0001193125-20-089929.txt : 20200330 0001193125-20-089929.hdr.sgml : 20200330 20200330065711 ACCESSION NUMBER: 0001193125-20-089929 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20191231 0001383094 0001540151 FILED AS OF DATE: 20200330 DATE AS OF CHANGE: 20200330 ABS ASSET CLASS: Auto loans FILER: COMPANY DATA: COMPANY CONFORMED NAME: Drive Auto Receivables Trust 2017-3 CENTRAL INDEX KEY: 0001717900 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-215494-03 FILM NUMBER: 20753933 BUSINESS ADDRESS: STREET 1: 1601 ELM STREET STREET 2: SUITE 800 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-634-1110 MAIL ADDRESS: STREET 1: 1601 ELM STREET STREET 2: SUITE 800 CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANTANDER DRIVE AUTO RECEIVABLES LLC CENTRAL INDEX KEY: 0001383094 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 204382941 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-139609 FILM NUMBER: 20753932 BUSINESS ADDRESS: STREET 1: 1601 ELM STREET STREET 2: SUITE 800 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-634-1110 MAIL ADDRESS: STREET 1: 1601 ELM STREET STREET 2: SUITE 800 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: DRIVE AUTO RECEIVABLES LLC DATE OF NAME CHANGE: 20061208 10-K 1 d152910d10k.htm 10-K 10-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the fiscal year ended December 31, 2019.

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the transition period from _______________ to _______________.

 

DRIVE AUTO RECEIVABLES TRUST 2017-3 

(Exact name of issuing entity as specified in its charter)

Commission file number of the issuing entity: 333-215494-03

Central Index Key Number of issuing entity: 0001717900

 

SANTANDER DRIVE AUTO RECEIVABLES LLC

(Exact name of depositor as specified in its charter)

Commission file number of depositor: 333-215494

Central Index Key Number of depositor: 0001383094

 

SANTANDER CONSUMER USA INC.

(Exact name of sponsor as specified in its charter)

Central Index Key Number of sponsor: 0001540151

 

Delaware

(State or other jurisdiction of incorporation or organization of the issuing entity)

 

37-6652230

(I.R.S. Employer Identification No. of the issuing entity)

 

c/o Santander Drive Auto Receivables LLC

1601 Elm Street, Suite 800

Dallas, Texas 75201

(Address of principal executive offices)

 

(214) 292-1930

(Telephone number, including area code)

 

Securities Registered Pursuant to Section 12 (b) of the Securities Exchange Act of 1934: None

 

Securities Registered Pursuant to Section 12 (g) of the Securities Exchange Act of 1934: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐   No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐    No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
    Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Not applicable

List hereunder the following documents if incorporated by reference and the part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

None

 

   

 

PART I

The following items have been omitted in accordance with General Instruction J to Form 10-K:

Item 1: Business
Item 1A: Risk Factors
Item 2: Properties
Item 3: Legal Proceedings
Item 4: Mine Safety Disclosures
Item 1B. Unresolved Staff Comments

Nothing to report.

Substitute information provided in accordance with General Instruction J to Form 10-K:

Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information)

Nothing to report.

Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers)

Nothing to report.

Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information)

Nothing to report.

Item 1117 of Regulation AB. Legal Proceedings

Nothing to report.

 

  2

 

PART II

The following items have been omitted in accordance with General Instruction J to Form 10-K:

Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6: Selected Financial Data
Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A: Quantitative and Qualitative Disclosures about Market Risk
Item 8: Financial Statements and Supplementary Data
Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A: Controls and Procedures
Item 9B. Other Information

Santander Consumer USA Inc. (“SC”) is a wholly-owned subsidiary of Santander Consumer USA Holdings Inc. (“SC Holdings”). On February 27, 2020, SC Holdings filed its Annual Report on Form 10-K for the year ended December 31, 2019 and disclosed certain legal and regulatory matters. Additional information about SC Holdings and its consolidated subsidiaries, including information contained in required annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, is on file with the SEC under the name “Santander Consumer USA Holdings Inc.” and file number 001-36270.

