ADMINISTRATION AGREEMENT between SANTANDER DRIVE AUTO RECEIVABLES TRUST 2011-1, as Issuer, SANTANDER CONSUMER USA INC., as Administrator and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee Dated as of May 4, 2011
Exhibit 10.3
between
SANTANDER DRIVE AUTO RECEIVABLES TRUST 2011-1,
as Issuer,
as Issuer,
SANTANDER CONSUMER USA INC.,
as Administrator
as Administrator
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Indenture Trustee
as Indenture Trustee
Dated as of May 4, 2011
2011-1 Administration Agreement
TABLE OF CONTENTS
| Page | ||||
1. Duties of the Administrator |
1 | |||
2. Records |
3 | |||
3. Compensation; Payment of Fees and Expenses |
3 | |||
4. Independence of the Administrator |
3 | |||
5. No Joint Venture |
3 | |||
6. Other Activities of the Administrator |
3 | |||
7. Representations and Warranties of the Administrator |
4 | |||
8. Administrator Termination Events; Termination of the Administrator |
5 | |||
9. Action upon Termination or Removal |
6 | |||
10. Liens |
6 | |||
11. Notices |
6 | |||
12. Amendments |
6 | |||
13. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial |
8 | |||
14. Headings |
8 | |||
15. Counterparts |
9 | |||
16. Severability of Provisions |
9 | |||
17. Not Applicable to Santander Consumer in Other Capacities; Merger of Administrator |
9 | |||
18. Benefits of the Administration Agreement |
9 | |||
19. Assignment |
9 | |||
20. Nonpetition Covenant |
9 | |||
21. Limitation of Liability |
10 | |||
2011-1 Administration Agreement
-i-
THIS ADMINISTRATION AGREEMENT (as amended, supplemented or otherwise modified and in effect
from time to time, this “Agreement”) dated as of May 4, 2011, is between SANTANDER DRIVE
AUTO RECEIVABLES TRUST 2011-1, a Delaware statutory trust (the “Issuer”), SANTANDER
CONSUMER USA INC., an Illinois corporation, as administrator (“Santander Consumer” or the
“Administrator”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation,
as indenture trustee (the “Indenture Trustee”). Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned such terms in Appendix A to the
Sale and Servicing Agreement dated as of May 4, 2011 (the “Sale and Servicing Agreement”)
by and between Santander Drive Auto Receivables LLC, as seller, the Issuer, the Administrator, as
servicer, and the Indenture Trustee.
W I T N E S S E T H :
WHEREAS, Santander Drive Auto Receivables LLC (the “Depositor”) and ▇▇▇▇▇ Fargo
Delaware Trust Company, N.A. (the “Owner Trustee”) have entered into the Amended and
Restated Trust Agreement dated as of May 4, 2011 (the “Trust Agreement”).
WHEREAS, the Issuer has issued the Notes pursuant to the Indenture and has entered into
certain agreements in connection therewith, including, (i) the Sale and Servicing Agreement, (ii)
the Indenture and (iii) the Note Depository Agreement (the Trust Agreement and each of the
agreements referred to in clauses (i) through (iii) are referred to herein
collectively as the “Issuer Documents”);
WHEREAS, to secure payment of the Notes, the Issuer has pledged the Collateral to the
Indenture Trustee pursuant to the Indenture;
WHEREAS, pursuant to the Issuer Documents, the Issuer and the Owner Trustee are required to
perform certain duties;
WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator perform certain of
the duties of the Issuer and the Owner Trustee (in its capacity as owner trustee under the Trust
Agreement), and to provide such additional services consistent with this Agreement and the Issuer
Documents as the Issuer may from time to time request;
WHEREAS, the Administrator has the capacity to provide the services required hereby and is
willing to perform such services for the Issuer and the Owner Trustee on the terms set forth
herein;
NOW, THEREFORE, in consideration of the mutual terms and covenants contained herein, and other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:
