Common use of Servicing Agreement Clause in Contracts

Servicing Agreement. (a) The Servicer hereby acknowledges and agrees that the Subservicer will act as servicer of [each portfolio of][the] Program Receivables [owned by an SDART Issuing Entity][described on Annex A attached hereto and on any supplement to Annex A delivered after the date hereof as such is amended from time to time][described in the data tape labeled “[ ]” sent by the Servicer to the Subservicer on the date hereof ([the][each, a] “Program Portfolio”), and the Subservicer hereby agrees to act as servicer of such Program Portfolio to manage, service, collect, enforce, administer and provide the Services from and after [ ] (the “Program Effective Date”). [“SDART Issuing Entity” means each statutory trust for which Santander Drive Auto Receivables LLC (CIK #0001383094) acts as the depositor and which issues publicly registered asset-backed notes, including, for the avoidance of doubt, each such trust formed after the Program Effective Date.][For the avoidance of doubt, each new Annex A will supersede and replace any and all previously executed and delivered Annex A.] The Subservicer shall perform the Services and act hereunder [using the degree of skill and attention that the Subservicer exercises with respect to all comparable [motor vehicle receivables][motor vehicle leases][describe other type of assets] that it services for itself or others][insert standard of care] [and] that is consistent with its Customary Service Practices. The Subservicer’s duties with respect to each Program Portfolio shall include [managing, servicing, collecting, enforcing and administering under the terms and provisions of the Program Receivables] in connection with each Program Portfolio as required by the Servicing Agreement and this Program Portfolio Schedule and performing the other duties specified therein or herein. Subject to the provisions of Section 3.2 of the Servicing Agreement and its Customary Servicing Practices, the Subservicer shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such Services that it may reasonably deem necessary or desirable.

Servicing Agreement. (a) The Servicer hereby acknowledges shall indemnify and agrees that the Subservicer will act as servicer hold harmless LIFT, any holder of [each portfolio of][the] Program Receivables [owned by an SDART Issuing Entity][described on Annex A attached hereto a Beneficial Interest Certificate and on any supplement to Annex A delivered after the date hereof as such is amended from time to time][described in the data tape labeled “[ ]” sent by the Servicer to the Subservicer on the date hereof ([the][eachtheir respective trustees, a] “Program Portfolio”), officers and the Subservicer hereby agrees to act as servicer of such Program Portfolio to manage, service, collect, enforce, administer and provide the Services employees from and after [ ] (the “Program Effective Date”). [“SDART Issuing Entity” means each statutory trust for which Santander Drive Auto Receivables LLC (CIK #0001383094) acts as the depositor and which issues publicly registered asset-backed notes, including, for the avoidance of doubt, each such trust formed after the Program Effective Date.][For the avoidance of doubt, each new Annex A will supersede and replace against any and all previously executed and delivered Annex A.] The Subservicer shall perform Losses that may be imposed on, incurred by or asserted against LIFT or such other Persons insofar as any such Loss arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Services and act hereunder [using Servicer Information (as defined below) contained in any final or preliminary Prospectus or (ii) the degree of skill and attention omission or alleged omission to state in the Servicer Information included in any final or preliminary Prospectus a material fact required to be stated therein or necessary to make the statements therein not misleading; PROVIDED, HOWEVER, that the Subservicer exercises with respect Servicer shall not be liable to all comparable [motor vehicle receivables][motor vehicle leases][describe other type of assets] that it services for itself or others][insert standard of care] [and] that is consistent with its Customary Service Practices. The Subservicer’s duties with respect to each Program Portfolio shall include [managing, servicing, collecting, enforcing and administering LIFT under the terms and provisions indemnity set forth in this Section 2.03(m) (x) unless the Servicer shall have consented in writing to the text of the Program Receivables] Servicer Information in connection with each Program Portfolio as required by the Servicing Agreement relevant final or preliminary Prospectus and this Program