 

  3

 

PART III

The following items have been omitted in accordance with General Instruction J to Form 10-K:

Item 10: Directors, Executive Officers, and Corporate Governance
Item 11: Executive Compensation
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13: Certain Relationships and Related Transactions, and Director Independence
Item 14: Principal Accounting Fees and Services

Substitute information provided in accordance with General Instruction J to Form 10-K:

Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions

Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria

Each of SC and Wilmington Trust, National Association (each, a “Servicing Participant”) have been identified by the issuing entity as parties participating in the servicing function with respect to the pool assets held by the issuing entity. Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to it (each, a “Report on Assessment”), which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an “Attestation Report”) by one or more registered public accounting firms, which reports are also attached as exhibits to this Form 10-K.

None of the Reports on Assessment or the related Attestation Reports has identified any material instances of noncompliance with the servicing criteria described in the related Report on Assessment as being applicable to such Servicing Participant.

Item 1123 of Regulation AB. Servicer Compliance Statements

SC has been identified by the issuing entity as the servicer with respect to the asset pool held by the issuing entity. SC has completed a statement of compliance with applicable servicing criteria signed by an authorized officer. The Compliance Statement is attached as an exhibit to this Form 10-K

.

  4

 

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Not Applicable.
(a)(2) Not Applicable.
(a)(3) See Item 15(b) below.
(b) Exhibits

The exhibits listed below are either included or incorporated by reference as indicated:

     
  Exhibit No. Description
     
  1.1 Underwriting Agreement, dated as of October 17, 2017, among Santander Drive Auto Receivables LLC (“Santander Drive”), Santander Consumer USA Inc. (“SC”) and SG Americas Securities, LLC, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 of Form 8-K filed by the Issuer (Commission File No. 333- 215494-03) with the Securities and Exchange Commission on October 19, 2017)
     
  3.1 Amended and Restated Limited Liability Company Agreement of Santander Drive dated as of March 7, 2007 (incorporated by reference to Exhibit 3.1 of Form SF-3 filed by Santander Drive (Commission File No. 333-215494) with the Securities and Exchange Commission on January 10, 2017)
     
  3.2 First Amendment to Amended and Restated Limited Liability Company Agreement, dated as of February 28, 2017, by SC, as sole equity member (incorporated by reference to Exhibit 3.2 of Form SF-3/A filed by Santander Drive (Commission File No. 333- 215494) with the Securities and Exchange Commission on May 31, 2017)
     
  4.1 Indenture, dated as of October 25, 2017, between Drive Auto Receivables Trust 2017-3, as issuer (the “Issuer”), and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”) (incorporated by reference to Exhibit 4.1 of Form 8-K filed by the Issuer (Commission File No. 333-215494-03) with the Securities and Exchange Commission on October 26, 2017)
     
  10.1 Purchase Agreement, dated as of October 25, 2017, between SC and Santander Drive (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Issuer (Commission File No. 333-215494-03) with the Securities and Exchange Commission on October 26, 2017)
     
  10.2 Sale and Servicing Agreement, dated as of October 25, 2017, among the Issuer, Santander Drive, SC and the Indenture Trustee (incorporated by reference to Exhibit 10.2 of Form 8-K filed by the Issuer (Commission File No. 333-215494-03) with the Securities and Exchange Commission on October 26, 2017)
     
  10.3 Administration Agreement, dated as of October 25, 2017, among the Issuer, SC, as administrator, and the Indenture Trustee (incorporated by reference to Exhibit 10.3 of Form 8-K filed by the Issuer (Commission File No. 333-215494-03) with the Securities and Exchange Commission on October 26, 2017)
     
  10.4 Amended and Restated Trust Agreement, dated as of October 25, 2017, between Santander Drive and Wells Fargo Delaware Trust Company, N.A, not in its individual capacity but solely as owner trustee for the Issuer (incorporated by reference to Exhibit

 

  5

 

 

    10.4 of Form 8-K filed by the Issuer (Commission File No. 333-215494-03) with the Securities and Exchange Commission on October 26, 2017)
     
  10.5 Asset Representations Review Agreement, dated as of October 25, 2017, among the Issuer, SC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (incorporated by reference to Exhibit 10.5 of Form 8-K filed by the Issuer (Commission File No. 333-215494-03) with the Securities and Exchange Commission on October 26, 2017)
     
  31.1 Certification (Santander Drive)
     
  33.1 Management’s Assessment of Compliance with SEC Regulation AB Servicing Criteria (SC)
     
  33.2 Assessment of Compliance with the Applicable Servicing Criteria (Indenture Trustee)
     
  34.1 Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP with respect to SC)
     
  34.2 Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP with respect to the Indenture Trustee)
     
