EX-4.1 2 d939512dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 DRIVE AUTO RECEIVABLES TRUST 2025-2 Class A-1 4.281% Auto Loan Asset Backed Notes Class A-2 4.29% Auto Loan Asset Backed Notes Class A-3 4.14% Auto Loan Asset Backed Notes Class B 4.14% Auto Loan Asset Backed Notes Class C 4.39% Auto Loan Asset Backed Notes Class D 4.90% Auto Loan Asset Backed Notes INDENTURE Dated as of September 24, 2025 CITIBANK, N.A., as the Indenture Trustee CROSS REFERENCE TABLE 1 TIA Section Indenture Section 310 (a) (1) 6.11 (a) (2) 6.11 (a) (3) 6.10; 6.11 (a) (4) N.A.2 (a) (5) 6.11 (b) 6.8; 6.11 (c) N.A. 311 (a) 6.12 (b) 6.12 (c) N.A. 312 (a) 7.1 (b) 7.2 (c) 7.2 313 (a) 7.3 (b) (1) 7.3 (b) (2) 7.3 (c) 7.3 (d) 7.3 314 (a) 3.9 (b) 3.6; 11.16 (c) (1) 11.1 (c) (2) 11.1 (c) (3) 11.1 (d) 11.1 …
Open exhibit ↗Current Report · Items 1.01, 9.01 · 8-K
SANTANDER DRIVE AUTO RECEIVABLES LLC
Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. Santander Consumer USA Inc. (“SC”) and Santander Drive Auto Receivables LLC (“Santander Drive”) entered into a Purchase Agreement (the “Purchase Agreement”), dated as of September 24, 2025, (the “Closing Date”), pursuant to which SC transferred to Santander Drive certain motor vehicle retail installment sales contracts and installment loans re…
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Santander Consumer USA Inc. (“SC”) and Santander Drive Auto Receivables LLC (“Santander Drive”) entered into a Purchase Agreement (the
“Purchase Agreement”), dated as of September 24, 2025, (the “Closing Date”), pursuant to which SC transferred to Santander Drive certain motor vehicle retail installment sales contracts and installment loans relating to
certain new and used automobiles, heavy-duty trucks, light-duty trucks, SUVs and vans (the “Receivables”) and related property. Drive Auto Receivables Trust 2025-2 (the “Issuer”), a
Delaware statutory trust, was established by a Trust Agreement, dated as of March 3, 2025, which was amended and restated by an Amended and Restated Trust Agreement, dated as of the Closing Date (the “Amended and Restated Trust
Agreement”), by and between Santander Drive and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”). On the Closing Date, the Issuer entered into a Sale Agreement, dated as of the Closing Date (the
“Sale Agreement”), with Santander Drive, as seller, pursuant to which the Receivables and related property were transferred to the Issuer. On the Closing Date, the Issuer entered into a Servicing Agreement, dated as of the Closing Date
(the “Servicing Agreement”), with SC, as administrator and sponsor, Santander Bank, N.A., as servicer (the “Servicer”), and Citibank, N.A., as indenture trustee (the “Indenture Trustee”), pursuant to which the
Servicer agreed to act as servicer for the Receivables. On the Closing Date, the Issuer, SC, as sponsor, the Servicer and Clayton Fixed Income Services LLC, as asset representations reviewer, entered into an Asset Representations Review Agreement,
dated as of the Closing Date (the “Asset Representations Review Agreement”), relating to the review of certain representations relating to the Receivables after satisfaction of certain conditions. Also, on the Closing Date, the Issuer
entered into an Indenture, dated as of the Closing Date (the “Indenture”), by and between the Issuer and the Indenture Trustee. Pursuant to the Indenture, the Issuer caused the issuance of the following notes: the Class A-2 4.29% Auto Loan Asset Backed Notes, the Class A-3 4.14% Auto Loan Asset Backed Notes, the Class B 4.14% Auto Loan Asset Backed Notes, the Class C
4.39% Auto Loan Asset Backed Notes and the Class D 4.90% Auto Loan Asset Backed Notes (collectively, the “Publicly Registered Notes”) and the Class A-1 4.281% Auto Loan Asset Backed Notes
(the “Retained Notes” and together with the Publicly Registered Notes, the “Notes”). Also pursuant to the Indenture, the Issuer granted a security interest in the Receivables and other related property to secure the Notes.
Also, on the Closing Date, the Issuer, SC, as administrator, and the Indenture Trustee entered into an Administration Agreement, dated as of the Closing Date (the “Administration Agreement”), relating to the provision by SC of certain
administration services on behalf of the Issuer relating to the Notes. The Publicly Registered Notes were sold to Wells Fargo Securities, LLC, RBC Capital Markets, LLC, Santander US Capital Markets LLC, Cabrera Capital Markets, LLC and R.
Seelaus & Co., LLC (together, the “Underwriters”), pursuant to an Underwriting Agreement, dated as of September 16, 2025, by and among SC, Santander Drive and Wells Fargo Securities, LLC, on behalf of itself and as
representative of the Underwriters. The Publicly Registered Notes have been registered pursuant to the Securities Act of 1933, as amended (the “Act”), under a Registration Statement on Form SF-3 (Commission File No. 333-284121).
Attached as Exhibit 4.1 is the Indenture, as Exhibit 10.1 is the Purchase Agreement, as
Exhibit 10.2 is the Sale Agreement, as Exhibit 10.3 is the Servicing Agreement, as Exhibit 10.4 is the Administration Agreement, as Exhibit 10.5 is the Amended and Restated Trust Agreement and as Exhibit 10.6 is the Asset
Representations Review Agreement.