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 Indenture Trustee By: Authorized Signatory ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ___________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: */ Signature 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 Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A–2 [FORM OF CLASS A–2 NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 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.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SI...
CITIBANK, N. A., as the Collateral Agent (as defined herein);
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, acting through its offices at Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX (acting in its capacity as the Agent Bank);
CITIBANK, N. A., not in its individual capacity but solely as Certificate Registrar By: Name: Title: Trust Agreement (SDART 2022-6) 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 2022-6), 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.] Trust Agreement (SDART 2022-6) 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 2022-6 Reference is hereby made to the Amended and Restated Trust Agreement, dated as of September 21, 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 2022-6 (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 it...
CITIBANK, N. A., LONDON BRANCH (the Agent, which expression shall include any successor agent appointed under clause 20).
CITIBANK, N. A. and Affiliates. With respect to its Commitment, the Advances made by it and the Notes issued to it, Citibank, N.A. shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Administrative Agent; and the term "Bank" or "Banks" and "Lender" or "Lenders" shall, unless otherwise expressly indicated, include Citibank, N.A. in its individual capacity. Citibank, N.A. and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Borrower, any of its Subsidiaries or Affiliates and any Person who may do business with or own securities of the Borrower or any such Subsidiary or Affiliate, all as if Citibank, N.A. were not the Administrative Agent and without any duty to account therefor to the Lenders.
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)