  35.1 Servicer Compliance Statement (SC)
     
  99.1 Servicing Agreement, dated as of July 15, 2016, by and between SC and Santander Consumer International Puerto Rico LLC (the “Subservicer”) (incorporated by reference to Exhibit 99.1 of Form 8-K filed by the Issuer (Commission File No. 333-215494-03) with the Securities and Exchange Commission on October 26, 2017)
     
  99.2 Second Amended and Restated Program Portfolio Schedule (Publicly Registered Retail Transactions), dated as of June 28, 2017, by and between SC and the Subservicer (incorporated by reference to Exhibit 99.2 of Form 8-K filed by the Issuer (Commission File No. 333-215494-03) with the Securities and Exchange Commission on October 26, 2017)

 

(c) Not Applicable.

 

Item 16. Form 10-K Summary

None.

Supplemental information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act

No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to certificateholders, and the registrant does not presently contemplate sending any such materials subsequent to the filing of this report.

  6

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 30, 2020

   
  SANTANDER DRIVE AUTO RECEIVABLES LLC, as depositor
     
  By: /s/ Corey Henry  
  Name: Corey Henry
  Title: President and Chief Executive Officer (senior officer in charge of securitization of the depositor)

 

  7

 

EX-31.1 2 d152910dex311.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION

I, Corey Henry, certify that:

1.             I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Drive Auto Receivables Trust 2017-3 (the “Exchange Act periodic reports”);

2.             Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.             Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

4.            Based on my knowledge and the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreement in all material respects; and

5.             All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Wilmington Trust, National Association.

  By: /s/ Corey Henry  
  Name: Corey Henry
  Title: President and Chief Executive Officer Santander Drive Auto Receivables LLC, as Depositor
    (senior officer in charge of securitization of the depositor)
  Date: March 30, 2020

 

 

 

EX-33.1 3 d152910dex331.htm EX-33.1 EX-33.1

 

Exhibit 33.1

 

 

Management’s Assessment of Compliance with SEC Regulation AB Servicing Criteria

 

1. Management of Santander Consumer USA Inc. ("SC") is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB as of and for the year ended December 31, 2019. The transactions covered by this report are all publicly registered transactions backed by auto loans for which Santander Consumer USA Inc. is the servicer (the "Platform"). See Appendix A.

 

2. SC’s management has assessed SC’s compliance with the applicable servicing criteria as of and for the year ended December 31, 2019. In making this assessment, management used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB (See Appendix B), except for the following criteria which SC determined are not applicable to the activities performed by SC or through its vendors with respect to the Platform: 1122(d)(1)(iv), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), and 1122(d)(4)(xiii).

 

3. There were no external enhancements as of and for the year ended December 31, 2019, with respect to the Platform taken as a whole.

 

4. With respect to servicing criterion, Item 1122(d)(1)(iii), some of the transactions included in the Platform require the Company to utilize a backup servicer when certain events, which are specified within the transaction agreements, occur. As of and for the year ended December 31, 2019, the events that would require a backup servicer as listed in the transaction documents did not occur, and therefore the requirement for a backup servicer does not apply.

 

5. SC has engaged vendors that are not servicers as defined in Item 1101(j) of Regulation AB to perform limited or scripted activities with respect to the servicing criteria applicable to each vendor’s activities as set forth in Appendix B of this report. SC elected to take responsibility for assessing compliance with the portion of the servicing criteria applicable to each such vendor. SC has policies and procedures in place to provide reasonable assurance that the vendors’ activities comply in all material respects with the portion of the servicing criteria applicable to each vendor. SC’s management is solely responsible for determining that it meets the requirements to apply Interpretation 200.06 of the SEC Compliance and Disclosure Interpretations.

 

6. SC has complied, in all material respects, with the applicable servicing criteria for which it is responsible, as of and for the year ended December 31, 2019, with respect to the Platform taken as a whole.

 

7. SC’s management has not identified and is not aware of any material instance of noncompliance by the vendors with regard to the applicable servicing criteria, as of and for the year ended December 31, 2019, with respect to the Platform taken as a whole.

 

8. SC’s management has not identified any material deficiency in its policies and procedures to monitor the compliance by the vendors with the applicable servicing criteria, as of and for the year ended December 31, 2019, with respect to the Platform taken as a whole.

 

9. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report on SC's compliance with the applicable servicing criteria as of and for the year ended December 31, 2019.
     