Portfolio Schedule (y) if the relevant Loss results from an untrue statement or omission contained in a preliminary Prospectus that was delivered to a person that was sold a security described in such preliminary Prospectus and performing if the other duties specified therein or herein. Subject Servicer shall have provided to LIFT prior to the provisions of Section 3.2 distribution of the Servicing Agreement related final Prospectus information correcting such untrue statement or omission and its Customary Servicing Practices, the Subservicer LIFT shall have full power and authority, acting alone, failed to do deliver or cause to be done delivered such final Prospectus to such person containing such corrected information. "SERVICER INFORMATION" shall mean the information set forth in the sections of the Final Prospectus captioned "LIFT--The Servicing Arrangements," "LIFT--Servicer Operations" and "LIFT--The Lessees--Payment History" (fifth and sixth sentences of the third paragraph thereof only and with respect to the Aircraft Assets only during the period that the Servicer was the "Servicer" thereof) and the comparable sections (or comparable disclosure in comparable portions thereof) contained in any and all things in other preliminary or final Prospectus. In connection with any Notes Offering (other than an Exchange Offer), upon the request and at the expense of LIFT, the Servicer shall make a good faith effort to obtain from one of its regular outside legal counsel, selected by the Servicer, a customary securities law disclosure letter related solely to the Servicer Information included in the relevant Prospectus and addressed to the underwriters or initial purchasers in respect of the Notes being offered under such Services that it may reasonably deem necessary or desirable.Prospectus (such underwriters and initial purchasers not, however, constituting third party beneficiaries of this Agreement). SERVICING AGREEMENT

Servicing Agreement. (a) The Servicer hereby acknowledges and agrees that the Subservicer will act as servicer of [each portfolio of][the] of Program Receivables [owned by an SDART Issuing Entity][described on Annex A attached hereto and on any supplement to Annex A delivered after the date hereof Entity or a Drive Issuing Entity, as such is amended from time to time][described in the data tape labeled “[ ]” sent by the Servicer to the Subservicer on the date hereof applicable ([the][eacheach, a] a “Program Portfolio”), and the Subservicer hereby agrees to act as servicer of each such Program Portfolio to manage, service, collect, enforce, administer and provide the Services from and after [ ] July 15, 2016 (the “Program Effective Date”). [“SDART Issuing Entity” means each statutory trust with a name beginning “Santander Drive Auto Receivables Trust” for which Santander Drive Auto Receivables LLC (CIK #0001383094) acts as the depositor and which issues publicly registered asset-backed notes, including, for the avoidance of doubt, each such trust formed after the Program Effective Date.][For Date. “Drive Issuing Entity” means each statutory trust with a name beginning “Drive Auto Receivables Trust” for which Santander Drive Auto Receivables LLC (CIK # 0001383094) acts as depositor and which issues publicly registered asset-back notes, including, for the avoidance of doubt, each new Annex A will supersede and replace any and all previously executed and delivered Annex A.] such trust formed after the Program Effective Date. The Subservicer shall perform the Services and act hereunder [using the degree of skill and attention that the Subservicer exercises with respect to all comparable [motor vehicle receivables][motor vehicle leases][describe other type of assets] receivables that it services for itself or others][insert standard of care] [and] others and that is consistent with its Customary Service Practices. The Subservicer’s duties with respect to each Program Portfolio shall include [managingupdating records regarding Collections, servicingresponding to inquiries of Obligors, collectinginvestigating delinquencies, enforcing sending invoices or payment coupons to Obligors, accounting for Collections and administering under furnishing monthly and annual statements to the terms and provisions of the Program Receivables] Servicer in connection with each Program Portfolio as required by the Servicing Agreement and this Program Portfolio Schedule and performing the other duties specified therein or herein. Subject to the provisions of Section 3.2 of the Servicing Agreement and its Customary Servicing Practices, the Subservicer shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such Services that it may reasonably deem necessary or desirable.

