Common use of Transfers Intended as Sale; Security Interest Clause in Contracts

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Assets shall not be part of Santander Consumer’s estate in the event of a bankruptcy or insolvency of Santander Consumer. The sales and transfers by Santander Consumer of the Receivables and other Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumer, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander Consumer, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Assets shall not be part of Santander Consumer’s estate in the event of a bankruptcy or insolvency of Santander Consumer. The sales and transfers by Santander Consumer of the Receivables and other Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumer, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander Consumer, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This this Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The the conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer hereunder; (iii) The the possession by the Purchaser or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sale and conveyances without recourse contribution rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention The sale and contribution of the parties hereto that Exchange Note shall be reflected on the Purchased Assets shall not be part Seller’s balance sheet and other financial statements as a sale and contribution of Santander Consumer’s estate in assets by the event of a bankruptcy or insolvency of Santander ConsumerSeller. The sales and transfers contributions by Santander Consumer the Seller of the Receivables and other Purchased Assets hereunder are and Exchange Note shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of underlying indebtedness, and therefore are intended to be consistent with warranties ordinarily given by a seller of goods under Article 2 of the ReceivablesUCC. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are Exchange Note is held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased AssetsExchange Note, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants the Seller to the Purchaser, Buyer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased AssetsExchange Note, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Buyer or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper Exchange Note shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Buyer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions assignments and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (agents, as applicable) , of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, assignments and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Assets shall not be part of Santander Consumer’s estate in the event of a bankruptcy or insolvency of Santander Consumer. The sales and transfers by Santander Consumer of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumer, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander Consumer, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, sales and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention The sale and contribution of the parties hereto that Exchange Note shall be reflected on the Purchased Assets shall not be part Depositor’s balance sheet and other financial statements as a sale and contribution of Santander Consumer’s estate in assets by the event of a bankruptcy or insolvency of Santander ConsumerDepositor. The sales sale and transfers contribution by Santander Consumer the Depositor of the Receivables and other Purchased Assets Exchange Note hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Depositor, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Depositor are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of underlying indebtedness, and therefore are intended to be consistent with warranties ordinarily given by a seller of goods under Article 2 of the ReceivablesUCC. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are Exchange Note is held to be property of Santander Consumerthe Depositor, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased AssetsExchange Note, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants the Depositor to the Purchaser, Buyer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased AssetsExchange Note, to secure such indebtedness and the performance of the obligations of Santander Consumer the Depositor hereunder; (iii) The possession by the Purchaser Buyer or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper Exchange Note shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Buyer for the purpose of perfecting such security interest under applicable lawApplicable Law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Assets shall not be part of Santander Consumer’s estate in the event of a bankruptcy or insolvency of Santander Consumer. The sales and transfers by Santander Consumer of the Receivables and other Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumer, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander Consumer, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Assets shall not be part of Santander Consumer’s estate in the event of a bankruptcy or insolvency of Santander Consumer. The sales and transfers by Santander Consumer of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumer, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander Consumer, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions transfers and conveyances without recourse assignments rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and the related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the such security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, sales and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Assets Transaction SUBI and the Transaction SUBI Certificate shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers contributions by Santander Consumer the Seller of the Receivables Transaction SUBI and other Purchased Assets the Transaction SUBI Certificate and the beneficial interest in the Units allocated thereto hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivablesunderlying indebtedness. (b) Notwithstanding the foregoing, in the event that the Receivables Transaction SUBI and other Purchased Assets the Transaction SUBI Certificate are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables Transaction SUBI and other Purchased Assetsthe Transaction SUBI Certificate, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants the Seller to the Purchaser, Buyer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables Transaction SUBI and other Purchased Assetsthe Transaction SUBI Certificate, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Buyer or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper Transaction SUBI Certificate shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Buyer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, assignments and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Purchased Assets shall not be part of Santander ConsumerVCI’s estate in the event of a bankruptcy or insolvency of Santander ConsumerVCI. The sales and transfers by Santander Consumer VCI of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerVCI, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer VCI are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander ConsumerVCI, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer VCI of, and Santander Consumer VCI hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer VCI hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer ofthe Seller, and Santander Consumer the Seller hereby grants grants, to the Purchaser, Issuer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Receivables Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions transfers assignments and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, sales and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Assets Transaction SUBI, the Transaction SUBI Certificate and the Seller’s rights under the SUBI Sale Agreement shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers contributions by Santander Consumer the Seller of the Receivables Transaction SUBI and other Purchased Assets the Transaction SUBI Certificate and the beneficial interest in the Units allocated thereto hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivablesunderlying indebtedness. (b) Notwithstanding the foregoing, in the event that the Receivables Transaction SUBI, the Transaction SUBI Certificate and other Purchased Assets the Seller’s rights under the SUBI Sale Agreement are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables Transaction SUBI, the Transaction SUBI Certificate and other Purchased Assetsthe Seller’s rights under the SUBI Sale Agreement, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants the Seller to the Purchaser, Buyer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables Transaction SUBI, the Transaction SUBI Certificate and other Purchased Assetsthe Seller’s rights under the SUBI Sale Agreement, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Buyer or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper Transaction SUBI Certificate shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Buyer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions assignments and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions transfers and conveyances without recourse assignments rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and the related Purchased Assets shall not be part of Santander Consumerthe Bank’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Bank. The sales and transfers by Santander Consumer the Bank of the Receivables and other the related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Bank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Bank are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander Consumerthe Bank, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This this Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The the conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Bank of, and Santander Consumer the Bank hereby grants to the Purchaser, XXXX a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Bank hereunder; (iii) The the possession by the Purchaser XXXX or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser XXXX or a person Person designated by such purchaser, XXXX for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser XXXX for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Purchased Assets shall not be part of Santander ConsumerCOAF’s estate in the event of a bankruptcy or insolvency of Santander ConsumerCOAF. The sales and transfers by Santander Consumer COAF of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerCOAF, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer COAF are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander ConsumerCOAF, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; (ii) The conveyance conveyances provided for in Section 2.1 and Section 2.2 shall be deemed to be a grant by Santander Consumer COAF of, and Santander Consumer COAF hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer COAF hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Receivables Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions assignments and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (agents, as applicable) , of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer ofthe Seller, and Santander Consumer the Seller hereby grants grants, to the Purchaser, Issuer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Receivables Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions assignments and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, assignments and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Assets shall not be part of Santander Consumer’s estate in the event of a bankruptcy or insolvency of Santander Consumer. The sales and transfers by Santander Consumer of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumer, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander Consumer, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, assignments and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Purchased Assets shall not be part of Santander ConsumerVCI’s estate in the event of a bankruptcy or insolvency of Santander ConsumerVCI. The sales and transfers by Santander Consumer VCI of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerVCI, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer VCI are intended to provide a remedy for breach of the representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander ConsumerVCI, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer VCI of, and Santander Consumer VCI hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer VCI hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions assignments and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, sales and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Purchased Assets shall not be part treated as property of Santander Consumer’s estate the Bank by the FDIC or other governmental authority acting as conservator or receiver of the Bank in a conservatorship, receivership, insolvency or other similar proceeding in respect of the event of a bankruptcy Bank under the Federal Deposit Insurance Act, 12 U.S.C. Section 1811 et seq. or insolvency of Santander Consumerother applicable law. The sales and transfers by Santander Consumer the Bank of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Bank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Bank are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander Consumerthe Bank, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Bank of, and Santander Consumer the Bank hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Bank hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Receivables Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, sales and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention The sale and contribution of the parties hereto that Exchange Note shall be reflected on the Purchased Assets shall not be part Depositor’s balance sheet and other financial statements as a sale and contribution of Santander Consumer’s estate in assets by the event of a bankruptcy or insolvency of Santander ConsumerDepositor. The sales sale and transfers contribution by Santander Consumer the Depositor of the Receivables and other Purchased Assets Exchange Note hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Depositor, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Depositor are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of underlying indebtedness, and therefore are intended to be consistent with warranties ordinarily given by a seller of goods under Article 2 of the ReceivablesUCC. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are Exchange Note is held to be property of Santander Consumerthe Depositor, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased AssetsExchange Note, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants the Depositor to the Purchaser, Buyer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased AssetsExchange Note, to secure such indebtedness and the performance of the obligations of Santander Consumer the Depositor hereunder; (iii) The possession by the Purchaser Buyer or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper Exchange Note shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Buyer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, assignments and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and the related Purchased Assets shall not be part of Santander ConsumerFTH LLC’s estate in the event of a bankruptcy or insolvency of Santander ConsumerFTH LLC. The sales and transfers by Santander Consumer FTH LLC of the Receivables and other the related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerFTH LLC, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer FTH LLC are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander ConsumerFTH LLC, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer FTH LLC of, and Santander Consumer FTH LLC hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer FTH LLC hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of the representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Assets shall not be part of Santander ConsumerBAC’s estate in the event of a bankruptcy or insolvency of Santander ConsumerBAC. The sales and transfers by Santander Consumer BAC of the Receivables and other Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerBAC, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer BAC are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander ConsumerBAC, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This this Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The the conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer BAC of, and Santander Consumer BAC hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer BAC hereunder; (iii) The the possession by the Purchaser or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, assignments and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and the related Bank Transferred Assets shall not be part of Santander Consumerthe Bank’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Bank. The sales and transfers by Santander Consumer the Bank of the Receivables and other Purchased the related Bank Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Bank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Bank are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Bank Transferred Assets are held to be property of Santander Consumerthe Bank, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Bank Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Bank of, and Santander Consumer the Bank hereby grants to the PurchaserFTH LLC, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Bank Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Bank hereunder; (iii) The possession by the Purchaser FTH LLC or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser FTH LLC or a person Person designated by such purchaserFTH LLC, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser FTH LLC for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions transfers and conveyances without recourse assignments rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Purchased Assets shall not be part of Santander Consumerthe Bank’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Bank. The sales and transfers by Santander Consumer the Bank of the Receivables and other the related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Bank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Bank are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander Consumerthe Bank, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Bank of, and Santander Consumer the Bank hereby grants to the PurchaserDepositor, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Bank hereunder; (iii) The possession by the Purchaser Depositor or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser Depositor or a person Person designated by such purchaserthe Depositor, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Depositor for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Purchased Assets shall not be part of Santander ConsumerCOAF’s estate in the event of a bankruptcy or insolvency of Santander ConsumerCOAF. The sales and transfers by Santander Consumer COAF of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerCOAF, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer COAF are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander ConsumerCOAF, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; (ii) The conveyance conveyances provided for in Section 2.1 and Section 2.2 shall be deemed to be a grant by Santander Consumer COAF of, and Santander Consumer COAF hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer COAF hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files Receivables files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions assignments and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, sales and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Purchased Assets shall not be part treated as property of Santander Consumer’s estate the Bank by the FDIC or other governmental authority acting as conservator or receiver of the Bank in a conservatorship, receivership, insolvency or other similar proceeding in respect of the event of a bankruptcy Bank under the Federal Deposit Insurance Act, 12 U.S.C. Section 1811 et seq. or insolvency of Santander Consumerother applicable law. The sales and transfers by Santander Consumer the Bank of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Bank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Bank are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander Consumerthe Bank, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Bank of, and Santander Consumer the Bank hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Bank hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that constitute constituting instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Conveyed Assets shall not be part of Santander Consumerthe Issuer’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Issuer. The sales and transfers by Santander Consumer the Issuer of the Receivables and other Purchased Conveyed Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Issuer, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Issuer are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Conveyed Assets are held to be property of Santander Consumerthe Issuer, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Conveyed Assets, then it is intended that: (i) This this Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The the conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Issuer of, and Santander Consumer the Issuer hereby grants to the PurchaserGrantor Trust, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Conveyed Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Issuer hereunder; (iii) The the possession by the Purchaser Grantor Trust or its agent agent, of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (agents, as applicable) , of the Purchaser Grantor Trust for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Contracts and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables Contracts and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the ReceivablesContracts. (b) Notwithstanding the foregoing, in the event that the Receivables Contracts and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables Contracts and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer ofthe Seller, and Santander Consumer the Seller hereby grants grants, to the Purchaser, Issuer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables Contracts and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Contract Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions assignments and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, assignments and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and the related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions assignments and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer ofthe Seller, and Santander Consumer the Seller hereby grants grants, to the Purchaser, Issuer a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that constitute constituting instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumer’s the Seller's estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer ofthe Seller, and Santander Consumer the Seller hereby grants grants, to the Purchaser, Issuer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer's agent, of the Receivable Receivables Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “"possession by the secured party” " or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, assignments and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Purchased Assets shall not be part of Santander ConsumerFTH LLC’s estate in the event of a bankruptcy or insolvency of Santander ConsumerFTH LLC. The sales and transfers by Santander Consumer FTH LLC of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerFTH LLC, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer FTH LLC are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander ConsumerFTH LLC, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer FTH LLC of, and Santander Consumer FTH LLC hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer FTH LLC hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, sales and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Purchased Assets shall not be part of Santander ConsumerVCI’s estate in the event of a bankruptcy or insolvency of Santander ConsumerVCI. The sales and transfers by Santander Consumer VCI of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerVCI, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer VCI are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander ConsumerVCI, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer VCI of, and Santander Consumer VCI hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer VCI hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, assignments and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and the related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or 28 Sale and Servicing Agreement insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Conveyed Assets shall not be part of Santander Consumerthe Issuer’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Issuer. The sales and transfers by Santander Consumer the Issuer of the Receivables and other Purchased Conveyed Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Issuer, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Issuer are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Conveyed Assets are held to be property of Santander Consumerthe Issuer, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Conveyed Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Issuer of, and Santander Consumer the Issuer hereby grants to the PurchaserGrantor Trust, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Conveyed Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Issuer hereunder; (iii) The possession by the Purchaser Grantor Trust or its agent agent, of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (agents, as applicable) , of the Purchaser Grantor Trust for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables listed on the Schedule of Receivables and related Purchased Assets shall not be part treated as property of Santander Consumerthe Depositor’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Depositor. The sales and transfers by Santander Consumer the Depositor of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Depositor, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Depositor are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables listed on the Schedule of Receivables and other Purchased Assets are held to be property of Santander Consumerthe Depositor, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the such Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Depositor of, and Santander Consumer the Depositor hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables listed on the Schedule of Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Depositor hereunder; (iii) The possession by the Purchaser Issuer or its agent of the Receivable Files related to the Receivables listed on the Schedule of Receivables and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, sales and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention The sale and contribution of the parties hereto that Transaction SUBI, the Purchased Assets Transaction SUBI Certificate, the Transaction SUBI Certificate and the Seller’s rights under the SUBI Sale Agreement shall not be part reflected on the Seller’s balance sheet and other financial statements as a sale and contribution of Santander Consumer’s estate in assets by the event of a bankruptcy or insolvency of Santander ConsumerSeller. The sales and transfers contributions by Santander Consumer the Seller of the Receivables Transaction SUBI and other Purchased Assets the Transaction SUBI Certificate and the beneficial interest in the Units allocated thereto hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivablesunderlying indebtedness. (b) Notwithstanding the foregoing, in the event that the Receivables Transaction SUBI, the Transaction SUBI Certificate and other Purchased Assets the Seller’s rights under the SUBI Sale Agreement are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables Transaction SUBI, the Transaction SUBI Certificate and other Purchased Assetsthe Seller’s rights under the SUBI Sale Agreement, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants the Seller to the Purchaser, Buyer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables Transaction SUBI, the Transaction SUBI Certificate and other Purchased Assetsthe Seller’s rights under the SUBI Sale Agreement, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Buyer or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper Transaction SUBI Certificate shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Buyer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, sales and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention The sale and contribution of the parties hereto that Transaction SUBI and the Purchased Assets Transaction SUBI Certificate shall not be part reflected on the Seller’s balance sheet and other financial statements as a sale and contribution of Santander Consumer’s estate in assets by the event of a bankruptcy or insolvency of Santander ConsumerSeller. The sales and transfers contributions by Santander Consumer the Seller of the Receivables Transaction SUBI and other Purchased Assets the Transaction SUBI Certificate and the beneficial interest in the Units allocated thereto hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivablesunderlying indebtedness. (b) Notwithstanding the foregoing, in the event that the Receivables Transaction SUBI and other Purchased Assets the Transaction SUBI Certificate are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables Transaction SUBI and other Purchased Assetsthe Transaction SUBI Certificate, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants the Seller to the Purchaser, Buyer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables Transaction SUBI and other Purchased Assetsthe Transaction SUBI Certificate, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Buyer or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper Transaction SUBI Certificate shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Buyer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, assignments and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers transfer of the Purchased Property contemplated and effected under this Agreement are is a complete and absolute sales, transfers, assignments, contributions sale and conveyances without recourse transfer of the Purchased Property rather than pledges a pledge or assignments assignment of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and other Purchased Assets Property shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales sale and transfers transfer by Santander Consumer the Seller of the Receivables and other Purchased Assets Property hereunder are is and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets Property are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased AssetsProperty, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer ofthe Seller, and Santander Consumer the Seller hereby grants grants, to the Purchaser, Purchaser of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased AssetsProperty, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Receivables Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions transfers and conveyances without recourse assignments rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and the related Purchased Assets shall not be part of Santander Consumerthe Bank’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Bank. The sales and transfers by Santander Consumer the Bank of the Receivables and other the related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Bank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Bank are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander Consumerthe Bank, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance conveyance[s] provided for in Section 2.1 [and Section 2.2] shall be deemed to be a grant by Santander Consumer the Bank of, and Santander Consumer the Bank hereby grants to the Purchaser, XXXX a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Bank hereunder; (iii) The possession by the Purchaser XXXX or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser XXXX or a person Person designated by such purchaser, XXXX for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser XXXX for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables listed on the Schedule of Receivables and related Purchased Assets shall not be part treated as property of Santander Consumerthe Depositor’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Depositor. The sales and transfers by Santander Consumer the Depositor of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Depositor, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Depositor are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables listed on the Schedule of Receivables and other Purchased Assets are held to be property of Santander Consumerthe Depositor, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the such Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Depositor of, and Santander Consumer the Depositor hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables listed on the Schedule of Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Depositor hereunder; (iii) The possession by the Purchaser Issuer or its agent of the Receivable Receivables Files related to the Receivables listed on the Schedule of Receivables and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, assignments and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Bank Transferred Assets shall not be part of Santander Consumerthe Bank’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Bank. The sales and transfers by Santander Consumer the Bank of the Receivables and other Purchased related the Bank Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Bank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Bank are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Bank Transferred Assets are held to be property of Santander Consumerthe Bank, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Bank Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Bank of, and Santander Consumer the Bank hereby grants to the PurchaserFTH LLC, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Bank Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Bank hereunder; (iii) The possession by the Purchaser FTH LLC or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser FTH LLC or a person Person designated by such purchaserFTH LLC, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser FTH LLC for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, assignments and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and the related Bank Transferred Assets shall not be part of Santander Consumerthe Bank’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Bank. The sales and transfers by Santander Consumer the Bank of the Receivables and other Purchased the related Bank Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Bank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Bank are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Bank Transferred Assets are held to be property of Santander Consumerthe Bank, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Bank Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Bank of, and Santander Consumer the Bank hereby grants to the PurchaserFTH LLC, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Bank Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Bank hereunder; (iii) The possession by the Purchaser FTH LLC or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser FTH LLC or a person Person designated by such purchaserFTH LLC, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser FTH LLC for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, sales and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Purchased Assets shall not be part treated as property of Santander Consumer’s estate the Bank by the FDIC or other governmental authority acting as conservator or receiver of the Bank in a conservatorship, receivership, insolvency or other similar proceeding in respect of the event of a bankruptcy Bank under the Federal Deposit Insurance Act, 12 U.S.C. Section 1811 et seq. or insolvency of Santander Consumerother applicable law. The sales and transfers by Santander Consumer the Bank of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Bank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Bank are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander Consumerthe Bank, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Bank of, and Santander Consumer the Bank hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Bank hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers transfer of the Purchased Property contemplated and effected under this Agreement are is a complete and absolute sales, transfers, assignments, contributions sale and conveyances without recourse transfer of the Purchased Property rather than pledges a pledge or assignments assignment of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and other Purchased Assets Property shall not be part of Santander Consumer’s the Seller's estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales sale and transfers transfer by Santander Consumer the Seller of the Receivables and other Purchased Assets Property hereunder are is and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets Property are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased AssetsProperty, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer ofthe Seller, and Santander Consumer the Seller hereby grants grants, to the Purchaser, Purchaser of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased AssetsProperty, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Receivables Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “"possession by the secured party” " or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers 29 Sale and Servicing Agreement (USAA 2010-1) rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer ofthe Seller, and Santander Consumer the Seller hereby grants grants, to the Purchaser, Issuer a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer ofthe Seller, and Santander Consumer the Seller hereby grants grants, to the Purchaser, Issuer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. ‌ (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions transfers and conveyances without recourse assignments rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and the related Purchased Assets shall not be part treated as property of Santander Consumer’s estate the Bank by the FDIC or other governmental authority acting as conservator or receiver of the Bank in a conservatorship, receivership, insolvency or other similar Proceeding in respect of the event of a bankruptcy Bank under the Federal Deposit Insurance Act, 12 U.S.C. Section 1811 et seq. or insolvency of Santander Consumerother applicable law. The sales and transfers by Santander Consumer the Bank of the Receivables and other the related Purchased Assets hereunder are and shall be without recourse to, or and without representation or warranty (express or implied) by, Santander Consumerthe Bank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Bank are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander Consumerthe Bank, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This this Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The the conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Bank of, and Santander Consumer the Bank hereby grants to the Purchaser, Depositor a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Bank hereunder; (iii) The the possession by the Purchaser Depositor or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser Depositor or a person Person designated by such purchaser, the Depositor for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Depositor for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, assignments and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Assets shall not be part of Santander Consumer’s estate in the event of a bankruptcy or insolvency of Santander Consumer. The sales and transfers by Santander Consumer of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumer, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander Consumer, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance conveyances provided for in Section 2.1 and Section 2.2 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the 29 Sale and Servicing Agreement (2012-5) Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Purchased Assets shall not be part of Santander ConsumerCOAF’s estate in the event of a bankruptcy or insolvency of Santander ConsumerCOAF. The sales and transfers by Santander Consumer COAF of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerCOAF, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer COAF are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander ConsumerCOAF, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; (ii) The conveyance conveyances provided for in Section 2.1 and Section 2.2 shall be deemed to be a grant by Santander Consumer COAF of, and Santander Consumer COAF hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer COAF hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Receivables Files and any other property that constitute as constitutes instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, assignments and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and the related Purchased Assets shall not be part of Santander ConsumerFTH LLC’s estate in the event of a bankruptcy