 

 

 

March 25, 2020

 

Santander Consumer USA Inc.

 

By: /s/ Sandra M. Broderick By: /s/ Andrew Kang
   
Sandra M. Broderick Andrew Kang
EVP Head of Operations Treasurer
Santander Consumer USA Inc. Santander Consumer USA Inc.

 

     

 

 

 Appendix A

The Transactions in the Platform include the following:

 

1 SDART 2014-4
2 SDART 2014-5
3 SDART 2015-1
4 SDART 2015-2
5 SDART 2015-3
6 SDART 2015-4
7 SDART 2015-5
8 SDART 2016-1
9 SDART 2016-2
10 SDART 2016-3
11 SDART 2017-1
12 SDART 2017-2
13 SDART 2017-3
14 SDART 2018-1
15 SDART 2018-2
16 SDART 2018-3
17 SDART 2018-4
18 SDART 2018-5
19 SDART 2019-1
20 SDART 2019-2
21 SDART 2019-3
22 DRIVE 2017-1
23 DRIVE 2017-2
24 DRIVE 2017-3
25 DRIVE 2018-1
26 DRIVE 2018-2
27 DRIVE 2018-3
28 DRIVE 2018-4
29 DRIVE 2018-5
30 DRIVE 2019-1
31 DRIVE 2019-2
32 DRIVE 2019-3
33 DRIVE 2019-4

 

     

 

 

 

APPENDIX B

 

SERVICING CRITERIA TO BE ADDRESSED IN SERVICER’S ASSESSMENT OF COMPLIANCE

 

 

Servicing Criteria

 

Applicable Servicing Criteria

 

Inapplicable Servicing Criteria

 

Reference

 

Criteria

 

Performed Directly by SC

Performed by a

Vendor for which SC is the Responsible Party

 
 

 

General Servicing Considerations

     
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. X    
1122(d)(1)(ii)

If any material servicing activities are outsourced to third parties, policies and

procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.

 

X

   
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. X1    
1122(d)(1)(iv)

A fidelity bond and errors and omissions policy is in effect on the party

participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.

   

 

X2

1122(d)(1)(v) Aggregation of information, is mathematically accurate and the information conveyed accurately reflects the information. X    
  Cash Collection and Administration      
1122(d)(2)(i)

Payments on pool assets are deposited into the appropriate custodial bank

accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.

 

X

 

X

 
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. X    
1122(d)(2)(iii)

Advances of funds or guarantees regarding collections, cash flows or

distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.

   

 

X

1122(d)(2)(iv)

The related accounts for the transaction, such as cash reserve accounts or

accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.

 

X

   

 

App B-1

     

 

 

 

 

Servicing Criteria

 

Applicable Servicing Criteria

 

Inapplicable Servicing Criteria

 

Reference

 

Criteria

 

Performed Directly by SC

Performed by a

Vendor for which SC is the Responsible Party

 
1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

 

X

   
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access.     X
1122(d)(2)(vii)

Reconciliations are prepared on a monthly basis for all asset-backed securities

related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.

 

X

   
  Investor Remittances and Reporting      
1122(d)(3)(i)

Reports to investors, including those to be filed with the Commission, are

maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.

 

X

   
1122(d)(3)(ii)

Amounts due to investors are allocated and remitted in accordance with

timeframes, distribution priority and other terms set forth in the transaction agreements.

 

X3

   
1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.

 

X3

   
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. X3    
  Pool Asset Administration      
1122(d)(4)(i) Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents. X X  
1122(d)(4)(ii)

Pool assets and related documents are safeguarded as required by the

transaction agreements

X X  

 

App B-2

     

 

 

 

 

 

Servicing Criteria

 

Applicable Servicing Criteria

 

Inapplicable Servicing Criteria

 

Reference

 

Criteria

 

Performed Directly by SC

Performed by a

Vendor for which SC is the Responsible Party

 
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.

 

X

   
1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related asset pool documents.

 

X

 

X

 
1122(d)(4)(v)

The Servicer’s records regarding the accounts and the accounts agree with the

Servicer’s records with respect to an obligor’s unpaid principal balance.

X    
1122(d)(4)(vi)

Changes with respect to the terms or status of an obligor's account (e.g., loan

modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.

 

X

 

X

 
1122(d)(4)(vii)

Loss mitigation or recovery actions (e.g., forbearance plans, modifications and

deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.