Servicing Agreement. The Primary Servicer agrees to comply (aand to cause each and every subcontractor, vendor or agent for the Primary Servicer and each of its officers, directors and employees to comply) The with the provisions relating to communications with the Rating Agencies set forth in this paragraph and shall not deliver to any Rating Agency any report, notice, statement, request for Rating Agency Confirmation or other information the communication of which to the Rating Agencies is restricted by the Pooling and Servicing Agreement. None of the restrictions in this Section 3.01(c)(33) prohibit or restrict oral or written communications, or providing information, between the Primary Servicer hereby acknowledges and agrees a Rating Agency with regard to (i) such Rating Agency’s review of the ratings it assigns to the Primary Servicer, (ii) such Rating Agency’s approval of the Primary Servicer as a commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s evaluation of the Primary Servicer’s servicing operations in general; provided, however, that the Subservicer will act as servicer of [each portfolio of][the] Program Receivables [owned by an SDART Issuing Entity][described on Annex A attached hereto and on Primary Servicer shall not provide any supplement to Annex A delivered after the date hereof as such is amended from time to time][described in the data tape labeled “[ ]” sent by the Servicer information relating to the Subservicer on Certificates or the date hereof ([the][each, a] “Program Portfolio”), and the Subservicer hereby agrees to act as servicer of such Program Portfolio to manage, service, collect, enforce, administer and provide the Services from and after [ ] (the “Program Effective Date”). [“SDART Issuing Entity” means each statutory trust for which Santander Drive Auto Receivables LLC (CIK #0001383094) acts as the depositor and which issues publicly registered asset-backed notes, including, for the avoidance of doubt, each such trust formed after the Program Effective Date.][For the avoidance of doubt, each new Annex A will supersede and replace any and all previously executed and delivered Annex A.] The Subservicer shall perform the Services and act hereunder [using the degree of skill and attention that the Subservicer exercises with respect to all comparable [motor vehicle receivables][motor vehicle leases][describe other type of assets] that it services for itself or others][insert standard of care] [and] that is consistent with its Customary Service Practices. The Subservicer’s duties with respect to each Program Portfolio shall include [managing, servicing, collecting, enforcing and administering under the terms and provisions of the Program Receivables] in connection with each Program Portfolio as required by the Servicing Agreement and this Program Portfolio Schedule and performing the other duties specified therein or herein. Subject Mortgage Loans to the provisions of Section 3.2 of the Servicing Agreement and its Customary Servicing Practices, the Subservicer shall have full power and authority, acting alone, to do or cause to be done any and all things Rating Agency in connection with such Services review and evaluation by the Rating Agency unless (x) borrower, property or deal specific identifiers are redacted; or (y) such information has already been provided to the Depositor and has been uploaded on to the 17g-5 Information Provider’s Website. All information described in the initial paragraph of this Section 3.01(c)(33) will be provided by, and all such communications, responses and requests described in the immediately preceding paragraph will be made by, the Master Servicer in accordance with the procedures required by the Pooling and Servicing Agreement. To the extent that the Master Servicer is required to provide any information to, or communicate with, the Rating Agency in accordance with its obligations under the Pooling and Servicing Agreement and such information or communication is regarding the Mortgage Loans or the Primary Servicing by the Primary Servicer under this Agreement, the Primary Servicer shall provide the information to the Master Servicer necessary for the Master Servicer to fulfill such obligations. Notwithstanding the foregoing restrictions in this Section 3.01(c)(33), the Primary Servicer may request that a Rating Agency provide a Rating Agency Confirmation with respect to accounts held at the Primary Servicer or an Affiliate of the Primary Servicer which Rating Agency Confirmation is required in order for an account held at the Primary Servicer or an Affiliate of the Primary Servicer to constitute an Eligible Account as contemplated by the definition of “Eligible Account” in the Pooling and Servicing Agreement; provided, however, that the Primary Servicer complies with the following requirements. Any such Rating Agency Confirmation request shall be in writing, with a cover letter indicating the nature of the request and shall include all information the Primary Servicer believes is reasonably necessary for the Rating Agency to make its decision. The Primary Servicer shall provide such Rating Agency Confirmation request to the Master Servicer by email, who shall promptly provide such Rating Agency Confirmation request to the 17g-5 Information Provider (with a copy to the Primary Servicer), and promptly, but not earlier than the second Business Day following such delivery to the 17g-5 Information Provider (or after the Master Servicer has determined that it is otherwise permitted under the Pooling and Servicing Agreement to send such request to the Rating Agency), the Primary Servicer shall send such Rating Agency Confirmation request to the Rating Agency (with a copy to the Master Servicer). To the extent that the Rating Agency makes an inquiry or initiates communications with the Primary Servicer regarding such Rating Agency Confirmation request, the Primary Servicer shall notify the Master Servicer of such inquiry or communication, and all responses to such inquiries or communications from the Rating Agency shall be made in writing by the Primary Servicer and shall be provided to the Master Servicer, who shall provide such response to the 17g-5 Information Provider (with a copy to the Primary Servicer) and promptly, but not earlier than the second Business Day following such delivery to the 17g-5 Information Provider (or after the Master Servicer had determined that it is otherwise permitted under the Pooling and Servicing Agreement to send such request to the Rating Agency), the Primary Servicer may reasonably deem necessary or desirableprovide such response to the Rating Agency (with a copy to the Master Servicer).

