SecProbe.io

January 31, 2025
Corey Henry
President and Chief Executive Officer
Santander Drive Auto Receivables LLC
1601 Elm Street, Suite 800
Dallas, Texas 75201
Re:Santander Drive Auto Receivables LLC
Registration Statement on Form SF-3
Filed January 3, 2025
File No. 333-284121
Dear Corey Henry:
            We have reviewed your registration statement and have the following comments.
             Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
             After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form SF-3
General
1.Please confirm that the depositor or any issuing entity previously established, directly
or indirectly, by the depositor or any affiliate of the depositor has been current and
timely with Exchange Act reporting during the last twelve months with respect to
asset-backed securities involving the same asset class. Please refer to General
Instruction I.A.2. of Form SF-3.

January 31, 2025
Page 2
Cover Page
2.We note your disclosure here and elsewhere throughout the prospectus that,
depending on the issuance, [Santander] Drive Auto Receivables Grantor Trust (the
“Grantor Trust”), rather than [Santander] Drive Auto Receivables Trust 20[ ]-[ ] (the
“Issuing Entity”), may hold the receivables and that, in such a scenario, the Issuing
Entity will instead hold a Grantor Trust Certificate representing an equity interest in
the Grantor Trust. We note that the Grantor Trust was not contemplated in your last
SF-3. Please tell us why you have added this structural feature to the registration
statement and tell us whether there are any specific risks to consider with this
structure. We may have additional comments after reviewing your response.
Summary of Structure and Flow of Funds, page x
3.The diagram presented in this section indicates that, regardless of whether the Grantor
Trust or the Issuing Entity holds the receivables, either of Santander Consumer USA
Inc. (“SC”) or Santander Bank, N.A. (“SBNA”), acting as Servicer, would be
connected to the Issuing Entity. The Form of Servicing Agreement included as
Exhibit 10.4 indicates that, where the Grantor Trust is a party to a deal, the Servicer
provides services on behalf of both the Issuing Entity and the Grantor Trust (see, e.g.,
Section 2.1(a) on page 2 of the Form of Servicing Agreement). Please revise the
diagram to reflect the relationship between the Servicer and the Grantor Trust or
advise.
Summary of Terms
[Subsequent Receivables], page 10
4.We are unable to locate relevant provisions in the forms of transaction documents
filed as exhibits to the registration statement relating to potential funding or revolving
periods and the contractual rights or obligations of any transaction party with respect
to the establishment, maintenance, use, and/or disposition of a pre-funding account.
Please revise the appropriate exhibits as necessary to reflect the relevant terms as
disclosed in your form of prospectus or remove discussion of potential funding or
revolving periods from your form of prospectus.
Risk Factors, page 23
5.We note that the risk factors “Adverse events with respect to the sponsor, the servicer,
the administrator or their affiliates could affect the timing of payments on your notes
or adversely affect the market value or liquidity of your notes” on page 31 and “You
may experience delays or reduction in payments on your notes following a servicer
replacement event and replacement of the servicer” on page 35 each include bracketed
disclosure stating that SC anticipates transferring its servicing obligations to SBNA in
2025. We note that this is reflected throughout the prospectus as references to the
servicer are drafted to mean either SC or SBNA. Please revise to explain the
reason for the planned change in servicer.
Asset Review Voting, page 116
Please revise your disclosure on page 116 regarding the 5% threshold of investors
required to initiate an asset review vote to clarify that notes held by the sponsor or 6.

January 31, 2025
Page 3
servicer, or any affiliates thereof, are not included in the calculation for determining
whether 5% of investors have elected to initiate a vote. Refer to Section
V.B.3(a)(2)(c)(i)(b) of Release No. 33-9638 (the "Regulation AB II Adopting
Release") (stating that the maximum percentage of investors' interest in the pool
required to initiate vote may not be greater than 5% of the total investors' interest in
the pool (i.e., interests that are not held by affiliates of the sponsor or servicer)).
The Transfer Agreements, the Servicing Agreement and the Administration Agreement
Requests to Repurchase and Dispute Resolutions, page 118
7.We note your statement on page 119 that any mediation and arbitration will be subject
to certain confidentiality restrictions “and additional terms set forth in the purchase
agreement.” We also note that, for example, Section 3.7(c)(iii) on page 10 of the
Purchase Agreement filed as Exhibit 10.1 requires that any mediator be “impartial,
knowledgeable about and experienced with the laws of the State of New York that are
relevant to the repurchase dispute,” but we are unable to locate disclosure of such
requirement in the prospectus. Please revise your prospectus as necessary to disclose
all material terms set forth in the purchase agreement.
Part II. Information Not Required in Prospectus
Item 12. Other Expenses of Issuance and Distribution, page II-1
8.We note that there appears to be a typographical error regarding the amount of Asset
Representations Reviewer Fees and Expenses. Please revise.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Donial Dastgir at 202-551-3039 or Rolaine Bancroft at 202-551-3313
with any questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance