CITIBANK, N. A. shall indemnify the Seller, each Affiliate of the Seller and each Person who controls any of such parties (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the respective present and former directors, officers, employees and agents of each of the foregoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
CITIBANK, N. A., LONDON BRANCH, a New York banking corporation acting out of its London Branch whose address is at Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx.
CITIBANK, N. A., not in its individual capacity but solely as Certificate Registrar By: Name: Title: ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [__________________] (Please print or type name and address, including postal zip code, of assignee) the within Certificate, (Asset Backed Certificate No. R-__ issued by Santander Drive Auto Receivables Trust 2022-2), and all rights thereunder, hereby irrevocably constituting and appointing Attorney to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution in the premises Dated: ___________________, 20[__] [ ] By: Name: Title: Guaranteed: [*NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.] EXHIBIT B FORM OF REGISTRATION OF CERTIFICATE TRANSFER DIRECTION LETTER PURSUANT TO THE TRUST AGREEMENT [_______], 2022 Wilmington Trust, National Association, as Owner Trustee Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Citibank, N.A., as Certificate Registrar 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Santander Drive Auto Receivables Trust 2022-2 Reference is hereby made to the Amended and Restated Trust Agreement, dated as of March 30, 2022 (the “Trust Agreement”), between Santander Drive Auto Receivables LLC, as Depositor (the “Depositor ”), and Wilmington Trust, National Association, as Owner Trustee (the “Owner Trustee”), governing Santander Drive Auto Receivables Trust 2022-2 (the “Issuer”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Trust Agreement. You are hereby notified that [name of Transferor] (the “Transferor”) has transferred its [__]% beneficial interest in the Issuer evidenced by Certificate No. ____. Enclosed, please find the following doc...
CITIBANK, N. A., LONDON BRANCH (the Agent, which expression shall include any successor agent appointed under clause 20).
CITIBANK, N. A., London Branch whose London branch address is at Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX (acting in its capacity as the Registrar);
CITIBANK, N. A., as the Collateral Agent (as defined herein);
CITIBANK, N. A., not in its individual capacity but solely as Certificate Registrar By: Name: Title: ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [__________________] (Please print or type name and address, including postal zip code, of assignee)
CITIBANK, N. A. a national banking association, including its successors and assigns, as liquidity provider (the “Liquidity Provider”) and, to the extent provided herein, in its individual capacity.
CITIBANK, N. A., as Administrative Agent (as defined herein). The Lenders have agreed, on the terms and conditions set forth herein, to provide a secured revolving credit facility which shall provide for Advances from time to time in the amounts and in accordance with the terms set forth herein. Accordingly, the parties agree as follows:
CITIBANK, N. A., LONDON BRANCH as transfer agent (the "Transfer Agent")
