EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding: (a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering Memorandum, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables; (b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules; (c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and (d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (DRIVE 2017-1)
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in of the securitization transaction described in nominal value of each of the Offering Memorandum, in the form of retention of a first loss tranche, tranches sold or transferred to investors in accordance with the text of option (da) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion at least 5% of the aggregate Percentage Interests nominal value of each Class of Notes (including the Certificates, such portion representing Class E Notes) and at least 5% of the aggregate nominal value of Percentage Interests in the ReceivablesCertificates;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;; 41 Sale and Servicing Agreement (2017-1)
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 42 Sale and Servicing Agreement (DRIVE 2017-1)) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2017-1, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxxx Xxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: Name: Title: If to the Issuer: Santander Drive Auto Receivables Trust 2017-1 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Xxxxx’x Investors Service, Inc.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (DRIVE 2017-1).
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (DRIVE 20172018-1)) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: Name: Xxxx XxXxxxxxxx Title: Vice President as Issuer By: Xxxxx Fargo Delaware Trust Company, N.A. not in its individual capacity but solely as Owner Trustee By: Name: Title: as Servicer By: Name: Xxxxx Xxxxx Title: Vice President S-3 Sale and Servicing Agreement (DRIVE 2018-1) not in its individual capacity but solely as Indenture Trustee By: Name: Title: not in its individual capacity but solely as Certificate Paying Agent only with respect to Section 9.23 By: Name: Title: If to the Issuer: Drive Auto Receivables Trust 2018-1 c/o Wells Fargo Delaware Trust Company, N.A. as Owner Trustee 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Service with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration – Drive Auto Receivables Trust 2018-1 If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, N.A. 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services/Drive Auto Receivables Trust 2018-1 Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;; 42 Sale and Servicing Agreement (SDART 2018-1)
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (DRIVE 2017SDART 2018-1)) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2018-1, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxxx Xxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: Name: Title: If to the Issuer: Santander Drive Auto Receivables Trust 2018-1 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Fitch Ratings, Inc. 00 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Surveillance Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering Memorandum, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of 41 Sale and Servicing Agreement (2017-2) Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 42 Sale and Servicing Agreement (DRIVE 2017-12) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2017-2, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President If to the Issuer: Santander Drive Auto Receivables Trust 2017-2 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Fitch Ratings, Inc. 00 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Surveillance S&P Global Ratings 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Surveillance Department Xxxxxxx Fixed Income Services LLC 0000 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: SVP Surveillance with a copy to: Xxxxxxx Fixed Income Services LLC 000 Xxxxx Xxxxxxx Road, Suite 200 Shelton, CT 06484 Attention: General Counsel For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of May 30, 2017, by and between Santander Drive Auto Receivables Trust 2017-2, a Delaware statutory trust (the “Issuer”), Santander Drive Auto Receivables LLC, a Delaware limited liability company (the “Seller”), Santander Consumer USA Inc., an Illinois corporation (“Santander Consumer”), and Xxxxx Fargo Bank, National Association, a national banking association (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer on the Closing Date, without recourse (subject to the obligations in the Agreement) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of the Seller’s rights under the Purchase Agreement and all proceeds of the foregoing, which sale shall be effective as of the Cut-Off Date. The foregoing sale does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. This assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Agreement and is governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC By: Name: Title: In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants, and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;; 42 Sale and Servicing Agreement (SDART 2018-2)
