THIS ADMINISTRATION AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement) dated as of November 17, 2021, is between DRIVE AUTO RECEIVABLES TRUST 2021-3, a Delaware statutory trust (the Issuer), SANTANDER CONSUMER USA INC., an Illinois corporation, as administrator (Santander Consumer or the Administrator), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, 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 November 17, 2021 (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 Seller) and Wells Fargo Delaware Trust Company, N.A. (the Owner Trustee) have entered into the Amended and Restated Trust Agreement dated as of November 17, 2021 (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 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 is required to perform certain duties;
WHEREAS, the Issuer desires to have the Administrator administer the affairs of the Issuer and perform certain of the duties of the Issuer 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 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 as Administrator specifically enumerated herein and in the Issuer Documents and administer and perform all of the duties and obligations of the Issuer under the Issuer Documents and no additional duties shall be read to be included herein; provided, however, that the Administrator shall have no obligation to make any payment
Administration Agreement (DRIVE 2021-3)