 

X

 

X

 
1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

 

X

 

X

 
1122(d)(4)(ix)

Adjustments to interest rates or rates of return for pool assets with variable

rates are computed based on the related pool asset documents.

    X
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s Account documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable Account documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related Accounts, or such other number of days specified in the transaction agreements.    

 

X

1122(d)(4)(xi)

Payments made on behalf of an obligor (such as tax or insurance payments)

are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

   

 

X

 

App B-3

     

 

 

 

 

Servicing Criteria

 

Applicable Servicing Criteria

 

Inapplicable Servicing Criteria

 

Reference

 

Criteria

 

Performed Directly by SC

Performed by a

Vendor for which SC is the Responsible Party

 
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.    

 

X

1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.    

 

X

1122(d)(4)(xiv)

Delinquencies, charge-offs and uncollectible accounts are recognized and

recorded in accordance with the transaction agreements.

X    
1122(d)(4)(xv)

Any external enhancement or other support, identified in Item 1114(a)(1)

through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

 

X4

   

 

 

1 Some of the transactions in the Platform require SC to utilize a backup servicer when certain events, which are specified in the transaction agreements, occur. As of and for the year ended December 31, 2019, none of these events occurred.

 

2 None of the transactions included in the Platform require SC to maintain a fidelity bond and errors and omissions policy.

 

3 Solely as it relates to allocation and/or remittance to the relevant indenture trustee.

 

4 There were no external enhancements or other support as of and for the year ended December 31, 2019.

 

App B-4 

     

 

EX-33.2 4 d152910dex332.htm EX-33.2 EX-33.2

 

Exhibit 33.2

Management Assessment Report

Management of Wilmington Trust Corporation (the Corporation) is responsible for assessing compliance with the applicable servicing criteria set forth in Item 1122(d)(2)(ii), 1122(d)(2)(iv), 1122(d)(2)(v), 1122(d)(3)(i), 1122(d)(3)(ii), 1122(d)(3)(iii) and 1122(d)(3)(iv) of Regulation AB of the Securities and Exchange Commission relating to the servicing of auto related asset-backed transactions initiated or amended for purposes of Regulation AB on or after January 1, 2006, for which the Corporation provides trustee services (the Platform) as of and for the year ended December 31, 2019. Management has determined that all other criteria set forth in Item 1122(d) are not applicable to the servicing activities performed by the Corporation with respect to the Platform. Appendix A to this report Identifies the auto related asset-backed transactions defined by management as constituting the Platform.

The Corporation’s management has assessed the Corporation’s compliance with the applicable servicing criteria as of and for the year ended December 31, 2019. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in criterion (d)(2)(ii), (d)(2)(iv), (d)(2)(v), (d)(3)(i), (d)(3)(ii), (d)(3)(iii) and (d)(3)(iv) of Item 1122 of Regulation AB. The activities the Corporation performs with respect to the applicable 1122(d) servicing criteria are listed on the attached Appendix A.

With respect to the Corporation’s obligation to issue a notification to be included in the client’s Form 8- K. Form 10-D and Form 10-K under applicable servicing criterion 1122(d)(3)(i), there were no activities performed during the year ended December 31, 2019, with respect to the Platform, because there were no occurrences of events that would require the Corporation to perform such activities.

Based on such assessment, management believes that, as of and for the year ended December 31, 2019, the Corporation has complied in all material respects with the servicing criteria set forth in Item 1122(d)(2)(ii), 1122(d)(2)(iv), 1122(d)(2)(v), 1122(d)(3)(i), 1122(d)(3)(ii), 1122(d)(3)(iii) and 1122(d)(3)(iv) of Regulation AB of the Securities and Exchange Commission relating to the servicing of the Platform.



     

 

 

 

PricewaterhouseCoopers LLP, a registered public accounting firm, has issued an attestation report with respect to management’s assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 2019.

