Common use of Cooperation with Voting Clause in Contracts

Cooperation with Voting. Each of Santander Consumer, the Seller and the Issuer hereby acknowledges and agrees that it shall cooperate with the Indenture Trustee to facilitate any vote by the Instituting Noteholders pursuant to the terms of Section 7.6 of the Indenture. [SIGNATURES FOLLOW] 42 Sale and Servicing Agreement (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 AUTO RECEIVABLES LLC, as Seller By: Name: Title: SANTANDER DRIVE AUTO RECEIVABLES TRUST 20[ ]-[ ], 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 By: Name: Title: SCHEDULE I NOTICE ADDRESSES If to the Issuer: Santander Drive Auto Receivables Trust 20[ ]-[ ] c/o [ ] [ ] [ ] 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: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] If to the Owner Trustee: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] If to [ ]: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] If to [ ]: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT [ ], 20[ ] 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: EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS 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:

Cooperation with Voting. Each of Santander ConsumerVCI, the Seller and the Issuer hereby acknowledges and agrees that it shall cooperate with the Indenture Trustee to facilitate any vote by the Instituting Noteholders pursuant to the terms of Section 7.6 7.5 of the Indenture. [SIGNATURES FOLLOW] 42 41 2018-1 Sale and & Servicing Agreement (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 VOLKSWAGEN AUTO RECEIVABLES LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as Seller By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: SANTANDER DRIVE Chief Financial Officer By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Assistant Treasurer VW CREDIT, INC., as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Assistant Treasurer VW CREDIT, INC., in its individual capacity solely with respect to Section 6.2(d) and Section 9.24 hereof: By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Assistant Treasurer VOLKSWAGEN AUTO RECEIVABLES LOAN ENHANCED TRUST 20[ ]2018-[ ]1, as Issuer By: [ ]Deutsche Bank Trust Company Delaware, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxx XxXxxxxxx Name: Xxxx XxXxxxxxx Title: SANTANDER CONSUMER USA INC., as Servicer Attorney-in-fact By: /s/ Xxxxxxx XX Xxxx Name: Xxxxxxx HY Voon Title: [ ]Attorney-in-fact Citibank, N.A., not in its individual capacity but solely as Indenture Trustee By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Senior Trust Officer SCHEDULE I NOTICE ADDRESSES If to the Issuer: Santander Drive Auto Receivables Trust 20[ ]-[ ] c/o [ ] [ ] [ ] 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: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] If to the Owner Trustee: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] If to [ ]: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] If to [ ]: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] EXHIBIT A FORM OF ASSIGNMENT PURSUANT REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SALE AND SERVICING AGREEMENT [ ], 20[ ] 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: EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS 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:THE RECEIVABLES

Cooperation with Voting. Each of Santander ConsumerVCI, the Seller and the Issuer hereby acknowledges and agrees that it shall cooperate with the Indenture Trustee to facilitate any vote by the Instituting Noteholders pursuant to the terms of Section 7.6 7.5 of the Indenture. [SIGNATURES FOLLOW] 42 41 2018-2 Sale and & Servicing Agreement (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 VOLKSWAGEN AUTO RECEIVABLES LEASE/LOAN UNDERWRITTEN FUNDING, LLC, as Seller By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: SANTANDER DRIVE Chief Financial Officer By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Treasurer VW CREDIT, INC., as Servicer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Treasurer VW CREDIT, INC., in its individual capacity solely with respect to Section 6.2(d) and Section 9.24 hereof: By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Treasurer VOLKSWAGEN AUTO RECEIVABLES LOAN ENHANCED TRUST 20[ ]2018-[ ]2, as Issuer By: [ ]Citibank, N.A., not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: SANTANDER CONSUMER USA INC., as Servicer By: Name: Title: [ ]Senior Trust Officer Deutsche Bank National Trust Company for Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Indenture Trustee By: /s/ Xxxx XxXxxxxxx Name: Xxxx XxXxxxxxx Title: Vice President By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Assistant Vice President SCHEDULE I NOTICE ADDRESSES If to the Issuer: Santander Drive Auto Receivables Trust 20[ ]-[ ] c/o [ ] [ ] [ ] 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: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] If to the Owner Trustee: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] If to [ ]: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] If to [ ]: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] EXHIBIT A FORM OF ASSIGNMENT PURSUANT REPRESENTATIONS AND WARRANTIES WITH RESPECT TO SALE AND SERVICING AGREEMENT [ ], 20[ ] 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: EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS 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:THE RECEIVABLES

