ASSET REPRESENTATIONS REVIEW AGREEMENT
This ASSET REPRESENTATIONS REVIEW AGREEMENT is made and entered into as of August 21, 2019 (this Agreement), by and between Santander Drive Auto Receivables Trust 2019-3, a Delaware statutory trust (the Issuer), Santander Consumer USA Inc., an Illinois corporation (SC, and in its capacity as sponsor, the Sponsor, and in its capacity as servicer, the Servicer), and Clayton Fixed Income Services LLC, a Delaware limited liability company (Clayton, and in its capacity as asset representations reviewer, the Asset Representations Reviewer).
WHEREAS, the Issuer will engage the Asset Representations Reviewer to perform reviews of Receivables for compliance with the representations and warranties made by the Sponsor regarding such Receivables.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1.01 Definitions. Except as otherwise defined herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Sale and Servicing Agreement dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the Sale and Servicing Agreement) between the Issuer, the Servicer, Santander Drive Auto Receivables LLC and Wells Fargo Bank, National Association, as indenture trustee, which also contains rules as to usage that are applicable herein.
Whenever used in this Agreement, the following words and phrases shall have the following meanings:
Annual ARR Fee has the meaning set forth in Section 4.01.
Asset Review means the completion by the Asset Representations Reviewer of the Tests set forth in Exhibit A for each Subject Receivable as further described in Section 3.05.
Client Records has the meaning set forth in Section 3.14.
Confidential Information has the meaning set forth in Section 7.01.
Disclosing Party has the meaning set forth in Section 7.01.
Eligible Asset Representations Reviewer means a Person who (i) is not, and is not Affiliated with, the Sponsor, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (ii) was not engaged or Affiliated with a Person that was engaged by the Sponsor or any Underwriter to perform any due diligence on the Receivables prior to the Closing Date.
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