or insolvency of Santander ConsumerFTH LLC. The sales and transfers by Santander Consumer FTH LLC of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerFTH LLC, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer FTH LLC are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander ConsumerFTH LLC, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer FTH LLC of, and Santander Consumer FTH LLC hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer FTH LLC hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions 30 Sale and Servicing Agreement (USAA 2016-1) assignments and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer ofthe Seller, and Santander Consumer the Seller hereby grants grants, to the Purchaser, Issuer a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables listed on the Schedule of Receivables and related Third Tier Purchased Assets shall not be part treated as property of Santander ConsumerBAASC’s estate in the event of a bankruptcy or insolvency of Santander ConsumerBAASC. The sales and transfers by Santander Consumer BAASC of the Receivables listed on the Schedule of Receivables and other related Third Tier Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerBAASC, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer BAASC are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables listed on the Schedule of Receivables and other Third Tier Purchased Assets are held to be property of Santander ConsumerBAASC, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the such Receivables and other Third Tier Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer BAASC of, and Santander Consumer BAASC hereby grants to the Third Tier Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables listed on the Schedule of Receivables and other Third Tier Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer BAASC hereunder; (iii) The possession by the Third Tier Purchaser or its agent of the Receivable Receivables Files related to the Receivables listed on the Schedule of Receivables and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Third Tier Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants grants, to the Purchaser, Issuer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables listed on the Schedule of Receivables and related First Tier Purchased Assets shall not be part treated as property of Santander Consumer’s estate BANA by the FDIC or other governmental authority acting as conservator or receiver of BANA in a conservatorship, receivership, insolvency or other similar Proceeding in respect of BANA under the event of a bankruptcy Federal Deposit Insurance Act, 12 U.S.C. Section 1811 et seq. or insolvency of Santander Consumerother applicable law. The sales and transfers by Santander Consumer BANA of the Receivables listed on the Schedule of Receivables and other related First Tier Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerBANA, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer BANA are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables listed on the Schedule of Receivables and other First Tier Purchased Assets are held to be property of Santander ConsumerBANA, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the such Receivables and other First Tier Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer BANA of, and Santander Consumer BANA hereby grants to the First Tier Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables listed on the Schedule of Receivables and other First Tier Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer BANA hereunder; (iii) The possession by the First Tier Purchaser or its agent of the Receivable Receivables Files related to the Receivables listed on the Schedule of Receivables and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the First Tier Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions assignments and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation 31 Sale and Servicing Agreement (2017-2) or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Purchased Assets shall not be part of Santander ConsumerVCI’s estate in the event of a bankruptcy or insolvency of Santander ConsumerVCI. The sales and transfers by Santander Consumer VCI of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerVCI, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer VCI are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander ConsumerVCI, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; (ii) The conveyance conveyances provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer VCI of, and Santander Consumer VCI hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer VCI hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, sales and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention The sale and contribution of the parties hereto that Transaction SUBI and the Purchased Assets Transaction SUBI Certificate shall not be part reflected on the Seller's balance sheet and other financial statements as a sale and contribution of Santander Consumer’s estate in assets by the event of a bankruptcy or insolvency of Santander ConsumerSeller. The sales and transfers contributions by Santander Consumer the Seller of the Receivables Transaction SUBI and other Purchased Assets the Transaction SUBI Certificate and the beneficial interest in the Units allocated thereto hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of underlying indebtedness, and therefore are intended to be consistent with warranties ordinarily given by a seller of goods under Article 2 of the ReceivablesUCC. (b) Notwithstanding the foregoing, in the event that the Receivables Transaction SUBI and other Purchased Assets the Transaction SUBI Certificate are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables Transaction SUBI and other Purchased Assetsthe Transaction SUBI Certificate, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants the Seller to the Purchaser, Buyer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables Transaction SUBI and other Purchased Assetsthe Transaction SUBI Certificate, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Buyer or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper Transaction SUBI Certificate shall be deemed to be “"possession by the secured party” " or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Buyer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or 28 Sale and Servicing Agreement insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Receivables Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, sales and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related [Originator] Sold Assets shall not be part of Santander Consumer[Originator]’s estate in the event of a bankruptcy or insolvency of Santander Consumer[Originator]. The sales and transfers by Santander Consumer [Originator] of the Receivables and other Purchased related [Originator] Sold Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumer[Originator], except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer [Originator] are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased [Originator] Sold Assets are held to be property of Santander Consumer[Originator], or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased [Originator] Sold Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer [Originator] of, and Santander Consumer [Originator] hereby grants to the PurchaserFTH LLC, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased [Originator] Sold Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer [Originator] hereunder; (iii) The possession by the Purchaser FTH LLC or its agent of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser FTH LLC or a person designated by such purchaserFTH LLC, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser FTH LLC for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables.. 