Common use of Rights of the Residual Interestholder Clause in Contracts

Rights of the Residual Interestholder. Notwithstanding anything contained herein or in any Transaction Document to the contrary, after the Notes are no longer Outstanding following payment in full of the principal and interest on the Notes, (i) the Residual Interestholder will succeed to the rights of the Noteholders under this Agreement, (ii) the Owner Trustee will succeed to the rights of, but not, without its express consent, the obligations of the Indenture Trustee pursuant to this Agreement and (iii) the Collection Account will continue to be maintained as set forth in Section 4.4; provided, however, the Residual Interestholder shall not be entitled to any payments pursuant to Section 4.4 other than pursuant to clause fifteenth thereof. [SIGNATURES FOLLOW] 38 Sale and Servicing Agreement (2013-2) 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: Xxxxxx Xxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2013-2, as Issuer By: Deutsche Bank Trust Company Delaware, not in its individual capacity but solely as Owner Trustee By: Name: Title: By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxx XxXxxxxxxx Title: Treasurer U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: Name: Title: SCHEDULE I REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE RECEIVABLES

Rights of the Residual Interestholder. Notwithstanding anything contained herein or in any Transaction Document to the contrary, after the Notes are no longer Outstanding following payment in full of the principal and interest on the Notes, (i) the Residual Interestholder will succeed to the rights of the Noteholders under this Agreement, (ii) the Owner Trustee will succeed to the rights of, but not, without its express consent, the obligations of the Indenture Trustee pursuant to this Agreement and (iii) the Collection Account will continue to be maintained as set forth in Section 4.4; provided, however, the Residual Interestholder shall not be entitled to any payments pursuant to Section 4.4 other than pursuant to clause fifteenth thereof. [SIGNATURES FOLLOW] 38 36 Sale and Servicing Agreement (2013-23) 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: Xxxxxx Xxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2013-23, as Issuer By: Deutsche U.S. Bank Trust Company Delaware, National Association,not in its individual capacity but solely butsolely as Owner Trustee By: Name: Title: By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxx XxXxxxxxxx Title: Treasurer U.S. BANK XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: Name: Title: SCHEDULE I REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE RECEIVABLES

Rights of the Residual Interestholder. Notwithstanding anything contained herein or in any Transaction Document to the contrary, after the Notes are no longer Outstanding following payment in full of the principal and interest on the Notes, (i) the Residual Interestholder will succeed to the rights of the Noteholders under this Agreement, (ii) the Owner Trustee will succeed to the rights of, but not, without its express consent, the obligations of the Indenture Trustee pursuant to this Agreement and (iii) the Collection Account will continue to be maintained as set forth in Section 4.4; provided, however, the Residual Interestholder shall not be entitled to any payments pursuant to Section 4.4 other than pursuant to clause fifteenth thereof. [SIGNATURES FOLLOW] 38 37 Sale and Servicing Agreement (2013-21) 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: Xxxxxx Xxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2013-21, as Issuer By: Deutsche Bank Xxxxx Fargo Delaware Trust Company DelawareCompany, N.A., not in its individual capacity but solely as Owner Trustee By: Name: Title: By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxx XxXxxxxxxx Title: Treasurer U.S. DEUTSCHE BANK NATIONAL ASSOCIATIONTRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee By: Name: Title: By: Name: Title: SCHEDULE I REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE RECEIVABLES

Rights of the Residual Interestholder. Notwithstanding anything contained herein or in any Transaction Document to the contrary, after the Notes are no longer Outstanding following payment in full of the principal and interest on the Notes, (i) the Residual Interestholder will succeed to the rights of the Noteholders under this Agreement, (ii) the Owner Trustee will succeed to the rights of, but not, without its express consent, the obligations of the Indenture Trustee pursuant to this Agreement and (iii) the Collection Account will continue to be maintained as set forth in Section 4.4; provided, however, the Residual Interestholder shall not be entitled to any payments pursuant to Section 4.4 other than pursuant to clause fifteenth thereof. [SIGNATURES FOLLOW] 38 37 Sale and Servicing Agreement (2013-21) 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/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2013-21, as Issuer By: Deutsche Bank Xxxxx Fargo Delaware Trust Company DelawareCompany, N.A., not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: By: Name: Title: Vice President SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Treasurer U.S. DEUTSCHE BANK NATIONAL ASSOCIATIONTRUST COMPANY AMERICAS, not in its individual capacity but solely as Indenture Trustee By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Associate SCHEDULE I REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE RECEIVABLES