1. Duties of the Administrator.
(a) Duties with Respect to the Issuer Documents. The Administrator shall
perform all of its duties specifically enumerated herein as Administrator under this
Agreement and the Issuer Documents and the duties and obligations of the Issuer and the
Owner Trustee (in its capacity as owner trustee under the Trust Agreement) under the
2011-1 Administration Agreement
Issuer Documents and no additional duties shall be read to be included herein;
provided, however, except as otherwise provided in the Issuer Documents, that the
Administrator shall have no obligation to make any payment required to be made by the Issuer
under any Issuer Document; provided, further, however, that the Administrator shall have no
obligation, and the Owner Trustee shall be required to fully perform its duties, with
respect to the obligations of the Owner Trustee under Sections 11.9, 11.13,
11.14 and 11.15 of the Trust Agreement and to otherwise comply with the
requirements of the Owner Trustee pursuant to or related to Regulation AB. In addition, the
Administrator shall consult with the Issuer and the Owner Trustee regarding its duties and
obligations under the Issuer Documents. The Administrator shall monitor the performance of
the Issuer and the Owner Trustee and shall advise the Issuer and the Owner Trustee when
action is necessary to comply with the Issuer’s and the Owner Trustee’s duties and
obligations under the Issuer Documents. The Administrator shall perform such calculations,
and shall prepare for execution by the Issuer or shall cause the preparation by other
appropriate persons of all such documents, reports, filings, instruments, certificates,
notices and opinions as it shall be the duty of the Issuer and the Owner Trustee (in its
capacity as owner trustee) to prepare, file or deliver pursuant to the Issuer Documents. In
furtherance of the foregoing, the Administrator shall take all appropriate action that is
the duty of the Issuer and the Owner Trustee (in its capacity as owner trustee) to take
pursuant to the Issuer Documents, and shall prepare, execute, file and deliver on behalf of
the Issuer all such documents, reports, filings, instruments, certificates, notices and
opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the
Issuer Documents or otherwise by law.
(b) Notices to Rating Agencies. The Administrator shall give notice to each
Rating Agency of (i) any merger or consolidation of the Owner Trustee pursuant to
Section 10.4 of the Trust Agreement; (ii) any merger or consolidation of the
Indenture Trustee pursuant to Section 6.9 of the Indenture; (iii) any resignation or
removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (iv) any
Default or Event of Default of which it has been provided notice pursuant to Section
6.5 of the Indenture; (v) the termination of, and/or appointment of a successor to, the
Servicer pursuant to Section 7.1 of the Sale and Servicing Agreement; and (vi) any
supplemental indenture pursuant to Sections 9.1 or 9.2 of the Indenture;
which notice shall be given, in the case of each of (i) through (vi),
promptly upon the Administrator being notified thereof by the Owner Trustee, the Indenture
Trustee or the Servicer, as applicable.
(c) No Action by Administrator. Notwithstanding anything to the contrary in
this Agreement, the Administrator shall not be obligated to, and shall not, take any action
that the Issuer directs the Administrator not to take or which would result in a violation
or breach of the Issuer’s covenants, agreements or obligations under any of the Issuer
Documents.
(d) Non-Ministerial Matters; Exceptions to Administrator Duties.
(i) Notwithstanding anything to the contrary in this Agreement, with respect to
matters that in the reasonable judgment of the Administrator are non-ministerial,
the Administrator shall not take any action unless, within a reasonable
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time before the taking of such action, the Administrator shall have notified
the Issuer of the proposed action and the Issuer shall not have withheld consent or
provided an alternative direction. For the purpose of the preceding sentence,
“non-ministerial matters” shall include, without limitation:
(A) the initiation of any claim or lawsuit by the Issuer and the compromise of
any action, claim or lawsuit brought by or against the Issuer;
(B) the appointment of successor Note Registrars, successor Paying Agents,
successor Indenture Trustees, a successor Administrator or successor Servicers, or
the consent to the assignment by the Note Registrar, Paying Agent or Indenture
Trustee of its obligations under the Indenture; and
(C) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this Agreement, the
Administrator shall not be obligated to, and shall not, (x) make any payments to the
Noteholders under the Transaction Documents, (y) except as provided in the
Transaction Documents, sell the Trust Estate or (z) take any other action that the
Issuer directs the Administrator not to take on its behalf.
