CITIBANK, N Clause Samples
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 of 1933, as amended, 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:
(1) (A) any untrue statement of a material fact contained in the Servicing Criteria assessment and any other information required to be provided by Citibank, N.A. to the Seller or its Affiliates under Section 10.15 (excluding clause (b)(ii) of Section 10.15), 10.16 (such information, together with the Citibank Information as defined in the Certificate of Citibank, N.A. attached hereto as Exhibit J, the “Provided Information”), or (B) the omission or alleged omission to state in the Provided Information a material fact required to be stated in the Provided Information, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the related information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Provided Information or any portion thereof is presented together with or separately from such other information; or
(2) any failure by Citibank, N.A. to deliver any Servicing Criteria assessment, information, report, certification, accountants’ letter or other material when and as required under Sections 10.15 and 10.16;
CITIBANK, N. A., LONDON BRANCH, a New York banking corporation acting out of its London Branch whose address is at Citigroup Centre, Canada Square, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
CITIBANK, N. A., not in its individual capacity but solely as Certificate Registrar By: Name: Title: 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.] Wilmington Trust, National Association, as Owner Trustee ▇▇▇▇▇▇ Square North ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Corporate Trust Administration Citibank, N.A., as Certificate Registrar ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 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 documentation as required by the Trust Agreement:
CITIBANK, N. A., LONDON BRANCH (the Agent, which expression shall include any successor agent appointed under clause 20).
CITIBANK, N. A., not in its individual capacity but solely as Certificate Registrar By: Name: Title: 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., as the Collateral Agent (as defined herein);
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., LONDON BRANCH as transfer agent (the "Transfer Agent")
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 principal paying agent (the Principal Paying Agent, which expression shall include any successor principal paying agent appointed under clause 23 and, together with any further or other paying agents appointed from time to time in respect of the Notes, the Paying Agents) and as transfer agent (together with the Registrar, the Transfer Agents, which expression shall include any successor transfer agent appointed under clause 23); and