Rights of the Residual Interestholder. Notwithstanding anything contained herein or in any Transaction Document to the contrary, after the Notes are no longer Outstanding following payment in full of the principal and interest on the Notes, (i) the Residual Interestholder will succeed to the rights of the Noteholders under this Agreement, (ii) the Owner Trustee will succeed to the rights of, but not, without its express consent, the obligations of the Indenture Trustee pursuant to this Agreement and (iii) the Collection Account will continue to be maintained as set forth in Section 4.4; provided, however, the Residual Interestholder shall not be entitled to any payments pursuant to Section 4.4 other than pursuant to clause fifteenth thereof. [SIGNATURES FOLLOW] 38 35 Sale and Servicing Agreement (20132012-23) 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/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 20132012-23, as Issuer By: Deutsche Bank Xxxxx Fargo Delaware Trust Company DelawareCompany, N.A., not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: By: Name: Title: Vice President SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Treasurer U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: /s/ Xxxxxxxx X. Child Name: Xxxxxxxx X. Child Title: Vice President SCHEDULE I REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE RECEIVABLES

Rights of the Residual Interestholder. Notwithstanding anything contained herein or in any Transaction Document to the contrary, after the Notes are no longer Outstanding following payment in full of the principal and interest on the Notes, (i) the Residual Interestholder will succeed to the rights of the Noteholders under this Agreement, (ii) the Owner Trustee will succeed to the rights of, but not, without its express consent, the obligations of the Indenture Trustee pursuant to this Agreement and (iii) the Collection Account will continue to be maintained as set forth in Section 4.4; provided, however, the Residual Interestholder shall not be entitled to any payments pursuant to Section 4.4 other than pursuant to clause fifteenth thereof. [SIGNATURES FOLLOW] 38 35 Sale and Servicing Agreement (20132012-23) 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: Xxxxxx Xxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 20132012-23, as Issuer By: Deutsche Bank Xxxxx Fargo Delaware Trust Company DelawareCompany, N.A., not in its individual capacity but solely as Owner Trustee By: Name: Title: By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxx XxXxxxxxxx Title: Treasurer U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: Name: Title: SCHEDULE I REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE RECEIVABLES

Rights of the Residual Interestholder. Notwithstanding anything contained herein or in any Transaction Document to the contrary, after the Notes are no longer Outstanding following payment in full of the principal and interest on the Notes, (i) the Residual Interestholder will succeed to the rights of the Noteholders under this Agreement, (ii) the Owner Trustee will succeed to the rights of, but not, without its express consent, the obligations of the Indenture Trustee pursuant to this Agreement and (iii) the Collection Account will continue to be maintained as set forth in Section 4.4; provided, however, the Residual Interestholder shall not be entitled to any payments pursuant to Section 4.4 other than pursuant to clause fifteenth thereof. [SIGNATURES FOLLOW] 38 Sale and Servicing Agreement (2013-2) 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/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2013-2, as Issuer By: Deutsche Bank Trust Company Delaware, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Attorney-in-fact By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Attorney-in-fact S-2 Sale and Servicing Agreement (2013-2) SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Treasurer U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: /s/ Xxxxxxxx X. Child Name: Xxxxxxxx X. Child Title: Vice President SCHEDULE I REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE RECEIVABLES

Rights of the Residual Interestholder. Notwithstanding anything contained herein or in any Transaction Document to the contrary, after the Notes are no longer Outstanding following payment in full of the principal and interest on the Notes, (i) the Residual Interestholder will succeed to the rights of the Noteholders under this Agreement, (ii) the Owner Trustee will succeed to the rights of, but not, without its express consent, the obligations of the Indenture Trustee pursuant to this Agreement and (iii) the Collection Account will continue to be maintained as set forth in Section 4.4; provided, however, the Residual Interestholder shall not be entitled to any payments pursuant to Section 4.4 other than pursuant to clause fifteenth thereof. [SIGNATURES FOLLOW] 38 35 Sale and Servicing Agreement (20132012-21) 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/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 20132012-21, as Issuer By: Deutsche U.S. Bank Trust Company DelawareNational Association, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxxx X. Child Name: Xxxxxxxx X. Child Title: By: Name: Title: Vice President SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Treasurer U.S. BANK XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President SCHEDULE I REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE RECEIVABLES

Rights of the Residual Interestholder. Notwithstanding anything contained herein or in any Transaction Document to the contrary, after the Notes are no longer Outstanding following payment in full of the principal and interest on the Notes, (i) the Residual Interestholder will succeed to the rights of the Noteholders under this Agreement, (ii) the Owner Trustee will succeed to the rights of, but not, without its express consent, the obligations of the Indenture Trustee pursuant to this Agreement and (iii) the Collection Account will continue to be maintained as set forth in Section 4.4; provided, however, the Residual Interestholder shall not be entitled to any payments pursuant to Section 4.4 other than pursuant to clause fifteenth thereof. [SIGNATURES FOLLOW] 38 36 Sale and Servicing Agreement (2013-23) 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/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2013-23, as Issuer By: Deutsche U.S. Bank Trust Company Delaware, National Association,not in its individual capacity but solely butsolely as Owner Trustee By: /s/ Xxxxxxxx X. Child Name: Xxxxxxxx X. Child Title: By: Name: Title: Vice President SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Treasurer U.S. BANK XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice President SCHEDULE I REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE RECEIVABLES