2. Records. The Administrator shall maintain appropriate books of account and records
relating to services performed hereunder, which books of account and records shall be accessible
for inspection by the Issuer, the Seller and the Indenture Trustee at any time during normal
business hours.
3. Compensation; Payment of Fees and Expenses. As compensation for the performance of
the Administrator’s obligations under this Agreement, the Administrator shall be entitled to
receive $2,500 annually, which shall be solely an obligation of the Servicer; provided,
however, notwithstanding the foregoing such compensation shall in no event exceed the
Servicing Fee for the related annual period. The Administrator shall pay all expenses incurred by
it in connection with its activities hereunder.
4. Independence of the Administrator. For all purposes of this Agreement, the
Administrator shall be an independent contractor and shall not be subject to the supervision of the
Issuer with respect to the manner in which it accomplishes the performance of its obligations
hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority to
act for or to represent the Issuer in any way (other than as permitted hereunder) and shall not
otherwise be deemed an agent of the Issuer.
5. No Joint Venture. Nothing contained in this Agreement (i) shall constitute the
Administrator and the Issuer as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to impose any liability
as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the others.
6. Other Activities of the Administrator. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from
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acting in a similar capacity as an Administrator for any other Person even though such Person
may engage in business activities similar to those of the Issuer, the Owner Trustee or the
Indenture Trustee.
7. Representations and Warranties of the Administrator. The Administrator represents
and warrants to the Issuer and the Indenture Trustee as follows:
(a) Existence and Power. The Administrator is a corporation validly existing
and in good standing under the laws of its state of organization and has, in all material
respects, full power and authority to own its assets and operate its business as presently
owned or operated, and to execute, deliver and to perform its obligations under the
Transaction Documents to which it is a party. The Administrator has obtained all necessary
licenses and approvals in each jurisdiction where the failure to do so would materially and
adversely affect the ability of the Administrator to perform its obligations under the
Transaction Documents or affect the enforceability or collectibility of the Receivables or
any other part of the Collateral.
(b) Authorization and No Contravention. The execution, delivery and
performance by the Administrator of the Transaction Documents to which it is a party have
been duly authorized by all necessary action on the part of the Administrator and do not
contravene or constitute a default under (i) any applicable law, rule or regulation, (ii)
its organizational documents or (iii) any material agreement or instrument to which the
Administrator is a party by which its properties are bound (other than violations of such
laws, rules, regulations or agreements which do not affect the legality, validity or
enforceability of any of such agreements and which, individually or in the aggregate, would
not materially and adversely affect the transactions contemplated by, or the Administrator’s
ability to perform its obligations under, the Transaction Documents).
(c) No Consent Required. No approval or authorization by, or filing with, any
Governmental Authority is required in connection with the execution, delivery and
performance by the Administrator of any Transaction Document other than (i) UCC filings,
(ii) approvals and authorizations that have previously been obtained and filings that have
previously been made and (iii) approvals, authorizations or filings which, if not obtained
or made, would not have a material adverse effect on the enforceability or collectibility of
the Receivables or any other part of the Collateral or would not materially and adversely
affect the ability of the Administrator to perform its obligations under the Transaction
Documents.
(d) Binding Effect. Each Transaction Document to which the Administrator is a
party constitutes the legal, valid and binding obligation of the Administrator enforceable
against the Administrator in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership,
conservatorship or other similar laws affecting the enforcement of creditors’ rights
generally and, if applicable, the rights of creditors of corporations from time to time in
effect or by general principles of equity.
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8. Administrator Termination Events; Termination of the Administrator.
(a) Subject to clauses (d) and (e) below, the Administrator may resign
its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written
notice.
(b) Subject to clauses (c) and (d) below and Section 3.15 of
the Indenture, the Issuer may remove the Administrator without cause by providing the
Administrator with at least sixty (60) days’ prior written notice.