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (SDART 2018-2) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE 2017AUTO RECEIVABLES LLC, as Seller By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2018-1)2, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President If to the Issuer: Santander Drive Auto Receivables Trust 2018-2 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Fitch Ratings, Inc. 00 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Surveillance Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (DRIVE 20172018-1)4) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: Name: Xxxx XxXxxxxxxx Title: Vice President DRIVE AUTO RECEIVABLES TRUST 2018-4, as Issuer By: Xxxxx Fargo Delaware Trust Company, N.A. not in its individual capacity but solely as Owner Trustee By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxxx Xxxxx Title: Vice President WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: Name: Title: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Paying Agent only with respect to Section 9.23 By: Name: Title: If to the Issuer: Drive Auto Receivables Trust 2018-4 c/o Wells Fargo Delaware Trust Company, N.A. as Owner Trustee 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Service with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration – Drive Auto Receivables Trust 2018-4 If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, N.A. 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services/Drive Auto Receivables Trust 2018-4 Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Drive Auto Receivables Trust 2018-4)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;; 42 Sale and Servicing Agreement (SDART 2018-5)
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (SDART 2018-5) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE 2017AUTO RECEIVABLES LLC, as Seller By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2018-15, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Administrative Vice President SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President If to the Issuer: Santander Drive Auto Receivables Trust 2018-5 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Fitch Ratings, Inc. 00 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Surveillance S&P Global Ratings 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Surveillance Department Xxxxxxx Fixed Income Services LLC 0000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 Attention: SVP Email: XXXXxxxxxx@xxxxxxx.xxx with a copy to: Xxxxxxx Fixed Income Services LLC c/x Xxxxxxx Holdings LLC 0000 Xxxxxx Xxxxxx Xxxx Xxxxx Xxxxx 0000 Xxxxxxxxxxxx, XX 00000 Attention: General Counsel For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of October 24, 2018, by and between Santander Drive Auto Receivables Trust 2018-5, a Delaware statutory trust (the “Issuer”), Santander Drive Auto Receivables LLC, a Delaware limited liability company (the “Seller”), Santander Consumer USA Inc., an Illinois corporation (“Santander Consumer”), and Xxxxx Fargo Bank, National Association, a national banking association (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer on the Closing Date, without recourse (subject to the obligations in the Agreement) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of the Seller’s rights under the Purchase Agreement and all proceeds of the foregoing, which sale shall be effective as of the Cut-Off Date. The foregoing sale does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. This assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Agreement and is governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC By: Name: Title: In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants, and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2018-5)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;; 42 Sale and Servicing Agreement (SDART 2018-5)
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (SDART 2018-5) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE 2017AUTO RECEIVABLES LLC, as Seller By: Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2018-15, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxxx Xxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: Name: Title: If to the Issuer: Santander Drive Auto Receivables Trust 2018-5 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Fitch Ratings, Inc. 00 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Surveillance S&P Global Ratings 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Surveillance Department Xxxxxxx Fixed Income Services LLC 0000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 Attention: SVP Email: XXXXxxxxxx@xxxxxxx.xxx with a copy to: Xxxxxxx Fixed Income Services LLC c/x Xxxxxxx Holdings LLC 0000 Xxxxxx Xxxxxx Xxxx Xxxxx Xxxxx 0000 Xxxxxxxxxxxx, XX 00000 Attention: General Counsel For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of October 24, 2018, by and between Santander Drive Auto Receivables Trust 2018-5, a Delaware statutory trust (the “Issuer”), Santander Drive Auto Receivables LLC, a Delaware limited liability company (the “Seller”), Santander Consumer USA Inc., an Illinois corporation (“Santander Consumer”), and Xxxxx Fargo Bank, National Association, a national banking association (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer on the Closing Date, without recourse (subject to the obligations in the Agreement) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of the Seller’s rights under the Purchase Agreement and all proceeds of the foregoing, which sale shall be effective as of the Cut-Off Date. The foregoing sale does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. This assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Agreement and is governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC By: Name: Title: In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants, and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2018-5)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;; 42 Sale and Servicing Agreement (SDART 2018-1)
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (DRIVE 2017SDART 2018-1)) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2018-1, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President If to the Issuer: Santander Drive Auto Receivables Trust 2018-1 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Fitch Ratings, Inc. 00 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Surveillance Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;; 42 Sale and Servicing Agreement (SDART 2018-3)
