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IMPORTANT NOTICE
You must read the following before continuing. In accessing the Offer to Purchase (as defined below),
you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information
from Santander Holdings USA,
Inc. (“SHUSA”) and the Dealer Manager (as defined below) as a result of such access.
THE FOLLOWING HOLDERS OF OLD NOTES ARE INELIGIBLE TO PARTICIPATE IN THESE CASH OFFERS (EACH, AN “INELIGIBLE HOLDER”):
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ANY HOLDER THAT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, OF 1933, AS AMENDED
(THE “SECURITIES ACT”), A “QIB”); OR
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ANY HOLDER THAT IS LOCATED OUTSIDE THE UNITED STATES AND IS
(I) NOT A “U.S. PERSON” (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT,
A “U.S. PERSON”),
(II) NOT ACTING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND
(III) A “NON-U.S. QUALIFIED OFFEREE” (AS DEFINED IN THE OFFER TO PURCHASE).
ALL OTHER HOLDERS OF OLD NOTES ARE ELIGIBLE TO PARTICIPATE IN THE CASH OFFERS (SUCH OTHER HOLDERS, THE “ELIGIBLE HOLDERS”).
HOLDERS OF OLD NOTES PARTICIPATING IN THE CASH OFFERS ARE REQUIRED TO COMPLETE THE CERTIFICATION INSTRUCTIONS LETTER AND CERTIFY THAT THEY ARE ELIGIBLE
HOLDERS IN ORDER TO PARTICIPATE IN THE CASH OFFERS DESCRIBED IN THE OFFER TO PURCHASE.
SHUSA RESERVES THE RIGHT TO, IN ITS SOLE DISCRETION, (I) REQUEST ADDITIONAL EVIDENCE SATISFACTORY TO SHUSA THAT ANY TENDERING HOLDER IS AN
“ELIGIBLE HOLDER” AND (II) REJECT ANY TENDERS THAT SHUSA DETERMINES, IN ITS SOLE DISCRETION, ARE NOT TENDERED BY AN
“ELIGIBLE HOLDER”. IF SHUSA REQUESTS ADDITIONAL EVIDENCE WITH RESPECT TO A TENDERING HOLDER’S STATUS, SUCH TENDERING HOLDER MUST
PROVIDE SUCH EVIDENCE WITHIN ONE BUSINESS DAY OF SUCH REQUEST. FAILURE TO PROVIDE EVIDENCE SATISFACTORY TO SHUSA, IN ITS SOLE DISCRETION,
THAT SUCH TENDERING HOLDER IS AN “ELIGIBLE HOLDER”
WITHIN SUCH TIME PERIOD MAY RESULT IN SUCH TENDER BEING REJECTED. SHUSA WILL NOT EXTEND THE CASH OFFERS OR THE CONCURRENT EXCHANGE OFFERS
(AS DESCRIBED IN THE OFFER TO PURCHASE) TO ACCOMMODATE
ANY TENDERS THAT ARE REJECTED AS A RESULT OF A HOLDER’S FAILURE TO COMPLY WITH THE PROVISIONS OF THE OFFER TO PURCHASE.
If you are, or fail to provide evidence satisfactory to SHUSA in its sole discretion upon request that you are not, either
(i) a QIB within the meaning of Rule 144A under the Securities Act or
(ii) a holder that is located outside of the United States that is
(x) not a U.S. Person,
(y) not acting for the account or benefit of a U.S. Person and
(z) a Non-U.S. qualified offeree, you are not an Eligible Holder and are not permitted to participate in the Cash Offers described in the Offer to Purchase.
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