 

       
     

/s/ Patrick Tadie

  Name:   Patrick Tadie
  Title:   Group Vice President
      ICS Global Capital Markets
  Date:   February 28, 2020

 

     

 

 

Appendix A

2019

Overview of Applicable Servicing Criteria and Associated Platform Transactions

ABS - Auto

 

         

Transactions

  Item 1122   Applicable Activity
Fifth Third Auto Trust 2014-1   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Fifth Third Auto Trust 2014-2   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Fifth Third Auto Trust 2014-3   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Fifth Third Auto Trust 2015-1   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2014-3   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2014-4   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2014-5   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2015-1 .   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2015-2   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2015-3   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2015-4   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
Santander Drive Auto Receivable Trust 2015-5   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2016-1   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2016-2   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2016-3   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
DRIVE Auto Receivables Trust 2017-1   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements,
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements,
     
DRIVE Auto Receivables Trust 2017-2   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
DRIVE Auto Receivables Trust 2017 -3   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number ·of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
Fifth Third Auto Trust 2017-1   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(2)(iv)   Company’s obligation: The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (eg., with respect to commingling of cash) as set forth in the transaction agreements.
     
   

(d)(2)(v)

.

  Company’s obligation: Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
DRIVE Auto Receivables Trust 2018-1   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
DRIVE Auto Receivables Trust 2018-2   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
DRIVE Auto Receivables Trust 2018-3   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth injthe transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
DRIVE Auto Receivables Trust 2018-4   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth · in the transaction agreement

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to· the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
DRIVE Auto Receivables Trust 2018-5   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
CarMax Auto Owner Trust 2018-2   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.

 

 

  (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
         
     
CarMax Auto Owner Trust 2018-3   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
CarMax Auto Owner Trust 2018-4   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
DRIVE Auto Receivables Trust 2019-1   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
DRIVE Auto Receivables Trust 2019-3   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
DRIVE Auto Receivables Trust 2019-4   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
Fifth Third Auto Trust 2019-1   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(2)(iv)   Company’s obligation: The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (eg., with respect to commingling of cash) as set forth in the transaction agreements.
     
   

(d)(2)(v)

.

  Company’s obligation: Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
         
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
     
Capital One Prime Auto Trust 2019-1   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(2)(iv)   Company’s obligation: The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (eg., with respect to commingling of cash) as set forth in the transaction agreements.
     
   

(d)(2)(v)

.

  Company’s obligation: Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
Capital One Prime Auto Trust 2019-2   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(2)(iv)   Company’s obligation: The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (eg., with respect to commingling of cash) as set forth in the transaction agreements.

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
     
   

(d)(2)(v)

.

  Company’s obligation: Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
Santander Drive Auto Receivable Trust 2019-2   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2019-3   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     

 

     

 

EX-34.1 5 d152910dex341.htm EX-34.1 EX-34.1

Exhibit 34.1

 

 

Report of Independent Registered Public Accounting Firm

 

To the Management of

Santander Consumer USA Inc.

 

 

We have examined management’s assertion, included in the accompanying Management’s Assessment of Compliance with SEC Regulation AB Servicing Criteria, that Santander Consumer USA Inc. (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for all publicly registered transactions backed by auto loans for which Santander Consumer USA Inc. is the servicer (the “Platform”), as of December 31, 2019 and for the year then ended excluding criteria 1122(d)(1)(iv), 1122(d)(2)(iii), 1122(d)(2)(vi), and 1122(d)(4)(ix) through 1122(d)(4)(xiii), which the Company has determined are not applicable to the servicing activities performed by it with respect to the Platform. As described in management's assertion, for servicing criteria 1122(d)(2)(i), 1122(d)(4)(i), 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(vi), 1122(d)(4)(vii), and 1122(d)(4)(viii), the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determined that these vendors are not considered "servicers" as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Compliance and Disclosure Interpretation 200.06 of the SEC Division of Corporation Finance’s interpretations of the rules adopted under Regulation AB and the Securities Act and the Exchange Act ("Interpretation 200.06"). As permitted by Interpretation 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors' activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 200.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company's determination of its eligibility to use Interpretation 200.06. Appendix A to management's assertion identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Santander Consumer USA Inc.’s management is responsible for its assertion and for the Company's compliance with the applicable servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company’s compliance with the applicable servicing criteria based on our examination.

 

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether management’s assertion about compliance with the applicable servicing criteria is fairly stated, in all material respects, and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report.

 

 

PricewaterhouseCoopers LLP, 2121 N. Pearl Street, Suite 2000, Dallas, TX, 75201

T: 214 999 1400; F: 214 754 7991, www.pwc.com/us

     

 

 

 

Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides, and that the evidence we obtained is sufficient and appropriate to provide, a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

 

In our opinion, management’s assertion that Santander Consumer USA Inc. complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2019 for all publicly registered transactions backed by auto loans for which Santander Consumer USA Inc. is the servicer is fairly stated, in all material respects.