(c) The occurrence of any one of the following events (each, an “Administrator
Termination Event”) shall also entitle the Issuer, subject to Section 19 hereof,
to terminate and replace the Administrator:
(i) any failure by the Administrator to deliver or cause to be delivered any
required payment to the Indenture Trustee for distribution to the Noteholders, which
failure continues unremedied for five Business Days after discovery thereof by a
Responsible Officer of the Administrator or receipt by the Administrator of written
notice thereof from the Indenture Trustee or Noteholders evidencing at least 25% of
the Note Balance of the Outstanding Notes, voting together as a single class;
(ii) any failure by the Administrator to duly observe or perform in any respect
any other of its covenants or agreements in this Agreement, which failure materially
and adversely affects the rights of the Issuer or the Noteholders, and which
continues unremedied for 90 days after discovery thereof by a Responsible Officer
of the Administrator or receipt by the Administrator of written notice thereof from
the Indenture Trustee or Noteholders evidencing a majority of the aggregate
principal amount of the Outstanding Notes, voting together as a single class; or
(iii) the Administrator suffers a Bankruptcy Event;
provided, however, that (A) if any delay or failure of performance referred to under
clause (c)(i) above shall have been caused by force majeure or other similar
occurrence, the five Business Day grace period referred to in such clause (c)(i)
shall be extended for an additional 60 calendar days and (b) if any delay or failure of
performance referred to under clause (c)(ii) above shall have been caused by force
majeure or other similar occurrence, the 90 day grace period referred to in such clause
(c)(ii) shall be extended for an additional 60 calendar days. The existence or
occurrence of any “material instance of noncompliance” (within the meaning of Item 1122 of
Regulation AB) shall not create any presumption that any event in clauses
(i), (ii) or (iii) above has occurred.
(d) If an Administrator Termination Event shall have occurred, the Issuer may, subject
to Section 19 hereof, by notice given to the Administrator and the Owner Trustee,
terminate all or a portion of the rights and powers of the Administrator under this
Agreement, including the rights of the Administrator to receive the annual fee for services
hereunder for all periods following such termination; provided, however that
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such termination shall not become effective until such time as the Issuer, subject to
Section 19 hereof, shall have appointed a successor Administrator in the manner set
forth below. Upon any such termination, all rights, powers, duties and responsibilities of
the Administrator under this Agreement shall vest in and be assumed by any successor
Administrator appointed by the Issuer, subject to Section 19 hereof, pursuant to a
management agreement between the Issuer and such successor Administrator, containing
substantially the same provisions as this Agreement (including with respect to the
compensation of such successor Administrator), and the successor Administrator is hereby
irrevocably authorized and empowered to execute and deliver, on behalf of the Administrator,
as attorney-in-fact or otherwise, all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect such vesting and
assumption. Further, in such event, the Administrator shall use its commercially reasonable
efforts to effect the orderly and efficient transfer of the administration of the Issuer to
the new Administrator.
(e) The Issuer, subject to Section 19 hereof, may waive in writing any
Administrator Termination Event by the Administrator in the performance of its obligations
hereunder and its consequences. Upon any such waiver of a past Administrator Termination
Event, such Administrator Termination Event shall cease to exist, and any Administrator
Termination Event arising therefrom shall be deemed to have been remedied for every purpose
of this Agreement. No such waiver shall extend to any subsequent or other Administrator
Termination Event or impair any right consequent thereon.
9. Action upon Termination or Removal. Promptly upon the effective date of
termination of this Agreement pursuant to Section 8, or the removal of the Administrator
pursuant to Section 8, the Administrator shall be entitled to be paid by the Servicer all
fees accruing to it to the date of such termination or removal.
10. Liens. The Administrator will not directly or indirectly create, allow or suffer
to exist any Lien on the Collateral other than Permitted Liens.
11. Notices. All demands, notices and communications hereunder shall be in writing
and shall be delivered or mailed by registered or certified first class United States mail, postage
prepaid, hand delivery, prepaid courier service, or by facsimile, and addressed in each case as
specified on Schedule II to the Sale and Servicing Agreement or at such other address as
shall be designated by any of the specified addressees in a written notice to the other parties
hereto. Delivery shall occur only upon receipt or reported tender of such communication by an
officer of the recipient entitled to receive such notices located at the address of such recipient
for notices hereunder.
12. Amendments.
(a) Any term or provision of this Agreement may be amended by the Administrator without
the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any
other Person subject to the satisfaction of one of the following conditions:
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(i) the Administrator delivers an Opinion of Counsel to the Indenture Trustee
to the effect that such amendment will not materially and adversely affect the
interests of the Noteholders; or
(ii) the Rating Agency Condition is satisfied with respect to such amendment
and the Administrator notifies the Indenture Trustee in writing that the Rating
Agency Condition is satisfied with respect to such amendment;
provided, that no amendment shall be effective which affects the rights, protections or
duties of the Indenture Trustee or the Owner Trustee without the prior written consent of such
Person.
(b) This Agreement may also be amended from time to time by the Issuer, the
Administrator and the Indenture Trustee, with the consent of the Holders of Notes evidencing
not less than a majority of the aggregate principal amount of the Controlling Class, for the
purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the Noteholders.
It will not be necessary for the consent of Noteholders to approve the particular form of
any proposed amendment or consent, but it will be sufficient if such consent approves the
substance thereof. The manner of obtaining such consents (and any other consents of
Noteholders provided for in this Agreement) and of evidencing the authorization of the
execution thereof by Noteholders will be subject to such reasonable requirements as the
Indenture Trustee may prescribe, including the establishment of record dates pursuant to the
Note Depository Agreement.
(c) Any term or provision of this Agreement may also be amended from time to time by
the Administrator to correct a material misstatement or omission of the terms of this
Agreement in the Prospectus or an offering memorandum with respect to the Non-Investment
Grade Notes without the consent of the Indenture Trustee, any Noteholder, the Issuer, the
Owner Trustee or any other Person, provided, however, the Administrator
shall provide written notification of the substance of such amendment to the Issuer, the
Owner Trustee and the Indenture Trustee and promptly after the execution of any such
amendment, the Administrator shall furnish a copy of such amendment to the Issuer, Owner
Trustee and the Indenture Trustee.
(d) Prior to the execution of any amendment pursuant to this Section 12, the
Administrator shall provide written notification of the substance of such amendment to each
Rating Agency and the Owner Trustee; and promptly after the execution of any such amendment,
the Administrator shall furnish a copy of such amendment to each Rating Agency, the Owner
Trustee and the Indenture Trustee.
(e) Prior to the execution of any amendment to this Agreement, the Owner Trustee and
the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of
Counsel stating that the execution of such amendment is authorized or permitted by this
Agreement and that all conditions precedent to the execution and delivery of such amendment
have been satisfied. The Owner Trustee and the Indenture Trustee may, but shall not be
obligated to, enter into any such amendment which
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adversely affects the Owner Trustee’s or the Indenture Trustee’s, as applicable, own
rights, duties or immunities under this Agreement.
13. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL,
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO
CONFLICTS OF LAWS, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.
(b) Each of the parties hereto hereby irrevocably and unconditionally:
(i) submits for itself and its property in any legal action or proceeding
relating to this Agreement or any documents executed and delivered in connection
herewith, or for recognition and enforcement of any judgment in respect thereof, to
the nonexclusive general jurisdiction of the courts of the State of New York, the
courts of the United States of America for the Southern District of New York and
appellate courts from any thereof;
(ii) consents that any such action or proceeding may be brought in such courts
and waives any objection that it may now or hereafter have to the venue of such
action or proceeding in any such court or that such action or proceeding was brought
in an inconvenient court and agrees not to plead or claim the same;
(iii) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such Person at its address
determined in accordance with Section 11 of this Agreement;
(iv) agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to ▇▇▇ in any
other jurisdiction; and
(v) to the extent permitted by applicable law, each party hereto irrevocably
waives all right of trial by jury in any action, proceeding or counterclaim based
on, or arising out of, under or in connection with this Agreement, any other
Transaction Document, or any matter arising hereunder or thereunder.
14. Headings. The section headings hereof have been inserted for convenience of
reference only and shall not be construed to affect the meaning, construction or effect of this
Agreement.
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15. Counterparts. This Agreement may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.
16. Severability of Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.
17. Not Applicable to Santander Consumer in Other Capacities; Merger of Administrator.
(a) Nothing in this Agreement shall affect any obligation Santander Consumer may have
in any other capacity.
(b) Any entity (i) into which the Administrator may be merged or converted or with
which it may be consolidated, to which it may sell or transfer its business and assets as a
whole or substantially as a whole or any entity resulting from any merger, sale, transfer,
conversion or consolidation to which the Administrator shall be a party, or any entity
succeeding to the business of the Administrator or (ii) of which more than 50% of the voting
stock or voting power and 50% or more of the economic equity is owned directly or indirectly
by Banco Santander, S.A. and which executes an agreement of assumption to perform every
obligation of the Administrator under this Agreement, shall be the successor to the
Administrator under this Agreement, in each case, without the execution or filing of any
paper of any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
18. Benefits of the Administration Agreement. Nothing in this Agreement, expressed or
implied, shall give to any Person other than the parties hereto and their successors hereunder, the
Owner Trustee, any separate trustee or co-trustee appointed under Section 6.10 of the
Indenture and the Noteholders, any benefit or any legal or equitable right, remedy or claim under
this Agreement. For the avoidance of doubt, the Owner Trustee is a third party beneficiary of this
Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions
hereof as if it were a party hereto.
19. Assignment. Each party hereto hereby acknowledges and consents to the mortgage,
pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant
to the Indenture for the benefit of the Noteholders of all of the Issuer’s rights under this
Agreement. In addition, the Administrator hereby acknowledges and agrees that for so long as any
Notes are outstanding, the Indenture Trustee will have the right to exercise all waivers and
consents, rights, remedies, powers, privileges and claims of the Issuer under this Agreement.
20. Nonpetition Covenant. Each party hereto agrees that, prior to the date which is
one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in
respect of all securities issued by any Bankruptcy Remote Party (i) such party shall not authorize
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any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or
other proceeding seeking liquidation, reorganization or other relief with respect to such
Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee,
receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote
Party or any substantial part of its property or to consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case or other proceeding
commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of,
its creditors generally, any party hereto or any other creditor of such Bankruptcy Remote Party,
and (ii) such party shall not commence, join with any other Person in commencing or institute with
any other Person, any proceeding against such Bankruptcy Remote Party under any bankruptcy,
reorganization, liquidation or insolvency law or statute now or hereafter in effect in any
jurisdiction.
21. Limitation of Liability. Notwithstanding anything contained herein to the
contrary, this Agreement has been executed and delivered by ▇▇▇▇▇ Fargo Delaware Trust Company,
N.A., not in its individual capacity but solely as Owner Trustee, and in no event shall it have any
liability for the representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder or under the Notes or any of the other Transaction Documents or in any of the
certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall
be had solely to the assets of the Issuer. Under no circumstances shall the Owner Trustee be
personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the
breach or failure of any obligations, representation, warranty or covenant made or undertaken by
the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance
of its duties or obligations hereunder, the Owner Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered
as of the day and year first above written.
| SANTANDER DRIVE AUTO RECEIVABLES TRUST 2011-1 |
|||||
| By: ▇▇▇▇▇ Fargo Delaware Trust Company, N.A., not in its individual capacity but solely as Owner Trustee | |||||
| By: | |||||
| Name: | |||||
| Title: | |||||
2011-1 Administration Agreement
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| SANTANDER CONSUMER USA INC., as Administrator |
||||
| By: | ||||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |||
| Title: | Treasurer | |||
2011-1 Administration Agreement
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| DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
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Joinder of Servicer:
SANTANDER CONSUMER USA INC., as Servicer, joins in this Agreement solely for purposes of
Section 3.
| SANTANDER CONSUMER USA INC., as Servicer |
||||
| By: | ||||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |||
| Title: | Treasurer | |||
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