Cooperation with Voting. Each of Santander Consumer, the Seller and the Issuer hereby acknowledges and agrees that it shall cooperate with the Indenture Trustee to facilitate any vote by the Instituting Noteholders pursuant to the terms of Section 7.6 of the Indenture. [SIGNATURES FOLLOW] 42 41 Sale and Servicing Agreement (20[ ]2016-[ ]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: SANTANDER DRIVE Vice President XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 20[ ]2016-[ ]1, as Issuer By: [ ]Wilmington Trust, National Association, not in its individual capacity but solely as Owner Trustee By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President SANTANDER CONSUMER USA INC., as Servicer By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: [ ]Executive Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President SCHEDULE I NOTICE ADDRESSES If to the Issuer: Santander Drive Auto Receivables Trust 20[ ]2016-[ ] 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 Sixth Street and Marquette Avenue MAC N9311-161 Xxxxxxxxxxx, Xxxxxxxxx 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 If to [ ]Moody’s: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] If to [ ]: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT [ ]Xxxxx’x Investors Service, 20[ ] 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: EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS 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:

Cooperation with Voting. Each of Santander Consumer, the Seller and the Issuer hereby acknowledges and agrees that it shall cooperate with the Indenture Trustee to facilitate any vote by the Instituting Noteholders pursuant to the terms of Section 7.6 of the Indenture. [SIGNATURES FOLLOW] 42 43 Sale and Servicing Agreement (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 AUTO RECEIVABLES LLC, as Seller By: Name: Title: SANTANDER DRIVE AUTO RECEIVABLES TRUST 20[ ]-[ ], 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 By: Name: Title: SCHEDULE I NOTICE ADDRESSES If to the Issuer: Santander Drive Auto Receivables Trust 20[ ]-[ ] c/o [ ] [ ] [ ] 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: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] If to the Owner Trustee: [ ] [ ] [ ] Facsimile: [ ] Sale and Servicing Agreement Attention: [ ] If to [ ]: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] If to [ ]: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] Sale and Servicing Agreement EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT [ ], 20[ ] 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. Sale and Servicing 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: Sale and Servicing Agreement EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS 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:

Cooperation with Voting. Each of Santander Consumer, the Seller and the Issuer hereby acknowledges and agrees that it shall cooperate with the Indenture Trustee to facilitate any vote by the Instituting Noteholders pursuant to the terms of Section 7.6 of the Indenture. [SIGNATURES FOLLOW] 42 41 Sale and Servicing Agreement (20[ ]2016-[ ]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: Title: SANTANDER DRIVE XXXXXXXXX XXXXX AUTO RECEIVABLES TRUST 20[ ]2016-[ ]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: Title: [ ]XXXXX FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: Name: Title: SCHEDULE I NOTICE ADDRESSES If to the Issuer: Santander Drive Auto Receivables Trust 20[ ]2016-[ ] 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 Sixth Street and Marquette Avenue MAC N9311-161 Xxxxxxxxxxx, Xxxxxxxxx 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 If to [ ]Moody’s: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] If to [ ]: [ ] [ ] [ ] Facsimile: [ ] Attention: [ ] EXHIBIT A FORM OF ASSIGNMENT PURSUANT TO SALE AND SERVICING AGREEMENT [ ]Xxxxx’x Investors Service, 20[ ] 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: EXHIBIT B PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS 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: