis for as long as any Notes remain outstanding a pro-rata portion of the aggregate Percentage Interests in 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 SR 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 SR Retained Interest, except except, in each case, to the extent permitted in accordance with the SR Rules; (c) Santander Consumer will not change the manner in which it retains or the method of calculating the SR Retained Interest while any of the Notes are outstanding, except to the extent permitted by under exceptional circumstances in accordance with the SR Rules; and (d) Santander Consumer will provide written an ongoing confirmation of its continued compliance with its obligations in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate and the statement set forth in Section 4.6, (ii) following a notification of the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with (x) any material change in the structural features of the securitization transaction described in the Prospectus that could materially impact the performance of the Notes or Notes, (y) any material change in the risk characteristics performance of the Notes securitization transaction described in the Prospectus or of the ReceivablesReceivables which, in any case, could materially impact the performance of the Notes, or (z) any material breach of the Transaction Documents. 44 Sale and Servicing Agreement (DRIVE SDART 2021-1)) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2021-1, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxxx Xxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: Name: Title: If to the Issuer: Santander Drive Auto Receivables Trust 2021-1 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Fitch Ratings, Inc. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx’x Investors Service, Inc.

European Risk Retention. Santander Consumer hereby covenants and agrees in connection with the Securitization Regulations that: (a) Santander Consumer, as an “originator” (as such term is defined for the purposes of each of the Securitization Regulations), will retain upon issuance of the Notes and on an ongoing basis for as long as any Notes remain outstanding, a material net economic interest (the “SR 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 paragraph (d) of Article 6(3) of the EU Securitization Regulation and paragraph (d) of Article 6(3) of the UK Securitization Regulation, in each case as in effect and applicable on the Closing Date, by holding all of the membership interests in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain on an ongoing basis for as long as any Notes remain outstanding a pro-rata portion of the aggregate Percentage Interests in the Certificates, such retained portion of the Percentage Interests (i) being pro rata with the Percentage Interests not required to be retained and (ii) representing at least 5% of the aggregate nominal value of the Receivables;; 44 Sale and Servicing Agreement (SDART 2021-2) (b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) subject the SR 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 SR Retained Interest, except except, to the extent permitted in accordance with the SR Rules; (c) Santander Consumer will not change the manner in which it retains or the method of calculating the SR Retained Interest while any of the Notes are outstanding, except to the extent permitted by in accordance with the SR Rules; and (d) Santander Consumer will provide written ongoing confirmation of its continued compliance with its obligations in the foregoing clauses (a), (b) and (c), (i) in or concurrently with the delivery of each Servicer’s Certificate and the statement set forth in Section 4.6, (ii) following a notification of the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the structural features of the securitization transaction described in the Prospectus that could materially impact the performance of the Notes or any material change in the risk characteristics of the Notes or and the Receivables. 44 45 Sale and Servicing Agreement (DRIVE SDART 2021-1)2) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2021-2, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxxx Xxxxx Title: Vice President CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: Name: Title: If to the Issuer: Santander Drive Auto Receivables Trust 2021-2 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Citibank, N.A. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Agency and Trust—Santander Drive Auto Receivables Trust 2021-2 X. Xxxxxxxxxx@xxxx.xxx If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Fitch Ratings, Inc. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx’x Investors Service, Inc.