Servicing Agreement. The Administrator shall cause the duties and responsibilities of the Issuer under each of the Financed Student Loans and the Servicing Agreement to be performed, including but not limited to the duties set forth below. The Administrator shall advise the Issuer when action by the Issuer is necessary to comply with the Issuer's obligations under the Financed Student Loans and the Servicing Agreement. The Administrator shall prepare for execution, if required, by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Financed Student Loans and the Servicing Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action, including but not limited to the following: (a) The pursuant to the Servicing Agreement, providing to the Servicer hereby acknowledges and agrees that (or the Subservicer will act as servicer of [each portfolio of][the] Program Receivables [owned by an SDART Issuing Entity][described on Annex A attached hereto and on any supplement to Annex A delivered after the date hereof as such is amended Servicer's bailee) from time to time][described in time, as necessary, and requiring that the data tape labeled “[ ]” sent Servicer (or the Servicer's bailee) maintain physical custody and possession of, documentation and information relating to the Financed Student Loans and, on and after each applicable date on which Student Loans are to be purchased (the "Loan Purchase Date"), Student Loans sold and transferred to the Issuer on each such Loan Purchase Date, including the documents evidencing such Student Loans and such additional documentation or information relating to such Student Loans as is reasonably required for the Student Loans to be properly serviced by the Servicer Servicer; (b) cause to be paid solely from the Trust Estate, all amounts to be paid by the Issuer pursuant to the Subservicer on the date hereof Transfer and Sale Agreements; ([the][each, a] “Program Portfolio”), c) promptly after each Loan Purchase Date and the Subservicer hereby agrees to act as servicer of such Program Portfolio to manage, service, collect, enforce, administer and provide the Services from and after [ ] (the “Program Effective Date”). [“SDART Issuing Entity” means each statutory trust for which Santander Drive Auto Receivables LLC (CIK #0001383094) acts as the depositor and which issues publicly registered asset-backed notes, including, for the avoidance of doubt, each such trust formed after the Program Effective Date.][For the avoidance of doubt, each new Annex A will supersede and replace any and all previously executed and delivered Annex A.] The Subservicer shall perform the Services and act hereunder [using the degree of skill and attention that the Subservicer exercises with respect to all comparable [motor vehicle receivables][motor vehicle leases][describe other type of assets] that it services for itself or others][insert standard of care] [and] that is consistent with its Customary Service Practices. The Subservicer’s duties with respect to each Program Portfolio shall include [managing, servicing, collecting, enforcing and administering Student Loans originated under the terms Act, ensuring that notification as required under the Act and provisions by the applicable Guarantee Agencies is made to the borrower under each such Student Loan and to the Secretary of Education and the applicable Guarantee Agencies, as appropriate; (d) promptly after each Loan Purchase Date, providing the Servicer with all information as may be required under the Servicing Agreement; (e) causing to be paid to the Servicer on behalf of the Program Receivables] in connection with each Program Portfolio as Issuer, but solely from the Trust Estate, all fees required to be paid by the Servicing Agreement and this Program Portfolio Schedule and performing the other duties specified therein or herein. Subject Issuer pursuant to the provisions Servicing Agreement; (f) performing all audits of Section 3.2 records and accounts that the Issuer from time to time may be permitted or required to perform under the Servicing Agreement; (g) preparing all other documents, reports, filings, instruments, certificates and opinions as it is the duty of the Issuer to prepare, file or deliver pursuant to the Servicing Agreement and its Customary Agreement; and (h) in the event of the default of the Servicer under the Servicing PracticesAgreement, or default of any other party to any other Issuer Document, taking all reasonable steps available to enforce the Subservicer shall have full power and authority, acting alone, to do or cause to be done any and all things Issuer's rights under such documents in connection with respect of such Services that it may reasonably deem necessary or desirabledefault.