 

 

Dallas, Texas

March 25, 2020

 

 

     

 

EX-34.2 6 d152910dex342.htm EX-34.2 EX-34.2

 

Exhibit 34.2

 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Management of Wilmington Trust Corporation

 

We have examined management’s assertion, included in the accompanying Management Assessment Report, that Wilmington Trust Corporation (the “Company”) complied with the servicing criteria set forth in Item 1122(d)(2)(ii), 1122(d)(2)(iv), 1122(d)(2)(v), 1122(d)(3)(i), 1122(d)(3)(ii), 1122(d)(3)(iii), and 1122(d)(3)(iv) of Regulation AB of the Securities and Exchange Commission relating to the servicing of auto related asset-backed transactions initiated or amended for purposes of Regulation AB on or after January 1, 2006, for which the Company also provides trustee services (the Platform), as of December 31, 2019 and for the year then ended. Appendix A to Management’s Assessment Report identifies the individual asset-backed transactions and securities and applicable criteria defined by management as constituting the Platform. Wilmington Trust Corporation’s management is responsible for its assertion and for the Company's compliance with the applicable servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company’s compliance with the applicable servicing criteria based on our examination.

 

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether management’s assertion about compliance with the applicable servicing criteria is fairly stated, in all material respects, and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides, and that the evidence we obtained is sufficient and appropriate to provide, a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

 

In our opinion, management’s assertion that Wilmington Trust Corporation complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2019 for the Platform is fairly stated, in all material respects.

 

Buffalo, NY

February 28, 2020

 

PricewaterhouseCoopers LLP, 726 Exchange Street, Suite 1010, Buffalo, NY 14210

T: (716) 856 4650, F: (716) 856 1208, www.pwc.com/us

     

 

 

Management Assessment Report

Management of Wilmington Trust Corporation (the Corporation) is responsible for assessing compliance with the applicable servicing criteria set forth in Item 1122(d)(2)(ii), 1122(d)(2)(iv), 1122(d)(2)(v), 1122(d)(3)(i), 1122(d)(3)(ii), 1122(d)(3)(iii) and 1122(d)(3)(iv) of Regulation AB of the Securities and Exchange Commission relating to the servicing of auto related asset-backed transactions initiated or amended for purposes of Regulation AB on or after January 1, 2006, for which the Corporation provides trustee services (the Platform) as of and for the year ended December 31, 2019. Management has determined that all other criteria set forth in Item 1122(d) are not applicable to the servicing activities performed by the Corporation with respect to the Platform. Appendix A to this report Identifies the auto related asset-backed transactions defined by management as constituting the Platform.

The Corporation’s management has assessed the Corporation’s compliance with the applicable servicing criteria as of and for the year ended December 31, 2019. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in criterion (d)(2)(ii), (d)(2)(iv), (d)(2)(v), (d)(3)(i), (d)(3)(ii), (d)(3)(iii) and (d)(3)(iv) of Item 1122 of Regulation AB. The activities the Corporation performs with respect to the applicable 1122(d) servicing criteria are listed on the attached Appendix A.

With respect to the Corporation’s obligation to issue a notification to be included in the client’s Form 8- K. Form 10-D and Form 10-K under applicable servicing criterion 1122(d)(3)(i), there were no activities performed during the year ended December 31, 2019, with respect to the Platform, because there were no occurrences of events that would require the Corporation to perform such activities.

Based on such assessment, management believes that, as of and for the year ended December 31, 2019, the Corporation has complied in all material respects with the servicing criteria set forth in Item 1122(d)(2)(ii), 1122(d)(2)(iv), 1122(d)(2)(v), 1122(d)(3)(i), 1122(d)(3)(ii), 1122(d)(3)(iii) and 1122(d)(3)(iv) of Regulation AB of the Securities and Exchange Commission relating to the servicing of the Platform.



     

 

 

 

PricewaterhouseCoopers LLP, a registered public accounting firm, has issued an attestation report with respect to management’s assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 2019.