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (SDART 2018-3) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE 2017AUTO RECEIVABLES LLC, as Seller By: Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2018-1)3, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxxx Xxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: Name: Title: If to the Issuer: Santander Drive Auto Receivables Trust 2018-3 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2018-3)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (DRIVE 2017-1)2) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. as Seller By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Vice President as Issuer By: Xxxxx Fargo Delaware Trust Company, N.A. not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President not in its individual capacity but solely as Indenture Trustee By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President not in its individual capacity but solely as Certificate Paying Agent only with respect to Section 9.23 By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President If to the Issuer: Drive Auto Receivables Trust 2017-2 c/o Wells Fargo Delaware Trust Company, N.A. as Owner Trustee 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Service with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration – Drive Auto Receivables Trust 2017-2 If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, N.A. 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services/Drive Auto Receivables Trust 2017-2 Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer hereby With reference to Article 405(1) of the CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, each as in effect on the date of the issuance of the Notes, Citibank covenants and agrees, in connection agrees with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
Underwriters that (ai) Santander ConsumerCitibank, as “originator” for the purposes of the EU Retention Rules, risk retention rules will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of that is not less than 5% in five percent of the securitization transaction described in nominal value of the Offering Memorandumsecuritized exposures, in the a form of retention of a first loss tranche, that is intended to qualify as an originator’s interest as provided in accordance with the text of option (db) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all or part of the membership Sellers’ Interest; (ii) Citibank will not allow the retained interest to be subject to any credit risk mitigation, short position or other hedge or to be sold, if as a result, Citibank would not retain a material net economic interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion an amount that is not less than five percent of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interestsecuritized exposures, except to the extent permitted in accordance with Article 405(1) of the EU Retention Rules;
CRR (cas supplemented by Article 12 of the CRR Delegated Regulation), Article 51(1) Santander Consumer of the AIFM Regulation and Article 254 of the Solvency II Regulation; (iii) Citibank will not change the manner in which it retains its net economic interest in the Retained Interest securitized exposures while any of the Notes are outstanding, except under exceptional circumstances in accordance with that Article 405(1) (as supplemented by Article 10 of the EU Retention RulesCRR Delegated Regulation), that Article 51(1) and that Article 254; and
and (div) Santander Consumer Citibank will provide ongoing confirmation of Santander Consumer’s its continued compliance with its obligations described in clauses (a), (bi) and (cii) above (i) in this paragraph in or concurrently with the delivery of each Servicermonthly Issuer’s Certificate, (ii) Report pursuant to the Indenture while and to the extent that the EU risk retention rules remain in the form effective on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or date the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (DRIVE 2017-1)are issued.
Appears in 1 contract
Samples: Underwriting Agreement (Citibank, N.A., as Depositor of Citibank Credit Card Issuance Trust)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (DRIVE 2017-1)3) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. as Seller By: Name: Xxxx XxXxxxxxxx Title: Vice President as Issuer By: Xxxxx Fargo Delaware Trust Company, N.A. not in its individual capacity but solely as Owner Trustee By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxxx Xxxxx Title: Vice President not in its individual capacity but solely as Indenture Trustee By: Name: Title: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Paying Agent only with respect to Section 9.23 By: Name: Title: If to the Issuer: Drive Auto Receivables Trust 2017-3 c/o Wells Fargo Delaware Trust Company, N.A. as Owner Trustee 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Service with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration – Drive Auto Receivables Trust 2017-3 If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, N.A. 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services/Drive Auto Receivables Trust 2017-3 Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (DRIVE 20172018-1)2) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: Name: Xxxx XxXxxxxxxx Title: Vice President DRIVE AUTO RECEIVABLES TRUST 2018-2, as Issuer By: Xxxxx Fargo Delaware Trust Company, N.A. not in its individual capacity but solely as Owner Trustee By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxxx Xxxxx Title: Vice President WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: Name: Title: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Paying Agent only with respect to Section 9.23 By: Name: Title: Drive Auto Receivables Trust 2018-2 c/o Wells Fargo Delaware Trust Company, N.A. as Owner Trustee 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Service with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration – Drive Auto Receivables Trust 2018-2 If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, N.A. 