Santander Drive Auto Receivables LLC

10/10/2024 | Press release | Distributed by Public on 10/10/2024 14:22

Application for Designation of New Trustee - Form 305B2

Form 305(b)(2)

Registration No. 333-261901

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☒

Check if an application to determine eligibility of a Trustee pursuant to Section 305 (b)(2)

CITIBANK, N.A.

(Exact name of trustee as specified in its charter)

A National Banking Association 13-5266470

(Jurisdiction of Incorporation or organization

if not a U.S. national bank)

(I.R.S. Employer Identification No.)
399 Park Ave., New York, NY 10043
(Address of principal executive office) (Zip Code)

Louis Piscitelli

Citibank, N.A.

388 Greenwich St.

New York, NY 10013

(212) 816 -5805

(Name, address and telephone number of agent for service)

Santander Drive Auto Receivables Trust 2024-5

(Exact name of obligor as specified in its charter)

Delaware 99-6196303
(Jurisdiction of Incorporation or organization) (I.R.S. Employer Identification No.)

c/o Wilmington Trust, National Association

Rodney Square North

1100 North Market Street

Wilmington, DE

19890-0001
(Address of principal executive office) (Zip Code)

Asset-Backed Notes of Santander Drive Auto Receivables Trust 2024-5

(Title of the indenture securities)

Item 1. General Information.

Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Name

Address

Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
33 Liberty Street
New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Items 3. -15. Not Applicable

Item 16. List of Exhibits.

List below all exhibits filed as a part of this Statement of Eligibility.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.

Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect (Exhibit 1 to T-1 to Registration Statement No. 2-79983).

Exhibit 2 - Copy of certificate of authority of the Trustee to commence business (Exhibit 2 to T-1 to Registration Statement No. 2-29577).

Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers (Exhibit 3 to T-1 to Registration Statement No. 2-55519).

Exhibit 4 - Copy of existing By-Laws of the Trustee (Exhibit 4 to T-1 to Registration Statement No. 33-34988).

Exhibit 5 - Not applicable.

Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939 (Exhibit 6 to T-1 to Registration Statement No. 33-19227).

Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of June 30, 2024 - attached).

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 10th day of October, 2024.

CITIBANK, N.A.
By

/s/ Louis Piscitelli

Louis Piscitelli
Senior Trust Officer

Exhibit 7

CONSOLIDATED BALANCE SHEET Citigroup Inc. and Subsidiaries

Inmillionsof dollars

June 30,
2024
(Unaudited) 		December 31,
2023

Assets

Cash and due from banks (including segregated cash and other deposits)

$ 26,917 $ 27,342

Deposits with banks, net of allowance

219,217 233,590

Securities borrowed and purchased under agreements to resell (including $178,062 and $206,059 as of June 30, 2024 and December 31, 2023, respectively, at fair value), net of allowance

317,970 345,700

Brokerage receivables, net of allowance

64,563 53,915

Trading account assets (including $210,375 and $197,156 pledged to creditors as of June 30, 2024 and December 31, 2023, respectively)

446,339 411,756

Investments:

Available-for-sale debt securities (including $2,859 and $11,868 pledged to creditors as of June 30, 2024 and December 31, 2023, respectively)

249,362 256,936

Held-to-maturity debt securities, net of allowance (fair value of which is $230,283 and $235,001 as of June 30, 2024 and December 31, 2023, respectively) (includes $87 and $71 pledged to creditors as of June 30, 2024 and December 31, 2023, respectively)

251,125 254,247

Equity securities (including $696 and $766 as of June 30, 2024 and December 31, 2023, respectively, at fair value)

7,789 7,902

Total investments

$ 508,276 $ 519,085

Loans:

Consumer (including $294 and $313 as of June 30, 2024 and December 31, 2023, respectively, at fair value)

386,117 389,197

Corporate (including $8,232 and $7,281 as of June 30, 2024 and December 31, 2023, respectively, at fair value)

301,605 300,165

Loans, net of unearned income

$ 687,722 $ 689,362

Allowance for credit losses on loans (ACLL)

(18,216 ) (18,145 )

Total loans, net

$ 669,506 $ 671,217

Goodwill

19,704 20,098

Intangible assets (including MSRs of $709 and $691 as of June 30, 2024 and December 31, 2023, respectively)

4,226 4,421

Premises and equipment, net of depreciation and amortization

29,399 28,747

Other assets (including $14,981 and $12,290 as of June 30, 2024 and December 31, 2023, respectively, at fair value), net of allowance

99,569 95,963

Total assets

$ 2,405,686 $ 2,411,834

Statement continues on the next page.

CONSOLIDATED BALANCE SHEET

(Continued)

Citigroup Inc. and Subsidiaries

June 30,

2024

December 31,

In millions of dollars, except shares and per share amounts

(Unaudited) 2023

Liabilities

Deposits (including $3,400 and $2,440 as of June 30, 2024 and December 31, 2023, respectively, at fair value)

$ 1,278,137 $ 1,308,681

Securities loaned and sold under agreements to repurchase (including $69,768 and $62,485 as of June 30, 2024 and December 31, 2023, respectively, at fair value)

305,206 278,107

Brokerage payables (including $5,385 and $4,321 as of June 30, 2024 and December 31, 2023, respectively, at fair value)

73,621 63,539

Trading account liabilities

151,259 155,345

Short-term borrowings (including $11,744 and $6,545 as of June 30, 2024 and December 31, 2023, respectively, at fair value)

38,694 37,457

Long-term debt (including $109,406 and $116,338 as of June 30, 2024 and December 31, 2023, respectively, at fair value)

280,321 286,619

Other liabilities, plus allowances

69,304 75,835

Total liabilities

$ 2,196,542 $ 2,205,583

Stockholders' equity

Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: as of June 30, 2024-724,000 and as of December 31, 2023-704,000, at aggregate liquidation value

$ 18,100 $ 17,600

Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: as of June 30, 2024-3,099,718,745 and as of December 31, 2023-3,099,691,704

31 31

Additional paid-in capital

108,785 108,955

Retained earnings

202,913 198,905

Treasury stock, at cost: June 30, 2024-1,191,923,520 shares and December 31, 2023-1,196,577,865 shares

(74,842 ) (75,238 )

Accumulated other comprehensive income (loss) (AOCI)

(46,677 ) (44,800 )

Total Citigroup stockholders' equity

$ 208,310 $ 205,453

Noncontrolling interests

834 798

Total equity

$ 209,144 $ 206,251

Total liabilities and equity

$ 2,405,686 $ 2,411,834

The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.