28 Sale and Servicing Agreement (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Receivables Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, sales and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for accounting and all other purposes. It is further the intention of the parties hereto that the Purchased Assets Receivables and related Trust Property shall not be part of Santander ConsumerSeller’s estate in the event of a bankruptcy or insolvency of Santander ConsumerSeller. The sales and transfers by Santander Consumer Seller of the Receivables and other Purchased Assets related Trust Property hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerSeller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets Trust Property are held to be property of Santander ConsumerSeller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased AssetsTrust Property, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 2.01 shall be deemed to be a grant by Santander Consumer Seller of, and Santander Consumer Seller hereby grants to the PurchaserDepositor, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased AssetsTrust Property, to secure such indebtedness and the performance of the obligations of Santander Consumer Seller hereunder; (iii) The possession by the Purchaser Depositor or its agent of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Depositor for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables listed on the Schedule of Receivables and related First Tier Purchased Assets shall not be part treated as property of Santander Consumer’s estate BANA by the FDIC or other governmental authority acting as conservator or receiver of BANA in a conservatorship, receivership, insolvency or other similar Proceeding in respect of BANA under the event of a bankruptcy Federal Deposit Insurance Act, 12 U.S.C. Section 1811 et seq. or insolvency of Santander Consumerother applicable law. The sales and transfers by Santander Consumer BANA of the Receivables listed on the Schedule of Receivables and other related First Tier Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerBANA, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer BANA are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables listed on the Schedule of Receivables and other First Tier Purchased Assets are held to be property of Santander ConsumerBANA, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the such Receivables and other First Tier Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer BANA of, and Santander Consumer BANA hereby grants to the First Tier Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables listed on the Schedule of Receivables and other First Tier Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer BANA hereunder; (iii) The possession by the First Tier Purchaser or its agent of the Receivable Files related to the Receivables listed on the Schedule of Receivables and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the First Tier Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, sales and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Purchased Assets shall not be part of Santander ConsumerFTH LLC’s estate in the event of a bankruptcy or insolvency of Santander ConsumerFTH LLC. The sales and transfers by Santander Consumer FTH LLC of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerFTH LLC, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer FTH LLC are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander ConsumerFTH LLC, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer FTH LLC of, and Santander Consumer FTH LLC hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer FTH LLC hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables listed on the Schedule of Receivables and related Second Tier Purchased Assets shall not be part treated as property of Santander ConsumerBASHC’s estate in the event of a bankruptcy or insolvency of Santander ConsumerBASHC. The sales and transfers by Santander Consumer BASHC of the Receivables listed on the Schedule of Receivables and other related Second Tier Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerBASHC, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer BASHC are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables listed on the Schedule of Receivables and other Second Tier Purchased Assets are held to be property of Santander ConsumerBASHC, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the such Receivables and other Second Tier Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer BASHC of, and Santander Consumer BASHC hereby grants to the Second Tier Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables listed on the Schedule of Receivables and other Second Tier Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer BASHC hereunder; (iii) The possession by the Second Tier Purchaser or its agent of the Receivable Receivables Files related to the Receivables listed on the Schedule of Receivables and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Second Tier Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Assets shall not be part of Santander ConsumerBAC’s estate in the event of a bankruptcy or insolvency of Santander ConsumerBAC. The sales and transfers by Santander Consumer BAC of the Receivables and other Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerBAC, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer BAC are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander ConsumerBAC, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: : (i) This this Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The the conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer BAC of, and Santander Consumer BAC hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer BAC hereunder; (iii) The the possession by the Purchaser or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is 708320802 14443670 29 SALE AND SERVICING AGREEMENT (USAA 2014-1) held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer ofthe Seller, and Santander Consumer the Seller hereby grants grants, to the Purchaser, Issuer a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, sales and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention The sale and contribution of the parties hereto that Transaction SUBI and the Purchased Assets Transaction SUBI Certificate shall not be part reflected on the Seller's balance sheet and other financial statements as a sale and contribution of Santander Consumer’s estate in assets by the event of a bankruptcy or insolvency of Santander ConsumerSeller. The sales and transfers contributions by Santander Consumer the Seller of the Receivables Transaction SUBI and other Purchased Assets the Transaction SUBI Certificate and the beneficial interest in the Units allocated thereto hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property SUBI Sale Agreement sold, rather than to the collectability collectibility of underlying indebtedness, and therefore are intended to be consistent with warranties ordinarily given by a seller of goods under Article 2 of the ReceivablesUCC. (b) Notwithstanding the foregoing, in the event that the Receivables Transaction SUBI and other Purchased Assets the Transaction SUBI Certificate are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables Transaction SUBI and other Purchased Assetsthe Transaction SUBI Certificate, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants the Seller to the Purchaser, Buyer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables Transaction SUBI and other Purchased Assetsthe Transaction SUBI Certificate, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Buyer or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper Transaction SUBI Certificate shall be deemed to be “"possession by the secured party” " or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Buyer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or 29 Sale and Servicing Agreement (2013-5) insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the 29 Sale and Servicing Agreement (2011-3) Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions assignments and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that 40 Sale and Servicing Agreement (BLAST 2024-2) the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, the Grantor Trust or its agent the Servicer as the Issuer’s and the Grantor Trust’s agent, of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (agents, as applicable) , of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables listed on the Schedule of Receivables and related Second Tier Purchased Assets shall not be part treated as property of Santander ConsumerBASHC’s estate in the event of a bankruptcy or insolvency of Santander ConsumerBASHC. The sales and transfers by Santander Consumer BASHC of the Receivables listed on the Schedule of Receivables and other related Second Tier Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerBASHC, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer BASHC are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables listed on the Schedule of Receivables and other Second Tier