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services/Drive Auto Receivables Trust 2018-2 Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (DRIVE 20172018-1)) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Vice President as Issuer By: Xxxxx Fargo Delaware Trust Company, N.A. not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President S-2 Sale and Servicing Agreement (DRIVE 2018-1) as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President S-3 Sale and Servicing Agreement (DRIVE 2018-1) not in its individual capacity but solely as Indenture Trustee By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice President S-4 Sale and Servicing Agreement (DRIVE 2018-1) not in its individual capacity but solely as Certificate Paying Agent only with respect to Section 9.23 By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice President If to the Issuer: Drive Auto Receivables Trust 2018-1 c/o Wells Fargo Delaware Trust Company, N.A. as Owner Trustee 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Service with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration – Drive Auto Receivables Trust 2018-1 If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, N.A. 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services/Drive Auto Receivables Trust 2018-1 Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer hereby As used in this agreement, “EU risk retention rules” refers, collectively, to (i) Articles 404-410 of the European Union’s (“EU”) Capital Requirements Regulation ((EU) No. 575/2013) (the “CRR”) (as supplemented by EU secondary legislation, including Commission Delegated Regulation (EU) No. 625/2014 (the “CRR Delegated Regulation”)), (ii) Article 17 of the EU’s Alternative Investment Fund Managers Directive (2011/61/EU) and Articles 50-56 of the Alternative Investment Fund Managers Regulation ((EU) No. 231/2013) (the “AIFM Regulation”) and (iii) Articles 254-257 of Commission Delegated Regulation (EU) No. 2015/35 (the “Solvency II Regulation”), in each case as in effect on the date the Notes are issued. With reference to Article 405(1) of the CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, each as in effect on the date of the issuance of the Notes, Citibank covenants and agrees, in connection agrees with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
each Underwriter that (ai) Santander ConsumerCitibank, as “originator” for the purposes of the EU Retention Rulesrisk retention rules, will retain upon issuance of the Notes and on an ongoing basis currently retains a material net economic interest (the “Retained Interest”) of that is not less than 5% in five percent of the securitization transaction described in nominal value of the Offering Memorandumsecuritized exposures, in the a form of retention of a first loss tranche, that is intended to qualify as an originator’s interest as provided in accordance with the text of option (db) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all or part of the membership Sellers’ Interest; and (ii) Citibank has not allowed the retained interest to be subject to any credit risk mitigation, short position or other hedge or to be sold if, as a result, Citibank would not currently retain a material net economic interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion an amount that is not less than five percent of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interestsecuritized exposures, except to the extent permitted in accordance with the EU Retention Rules;
(cArticle 405(1) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with CRR (as supplemented by Article 12 of the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (aCRR Delegated Regulation), (bArticle 51(1) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach AIFM Regulation and Article 254 of the Transaction Documents. 43 Sale and Servicing Agreement (DRIVE 2017-1)Solvency II Regulation.
Appears in 1 contract
Samples: Underwriting Agreement (Citibank, N.A., as Depositor of Citibank Credit Card Issuance Trust)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (DRIVE 20172018-1)2) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Vice President DRIVE AUTO RECEIVABLES TRUST 2018-2, as Issuer By: Xxxxx Fargo Delaware Trust Company, N.A. not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice President WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Paying Agent only with respect to Section 9.23 By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice President Drive Auto Receivables Trust 2018-2 c/o Wells Fargo Delaware Trust Company, N.A. as Owner Trustee 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Service with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration – Drive Auto Receivables Trust 2018-2 If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, N.A. 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services/Drive Auto Receivables Trust 2018-2 Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;; 42 Sale and Servicing Agreement (SDART 2018-4)
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (SDART 2018-4) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE 2017AUTO RECEIVABLES LLC, as Seller By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2018-1)4, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Administrative Vice President SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President If to the Issuer: Santander Drive Auto Receivables Trust 2018-4 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2018-4)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;; 42 Sale and Servicing Agreement (SDART 2018-2)
