Banco Santander, S. A. has a short-term unsecured debt rating of at least “A-2” from Standard & Poor’s and at least “Prime-1” by Moody’s and (iv) Santander Consumer is a direct or indirect subsidiary of Banco Santander, S.A. Notwithstanding the foregoing, the Servicer may remit Collections to the Collection Account on any other alternate remittance schedule (but not later than the Business Day prior to the related Payment Date) if the Rating Agency Condition is satisfied with respect to such alternate remittance schedule. Pending deposit into the Collection Account, Collections may be commingled and used by the Servicer at its own risk and are not required to be segregated from its own funds.
Banco Santander, S. A. Ciudad Grupo Santander Edificio Encinar, Xxxxxxx xx Xxxxxxxxx x/x 00000, Xxxxxxxx xxx Xxxxx, Xxxxxx, Xxxxx Telephone: +00 00 000 0000 / 00 000 0000 Fax: +00 00 000 0000 Attention: Head of Debt Capital Markets / Head of FI Syndicate Europe Crédit Agricole Corporate and Investment Bank 0, xxxx xx Xxxxxxxxx Xxxx Xxxxxx 92920 Paris La Défense Cedex Tel: +00 0 00 00 00 00 Fax: +00 0 00 00 00 00 Attention: XXX-xxxxx@xx-xxx.xxx Xxxxxx Xxxx X/X 0-00 Xxxxxxx Xxxxx XX – 1092 Copenhagen K Denmark Telephone: +00 00 00 00 00 Fax: +00 00 00 00 00 Attention: 3775 Debt Capital Markets Natixis 00 Xxxx x’Xxxxxxxxxx 00000 Xxxxx Xxxxxx Telephone: +00 0 00 00 00 00 Fax: +00 0 00 00 00 00 Attention: Legal Debt Issues / Fixed Income & Treasury Email: xxxxx.xxxxx@xxxxxxx.xxx UniCredit Bank AG Xxxxxxxxxxxxxxx 00 00000 Xxxxxx Xxxxxxx Telephone: +00 00 000 00000 Attention: Debt Capital Markets Legal – LCD7DC In consideration of the Issuer appointing each New Dealer as a Dealer in respect of the Covered Bonds under the Programme Agreement, each New Dealer hereby undertakes, for the benefit of the Issuer and the Guarantors, that, in relation to the issue of the Covered Bonds, it will perform and comply with all the duties and obligations expressed to be assumed by a Dealer under the Programme Agreement, a copy of which it acknowledges it has received from the Issuer. The Issuer and each of the Guarantors confirm that each New Dealer shall be vested with all authority, rights, powers, duties and obligations of a Dealer in relation to the issue of the Covered Bonds as if originally named as a Dealer under the Programme Agreement provided that following the Issue Date of the Covered Bonds each New Dealer shall have no further such authority, rights, powers, duties or obligations except for any which have accrued or been incurred prior to, or in connection with, the issue of the Covered Bonds.
Banco Santander, S. A. By: /s/ Xxxx Xxxx xx Xxxx Name: Xxxx Xxxx xx Xxxx Title: Director General Underwriting Agreement Signature Page CITIGROUP GLOBAL MARKETS LIMITED By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director Underwriting Agreement Signature Page UBS LIMITED By: /s/ Xxxxxx Xxxxxxxx-Xxxxxxxx Name: Xxxxxx Xxxxxxxx-Xxxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Executive Director Underwriting Agreement Signature Page BNP PARIBAS By: /s/ Xxxxx Xxxxx Xxxxxx Name: Xxxxx Xxxxx Xxxxxx Title: Director By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: EMEA ESD Underwriting Agreement Signature Page CREDIT SUISSE SECURITIES (EUROPE) LIMITED By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Director Underwriting Agreement Signature Page DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director Underwriting Agreement Signature Page XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Director Underwriting Agreement Signature Page HSBC BANK PLC By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director, ECM By: /s/ Xxxx Sand Name: Xxxx Sand Title: Director ECM Underwriting Agreement Signature Xxxx XXXXXX XXXXXXX & CO. INTERNATIONAL PLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President Underwriting Agreement Signature Page BANCO BILBAO VIZCAYA ARGENTARIA, S.A. By: /s/ Xxxx Xxxxxx Xxxxx-Xxxxxxx Name: Xxxx Xxxxxx Xxxxx-Xxxxxxx Title: Head of ECM By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Head of Financial Institutions Underwriting Agreement Signature Page CAIXABANK, S.A. By: /s/ Xxxxx Xxxx Elosua Name: Xxxxx Xxxx Xxxxxx Title: Senior Director of Corporate Finance By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director Underwriting Agreement Signature Page BANCA IMI, S.P.A. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Head of Legal Underwriting Agreement Signature Page BARCLAYS BANK PLC By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director Underwriting Agreement Signature Page CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK By: /s/ Xavier Larnaudie Name: Xavier Larnaudie Title: Managing Director By: /s/ Francoise Poujetoux Name: Francoise Poujetoux Title: Managing Director Underwriting Agreement Signature Page...
Banco Santander, S. A., London Branch, a Spanish "Sociedad Anónima" (public limited company), incorporated under the laws of Spain and regulated by the Bank of Spain (Banco de España) and the CNMV (Comisión Nacional xx Xxxxxxx de Valores) having its registered office at Xxxxx xx Xxxxxx 0-12, 39004 Santander, Spain, with registration number A-39000013, acting through its London Branch at 0 Xxxxxx Xxxxxx, Xxxxxx XX0 0XX, X.X (the "Class A Series 2016-2 Note Purchaser", "Class B Series 2016-2 Note Purchaser" and a "Note Purchaser");
Banco Santander, S. A., a banking entity incorporated under the Laws of the Kingdom of Spain whose company registration number is A-39000013, with its registered office at Paseo xx Xxxxxx, 0-00, Xxxxxxxxx (Xxxxx) (as a "Manager");
Banco Santander, S. A., NEW YORK BRANCH, as Term Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Executive Director
Banco Santander, S. A. has a short-term unsecured debt rating of at least “Prime-1” from Moody’s, at least “A-2” from Standard & Poor’s and at least “F1” from Fitch and (iv) Santander Consumer is a direct or indirect subsidiary of Banco Santander, S.A. Notwithstanding the foregoing, the Servicer may remit Collections to the Collection Account on any other alternate remittance schedule (but not later than the Business Day prior to the related Payment Date) if the Rating Agency Condition is satisfied with respect to such alternate remittance schedule. Pending deposit into the Collection Account, Collections may be commingled and used by the Servicer at its own risk and are not required to be segregated from its own funds.
Banco Santander, S. A., as Issuer By: /s/ Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Title: Authorized Signatory THE BANK OF NEW YORK MELLON, London Branch, as Trustee By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President THE BANK OF NEW YORK MELLON, Luxembourg Branch, as Registrar By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President EXHIBIT A FORM OF GLOBAL NOTE THIS NOTE IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY AS THE DEPOSITARY (AS DEFINED IN THE SENIOR PREFERRED DEBT SECURITIES INDENTURE GOVERNING THIS NOTE), OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE BASE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.05 OF THE BASE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.09 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SENIOR PREFERRED NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE RANKING OF THIS NOTE IS SET FORTH IN SECTION 2.02 OF THE SENIOR PREFERRED DEBT SECURITIES INDENTURE, AND SECTION 2.01(r) OF THE FIRST SUPPLEMENTAL INDENTURE, AND THIS NOTE IS ISSUED SUBJECT TO THE PROVISIONS OF SUCH SECTIONS 2.02 AND 2.01(r), RESPECTIVELY, AND THE HOLDER OF TH...
Banco Santander, S. A. SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-3 By: Mxxxxx Axxxx Xxxxxxxx Xxxxxxxx By: U.S. BANK TRUST NATIONAL ASSOCIATION, not in its Name: Mxxxxx Axxxx Xxxxxxxx Xxxxxxxx individual capacity, but solely as Owner Trustee Title: Authorized Signature Date: By: /s/ Axxxxxx Xxxxxx Name: Axxxxxx Xxxxxx Title: Trust Officer Date:
Banco Santander, S. A. ) /s/ Rxxxx Xxxxxxxx In the presence of: ) Rxxxx Xxxxxxxx ) ) /s/ Axxxxxx Xxxxx ) Axxxxxx Xxxxx SIGNED by ) /s/ Jilhanne Flegean-Kihal ) Jilhanne Flegean-Kihal for and on behalf of ) BNP PARIBAS ) /s/ Bxxxxxx Hxxxx In the presence of: ) Bxxxxxx Hxxxx SIGNED by ) /s/ Ixxxxx Xxxxxxx ) Ixxxxx Xxxxxxx for and on behalf of )