 

       
     

/s/ Patrick Tadie

  Name:   Patrick Tadie
  Title:   Group Vice President
      ICS Global Capital Markets
  Date:   February 28, 2020

 

     

 

 

Appendix A

2019

Overview of Applicable Servicing Criteria and Associated Platform Transactions

ABS - Auto

 

         

Transactions

  Item 1122   Applicable Activity
Fifth Third Auto Trust 2014-1   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Fifth Third Auto Trust 2014-2   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Fifth Third Auto Trust 2014-3   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Fifth Third Auto Trust 2015-1   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2014-3   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2014-4   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2014-5   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2015-1 .   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2015-2   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2015-3   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2015-4   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
Santander Drive Auto Receivable Trust 2015-5   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2016-1   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2016-2   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2016-3   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
DRIVE Auto Receivables Trust 2017-1   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements,
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements,
     
DRIVE Auto Receivables Trust 2017-2   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
DRIVE Auto Receivables Trust 2017 -3   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number ·of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
Fifth Third Auto Trust 2017-1   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(2)(iv)   Company’s obligation: The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (eg., with respect to commingling of cash) as set forth in the transaction agreements.
     
   

(d)(2)(v)

.

  Company’s obligation: Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
DRIVE Auto Receivables Trust 2018-1   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
DRIVE Auto Receivables Trust 2018-2   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
DRIVE Auto Receivables Trust 2018-3   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth injthe transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
DRIVE Auto Receivables Trust 2018-4   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth · in the transaction agreement

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to· the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
DRIVE Auto Receivables Trust 2018-5   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
CarMax Auto Owner Trust 2018-2   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.

 

 

  (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
         
     
CarMax Auto Owner Trust 2018-3   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
CarMax Auto Owner Trust 2018-4   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
DRIVE Auto Receivables Trust 2019-1   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
DRIVE Auto Receivables Trust 2019-3   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
DRIVE Auto Receivables Trust 2019-4   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
Fifth Third Auto Trust 2019-1   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(2)(iv)   Company’s obligation: The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (eg., with respect to commingling of cash) as set forth in the transaction agreements.
     
   

(d)(2)(v)

.

  Company’s obligation: Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
         
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
     
Capital One Prime Auto Trust 2019-1   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(2)(iv)   Company’s obligation: The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (eg., with respect to commingling of cash) as set forth in the transaction agreements.
     
   

(d)(2)(v)

.

  Company’s obligation: Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
Capital One Prime Auto Trust 2019-2   (d)(2)(ii)   Company’s obligation: Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel
     
    (d)(2)(iv)   Company’s obligation: The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (eg., with respect to commingling of cash) as set forth in the transaction agreements.

 

     

 

 

 

         

Transactions

  Item 1122   Applicable Activity
     
   

(d)(2)(v)

.

  Company’s obligation: Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
     
    (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
    (d)(3)(ii)   Company’s obligation: Amounts due to investors are allocated and remitted in accordance with time frames, distribution priority and other terms set forth in the transaction agreement
     
    (d)(3)(iii)   Company’s obligation: Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
     
    (d)(3)(iv)   Company’s obligation: Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     
Santander Drive Auto Receivable Trust 2019-2   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     
Santander Drive Auto Receivable Trust 2019-3   (d)(3)(i)   Company’s obligation to issue a notification of any activity giving rise to Form 10-D or Form 8-K disclosure items
     

 

     

 

EX-35.1 7 d152910dex351.htm EX-35.1 EX-35.1

 

Exhibit 35.1

SERVICER COMPLIANCE STATEMENT

In connection with the Annual Report on Form 10-K of Drive Auto Receivables Trust 2017-3 for the fiscal year ended December 31, 2019, (the “Report”), the undersigned, a duly authorized officer of Santander Consumer USA Inc. (the “Servicer”), does hereby certify and represent that:

1. A review of the activities and performance of the Servicer under the Sale and Servicing Agreement, dated as of October 25, 2017, among Santander Drive Auto Receivables LLC, Santander Consumer USA Inc., Drive Auto Receivables Trust 2017-3 and Wilmington Trust, National Association (the “Agreement”) during the period that is the subject of the Report has been made under my supervision.
2. To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Agreement in all material respects throughout the period that is the subject of the Report.

 

  SANTANDER CONSUMER USA INC.
     
  By: /s/ Sandra M. Broderick
  Name: Sandra M. Broderick
  Title: EVP Head of Operations
  Date: March 30, 2020
     
  By: /s/Andrew Kang
  Name: Andrew Kang
  Title: Treasurer
  Date: March 30, 2020

 

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