Servicing Agreement. (a) The Servicer hereby acknowledges and agrees that Upon satisfaction of the Subservicer will act as servicer conditions precedent set forth in Section 6 of [each portfolio of][the] Program Receivables [owned by an SDART Issuing Entity][described on Annex A attached hereto and on any supplement to Annex A delivered after the date hereof as such is amended from time to time][described in the data tape labeled “[ ]” sent by the Servicer to the Subservicer on the date hereof ([the][each, a] “Program Portfolio”), this Agreement and the Subservicer hereby agrees to act appointment of MidFirst as servicer of such Program Portfolio to manage, service, collect, enforce, administer and provide the Services from and after [ ] (the “Program Effective Date”). [“SDART Issuing Entity” means each statutory trust for which Santander Drive Auto Receivables LLC (CIK #0001383094) acts as the depositor and which issues publicly registered asset-backed notes, including, for the avoidance of doubt, each such trust formed after the Program Effective Date.][For the avoidance of doubt, each new Annex A will supersede and replace any and all previously executed and delivered Annex A.] The Subservicer shall perform the Services and act hereunder [using the degree of skill and attention that the Subservicer exercises with respect to all comparable [motor vehicle receivables][motor vehicle leases][describe other type of assets] that it services for itself or others][insert standard of care] [and] that is consistent with its Customary Service Practices. The Subservicer’s duties with respect to each Program Portfolio shall include [managing, servicing, collecting, enforcing and administering under the terms and provisions Servicer of the Program Receivables] Mortgage Loans as set forth in connection with each Program Portfolio as required by Section 3 of this Agreement, the Servicing Agreement and this Program Portfolio Schedule and performing the other duties specified therein or herein. Subject to the provisions shall be amended as follows: (i) The definition of “Custodial Account in Section 3.2 1.01 of the Servicing Agreement is hereby modified by deleting the words “Section 2.06” and replacing them with “Section 2.04”. (ii) The definition of “Rating Agency” in Section 1.01 of the Servicing Agreement is hereby amended by deleting it in its Customary entirety and replacing it with the following: Rating Agency or Rating Agencies: Moody’s and Standard & Poor’s or their successors. If such agencies or their successors are no longer in existence, “Rating Agencies” shall be such nationally recognized statistical rating agencies, or other comparable Persons, designated by the Depositor, notice of which designation shall be given to the Trustee and the Servicer. (iii) Paragraph three of Section 2.02 of the Servicing PracticesAgreement is hereby deleted in its entirety. Section 11.01 (i) of the Servicing Agreement is hereby deleted in its entirety and replaced with the following (with the added text underlined for ease of review): (a) the servicer rankings or ratings of Servicer are downgraded by either Rating Agency or (b) either Xxxxxx Mae or Xxxxxxx Mac rescinds the Servicer’s approved servicer status. (v) Section 11.01 of the Servicing Agreement is hereby amended by inserting the following new subparts immediately after subpart (i) thereof: (j) Any governmental authority or any person, the Subservicer agency or entity acting or purporting to act under governmental authority shall have full power taken any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the property or assets of the Servicer or any of the Servicer’s affiliates, or shall have taken any action to displace the management of the Servicer or any of the Servicer’s affiliates or to curtail its authority in the conduct of the business of the Servicer or any of the Servicer’s affiliates, or takes any action in the nature of enforcement to remove, limit or restrict the approval of the Servicer or any of the Servicer’s affiliates as an issuer, buyer or a seller/servicer of Mortgage Loans or securities backed thereby; or (k) Owner shall reasonably request, specifying the reasons for such request, reasonable information, and/or written responses to such requests, regarding the financial well being of the Servicer and authoritysuch reasonable information and/or responses shall not have been provided within five (5) Business Days of such request; or (l) the Servicer shall have defaulted under any debt or repurchase obligation beyond any cure period provided for in such debt or repurchase obligation; or (m) the Servicer’s audited annual financial statements or the notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of the Servicer as a “going concern” or a reference of similar import or shall indicate that the Servicer has a negative net worth or is insolvent. (vi) Section 13.01(b) of the Servicing Agreement is hereby deleted in its entirety and replaced with the following: (b) If to Servicer: MidFirst Bank 000 XX Xxxxx Xxxxxxxxx Xxxxxxxx Xxxx, acting aloneXxxxxxxx 00000 Attention: Xxxxx Xxxx, to do or cause to be done any First Vice President with copies to: Xxx X. Xxxxx, Executive Vice President Xxxxx X. Xxxxxx, General Counsel (vii) Exhibit 18 of the Servicing Agreement is hereby deleted in its entirety and all things in connection replaced with such Services that it may reasonably deem necessary or desirablethe form attached hereto as Annex 1.