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (SDART 2018-2) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE 2017AUTO RECEIVABLES LLC, as Seller By: Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2018-1)2, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxxx Xxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: Name: Title: If to the Issuer: Santander Drive Auto Receivables Trust 2018-2 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Fitch Ratings, Inc. 00 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Surveillance Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Due Diligence and Retention Rules, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the those EU Due Diligence and Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction [described in the Offering MemorandumProspectus][contemplated by the Transaction Documents], in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(16(3) 45 Sale and Servicing Agreement (SDART 20[ ]-[ ]) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Securitization Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Due Diligence and Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Due Diligence and Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 46 Sale and Servicing Agreement (SDART 20[ ]-[ ]) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE 2017AUTO RECEIVABLES LLC, as Seller By: Name: Title: [SANTANDER] DRIVE AUTO RECEIVABLES TRUST 20[ ]-1[ ], as Issuer By: [ ], not in its individual capacity but solely as Owner Trustee By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Title: [ ], not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: Name: Title: If to the Issuer: [Santander] Drive Auto Receivables Trust 20[ ]-[ ] [ ] Facsimile: Attention: with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: Attention: Email: If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: Attention: Email: If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: [ ] If to the Owner Trustee: [ ] [ ] For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of [ ], 20[ ], by and between [Santander] Drive Auto Receivables Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), Santander Drive Auto Receivables LLC, a Delaware limited liability company (the “Seller”), Santander Consumer USA Inc., an Illinois corporation (“Santander Consumer”), and [ ] (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer on the Closing Date, without recourse (subject to the obligations in the Agreement) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of the Seller’s rights under the Purchase Agreement and all proceeds of the foregoing, which sale shall be effective as of the Cut-Off Date. The foregoing sale does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or any Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. This assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Agreement and is governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC By: Name: Title: In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants, and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering Memorandum, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of 41 Sale and Servicing Agreement (2017-2) Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 42 Sale and Servicing Agreement (DRIVE 2017-12) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: Name: Xxxxxx X. Xxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2017-2, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxxx Xxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: Name: Title: If to the Issuer: Santander Drive Auto Receivables Trust 2017-2 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Fitch Ratings, Inc. 00 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Surveillance S&P Global Ratings 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Surveillance Department Xxxxxxx Fixed Income Services LLC 0000 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: SVP Surveillance with a copy to: Xxxxxxx Fixed Income Services LLC 000 Xxxxx Xxxxxxx Road, Suite 200 Shelton, CT 06484 Attention: General Counsel For value received, in accordance with the Sale and Servicing Agreement (the “Agreement”), dated as of May 30, 2017, by and between Santander Drive Auto Receivables Trust 2017-2, a Delaware statutory trust (the “Issuer”), Santander Drive Auto Receivables LLC, a Delaware limited liability company (the “Seller”), Santander Consumer USA Inc., an Illinois corporation (“Santander Consumer”), and Xxxxx Fargo Bank, National Association, a national banking association (the “Indenture Trustee”), on the terms and subject to the conditions set forth in the Agreement, the Seller does hereby irrevocably sell, transfer, assign and otherwise convey to the Issuer on the Closing Date, without recourse (subject to the obligations in the Agreement) all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the Receivables set forth on the schedule of Receivables delivered by the Seller to the Issuer on the date hereof, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, together with all of the Seller’s rights under the Purchase Agreement and all proceeds of the foregoing, which sale shall be effective as of the Cut-Off Date. The foregoing sale does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Seller or the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. This assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Agreement and is governed by the Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Agreement. IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of the date first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC By: Name: Title: In addition to the representations, warranties and covenants contained in the Agreement, the Seller hereby represents, warrants, and covenants to the Issuer and the Indenture Trustee as follows on the Closing Date:
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2017-2)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in of the securitization transaction described in nominal value of each of the Offering Memorandum, in the form of retention of a first loss tranche, tranches sold or transferred to investors in accordance with the text of option (da) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion at least 5% of the aggregate Percentage Interests nominal value of each Class of Notes (including the Certificates, such portion representing Class E Notes) and at least 5% of the aggregate nominal value of Percentage Interests in the ReceivablesCertificates;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;; 41 Sale and Servicing Agreement (2017-1)