Purchased Assets are held to be property of Santander ConsumerBASHC, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the such Receivables and other Second Tier Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer BASHC of, and Santander Consumer BASHC hereby grants to the Second Tier Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables listed on the Schedule of Receivables and other Second Tier Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer BASHC hereunder; (iii) The possession by the Second Tier Purchaser or its agent of the Receivable Files related to the Receivables listed on the Schedule of Receivables and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Second Tier Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer ofthe Seller, and Santander Consumer the Seller hereby grants grants, to the Purchaser, Issuer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer ofthe Seller, and Santander Consumer the Seller hereby grants grants, to the Purchaser, Issuer a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the 716542789 15481814 29 Sale and Servicing Agreement (USAA 2015-1) Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, sales and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention The sale and contribution of the parties hereto that Transaction SUBI and the Purchased Assets Transaction SUBI Certificate shall not be part reflected on the Seller’s balance sheet and other financial statements as a sale and contribution of Santander Consumer’s estate in assets by the event of a bankruptcy or insolvency of Santander ConsumerSeller. The sales and transfers contributions by Santander Consumer the Seller of the Receivables Transaction SUBI and other Purchased Assets the Transaction SUBI Certificate and the beneficial interest in the Units allocated thereto hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of underlying indebtedness, and therefore are intended to be consistent with warranties ordinarily given by a seller of goods under Article 2 of the ReceivablesUCC. (b) Notwithstanding the foregoing, in the event that the Receivables Transaction SUBI and other Purchased Assets the Transaction SUBI Certificate are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables Transaction SUBI and other Purchased Assetsthe Transaction SUBI Certificate, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants the Seller to the Purchaser, Buyer of a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables Transaction SUBI and other Purchased Assetsthe Transaction SUBI Certificate, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Buyer or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper Transaction SUBI Certificate shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Buyer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, sales and contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Purchased Assets shall not be part treated as property of Santander Consumer’s estate the Bank by the FDIC or other governmental authority acting as conservator or receiver of the Bank in a conservatorship, receivership, insolvency or other similar proceeding in respect of the event of a bankruptcy Bank under the Federal Deposit Insurance Act, 12 U.S.C. Section 1811 et seq or insolvency of Santander Consumerother applicable law. The sales and transfers by Santander Consumer the Bank of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Bank, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Bank are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander Consumerthe Bank, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Bank of, and Santander Consumer the Bank hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Bank hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer ofthe Seller, and Santander Consumer the Seller hereby grants grants, to the Purchaser, Issuer a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person Person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder;; 29 Sale and Servicing Agreement (2011-4) (iii) The possession by the Purchaser Issuer, or its agent the Servicer as the Issuer’s agent, of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions assignments and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, the Grantor Trust or its agent the Servicer as the Issuer’s and the Grantor Trust’s agent, of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions assignments and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, the Grantor Trust or its agent the Servicer as the Issuer’s and the Grantor Trust’s agent, of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (agents, as applicable) , of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions assignments and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder;; 40 Sale and Servicing Agreement (BLAST 2024-1) (iii) The possession by the Purchaser Issuer, the Grantor Trust or its agent the Servicer as the Issuer’s and the Grantor Trust’s agent, of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (agents, as applicable) , of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions sales and conveyances without recourse transfers rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Purchased Assets shall not be part of Santander Consumer’s VCI's estate in the event of a bankruptcy or insolvency of Santander ConsumerVCI. The sales and transfers by Santander Consumer VCI of the Receivables and other related Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander ConsumerVCI, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer VCI are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability collectibility of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander ConsumerVCI, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer VCI of, and Santander Consumer VCI hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer VCI hereunder; (iii) The possession by the Purchaser or its agent of the Receivable Files and any other property that as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “"possession by the secured party” " or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC Uniform Commercial Code and the UCC Uniform Commercial Code of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. ‌ (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions transfers and conveyances without recourse assignments rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and the related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased the related Transferred Assets hereunder are and shall be without recourse to, or and without representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This this Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The the conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The the possession by the Purchaser Issuer or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser Issuer or a person Person designated by such purchaserthe Issuer, for purposes of perfecting the such security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications notifications to persons Persons holding such property, and acknowledgments, receipts or confirmations from persons Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions assignments and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Receivables and related Transferred Assets shall not be part of Santander Consumerthe Seller’s estate in the event of a bankruptcy or insolvency of Santander Consumerthe Seller. The sales and transfers by Santander Consumer the Seller of the Receivables and other Purchased related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumerthe Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Transferred Assets are held to be property of Santander Consumerthe Seller, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Transferred Assets, then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) The conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer the Seller of, and Santander Consumer the Seller hereby grants to the PurchaserIssuer, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Transferred Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer the Seller hereunder; (iii) The possession by the Purchaser Issuer, the Grantor Trust or its agent the Servicer as the Issuer’s and the Grantor Trust’s agent, of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (agents, as applicable) , of the Purchaser Issuer for the purpose of perfecting such security interest under applicable law.. 41 Sale and Servicing Agreement (BLAST 2024-4)