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 42 Sale and Servicing Agreement (DRIVE 2017-1)) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Vice President By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2017-1, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President If to the Issuer: Santander Drive Auto Receivables Trust 2017-1 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (DRIVE 20172018-1)4) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Vice President DRIVE AUTO RECEIVABLES TRUST 2018-4, as Issuer By: Xxxxx Fargo Delaware Trust Company, N.A. not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice President WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Paying Agent only with respect to Section 9.23 By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice President If to the Issuer: Drive Auto Receivables Trust 2018-4 c/o Wells Fargo Delaware Trust Company, N.A. as Owner Trustee 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Service with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration – Drive Auto Receivables Trust 2018-4 If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, N.A. 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services/Drive Auto Receivables Trust 2018-4 Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Drive Auto Receivables Trust 2018-4)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (DRIVE 2017-1)2) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. as Seller By: Name: Xxxx XxXxxxxxxx Title: Vice President as Issuer By: Xxxxx Fargo Delaware Trust Company, N.A. not in its individual capacity but solely as Owner Trustee By: Name: Title: as Servicer By: Name: Xxxxx Xxxxx Title: Vice President not in its individual capacity but solely as Indenture Trustee By: Name: Title: not in its individual capacity but solely as Certificate Paying Agent only with respect to Section 9.23 By: Name: Title: If to the Issuer: Drive Auto Receivables Trust 2017-2 c/o Wells Fargo Delaware Trust Company, N.A. as Owner Trustee 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Service with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration – Drive Auto Receivables Trust 2017-2 If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, N.A. 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services/Drive Auto Receivables Trust 2017-2 Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (DRIVE 20172018-1)5) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. as Seller By: Name: Xxxx XxXxxxxxxx Title: Vice President DRIVE AUTO RECEIVABLES TRUST 2018-5, as Issuer By: Xxxxx Fargo Delaware Trust Company, N.A. not in its individual capacity but solely as Owner Trustee By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxxx Xxxxx Title: Vice President WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: Name: Title: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Paying Agent only with respect to Section 9.23 By: Name: Title: If to the Issuer: Drive Auto Receivables Trust 2018-5 c/o Wells Fargo Delaware Trust Company, N.A. as Owner Trustee 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Service with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration – Drive Auto Receivables Trust 2018-5 If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, N.A. 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services/Drive Auto Receivables Trust 2018-5 Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Drive Auto Receivables Trust 2018-5)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;; 42 Sale and Servicing Agreement (SDART 2018-3)
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (SDART 2018-3) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE 2017AUTO RECEIVABLES LLC, as Seller By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2018-1)3, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Administrative Vice President SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President If to the Issuer: Santander Drive Auto Receivables Trust 2018-3 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer The Bank hereby covenants and agrees, in connection with the EU Retention RulesSecuritization Regulation and the UK Securitization Regulation, in each case as in effect and applicable on the Closing Date, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander ConsumerThe Bank, as “originator” (as such term is defined for the purposes of each of the EU Retention RulesSecuritization Regulations), will retain retain, upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, at least 5% of the nominal value of each of the tranches sold or transferred to investors in accordance with the text of option (da) of each of Article 405(16(3) of the EU CRR, Securitization Regulation and option (a) of Article 51(16(3) of the AIFM Regulation and Article 254(2) of the Solvency II UK Securitization Regulation, by holding (i) at least 5% of the nominal value of each Class of Notes and (ii) all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumerthe Bank), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing hold at least 5% of the aggregate nominal value of the ReceivablesCertificates;
(b) Santander Consumer The Bank will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from the Retained Interest, except, in each case, to the extent permitted in accordance with by the EU Retention SR Rules;
(c) Santander Consumer The Bank will not change the manner or form in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with as permitted by the EU Retention SR Rules; and
(d) Santander Consumer The Bank will provide ongoing confirmation of Santander Consumer’s its continued compliance with its obligations described in the foregoing clauses (a), (b) and (c) above (i) ), in or concurrently with the delivery of each Servicer’s CertificateReport. IN WITNESS WHEREOF, (ii) on the occurrence of any Event of Default and (iii) from time parties have caused this Agreement to time upon request be duly executed by any Noteholder in connection with any material change in the performance their respective officers thereunto duly authorized as of the Receivables or day and year first above written. as Servicer By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Vice President, Treasury Capital Markets By: BNY MELLON TRUST OF DELAWARE, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Vice President not in its individual capacity but solely as Indenture Trustee By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Vice President The assessment of compliance to be delivered by the Notes or any material breach of Indenture Trustee shall address, at a minimum, the Transaction Documents. 43 Sale and criteria identified below as “Applicable Servicing Agreement (DRIVE 2017-1)Criteria”:
Appears in 1 contract
Samples: Servicing Agreement (Capital One Prime Auto Receivables Trust 2021-1)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (DRIVE 2017-1)3) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. as Seller By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Vice President as Issuer By: Xxxxx Fargo Delaware Trust Company, N.A. not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President not in its individual capacity but solely as Indenture Trustee By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice President WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Paying Agent only with respect to Section 9.23 By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice President If to the Issuer: Drive Auto Receivables Trust 2017-3 c/o Wells Fargo Delaware Trust Company, N.A. as Owner Trustee 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Service with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration – Drive Auto Receivables Trust 2017-3 If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, N.A. 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services/Drive Auto Receivables Trust 2017-3 Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables LLC)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (DRIVE 20172018-1)5) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. as Seller By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Vice President DRIVE AUTO RECEIVABLES TRUST 2018-5, as Issuer By: Xxxxx Fargo Delaware Trust Company, N.A. not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Administrative Vice President WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Paying Agent only with respect to Section 9.23 By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Administrative Vice President If to the Issuer: Drive Auto Receivables Trust 2018-5 c/o Wells Fargo Delaware Trust Company, N.A. as Owner Trustee 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Service with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration – Drive Auto Receivables Trust 2018-5 If to the Owner Trustee: Xxxxx Fargo Delaware Trust Company, N.A. 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services/Drive Auto Receivables Trust 2018-5 Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Drive Auto Receivables Trust 2018-5)
EU Risk Retention. Santander Consumer hereby covenants and agrees, in connection with the EU Retention Rules, on an ongoing basis, so long as any Notes remain Outstanding:
(a) Santander Consumer, as “originator” for the purposes of the EU Retention Rules, will retain upon issuance of the Notes and on an ongoing basis a material net economic interest (the “Retained Interest”) of not less than 5% in the securitization transaction described in the Offering MemorandumProspectus, in the form of retention of a first loss tranche, in accordance with the text of option (d) of each of Article 405(1) of the EU CRR, Article 51(1) of the AIFM Regulation and Article 254(2) of the Solvency II Regulation, by holding all the membership interest in the Seller (or one or more other wholly-owned special purpose subsidiaries of Santander Consumer), which in turn will retain a portion of the aggregate Percentage Interests of the Certificates, such portion representing at least 5% of the aggregate nominal value of the Receivables;; 42 Sale and Servicing Agreement (SDART 2018-4)
(b) Santander Consumer will not (and will not permit the Seller or any of its other affiliates to) sell, hedge or otherwise mitigate its credit risk under or associated with the Retained Interest, except to the extent permitted in accordance with the EU Retention Rules;
(c) Santander Consumer will not change the manner in which it retains the Retained Interest while any of the Notes are outstanding, except under exceptional circumstances in accordance with the EU Retention Rules; and
(d) Santander Consumer will provide ongoing confirmation of Santander Consumer’s continued compliance with its obligations described in clauses (a), (b) and (c) above (i) in or concurrently with the delivery of each Servicer’s Certificate, (ii) on the occurrence of any Event of Default and (iii) from time to time upon request by any Noteholder in connection with any material change in the performance of the Receivables or the Notes or any material breach of the Transaction Documents. 43 Sale and Servicing Agreement (SDART 2018-4) IN WITNESS WHEREOF, the parties have caused this Sale and Servicing Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. SANTANDER DRIVE 2017AUTO RECEIVABLES LLC, as Seller By: Name: Xxxx XxXxxxxxxx Title: Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 2018-1)4, as Issuer By: Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: Name: Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Xxxxx Xxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee and Certificate Paying Agent By: Name: Title: If to the Issuer: Santander Drive Auto Receivables Trust 2018-4 c/o Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration with copies to the Administrator and the Indenture Trustee If to Santander Consumer, the Servicer or the Administrator: Santander Consumer USA Inc. 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Seller: Santander Drive Auto Receivables LLC 0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Facsimile: (000) 000-0000 Attention: Santander Capital Markets Email: XXXXX@xxxxxxxxxxxxxxxxxxxx.xxx If to the Indenture Trustee, Certificate Paying Agent or Certificate Registrar: Xxxxx Fargo Bank, National Association 000 X 0xx Xxxxxx XXX X0000-000 Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services – Asset-Backed Administration If to the Owner Trustee: Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Xxxxx’x Investors Service, Inc.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2018-4)
