EX-10.5



 Exhibit 10.5 

EXECUTION VERSION 
 FIRST
AMENDMENT TO 
 SALE AND SERVICING AGREEMENT 

This Amendment to Sale and Servicing Agreement, dated as of December 9, 2016 (this “Amendment”), is by and among
Santander Drive Auto Receivables LLC, as seller (the “Seller”), and Santander Consumer USA Inc. (“SC”), as servicer (in such capacity, the “Servicer”). 

WHEREAS, Santander Drive Auto Receivables Trust 2014-5, as issuer (the “Issuer”), the
Seller, the Servicer, and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”) are parties to that certain Sale and Servicing Agreement, dated as of November 25, 2014 (the “Sale and
Servicing Agreement”); 
 WHEREAS, pursuant to Section 9.1(a) of the Sale and Servicing Agreement, the Seller and the
Servicer may amend the Sale and Servicing Agreement without the consent of the Indenture Trustee, any Noteholder, the Issuer, the Owner Trustee or any other Person if specified conditions are met; 

WHEREAS, the Seller and the Servicer hereto desire to amend the Sale and Servicing Agreement in certain respects as set forth herein; 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows: 
 SECTION 1. Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings
assigned thereto in the Sale and Servicing Agreement, as amended hereby. 
 SECTION 2. Amendments. The Sale and Servicing Agreement
is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, hereby amended as follows: 

(a) The definition of “Non-Investment Grade Notes” in Appendix A of the Sale and Servicing
Agreement is hereby amended and restated in full to read as follows: 

“‘Non-Investment Grade Notes’ means the Class E Notes;
provided, however, that Class E Notes shall be deemed to not be “Non-Investment Grade Notes” as of any date of determination for purposes of Sections 2.16(c) of the Indenture,
clauses (x), (xi), (xii), (xiii) and (xiv) of Section 2.16(d) of the Indenture (and the introductory language of such provision as the context may require) and Section 2.16(h) of the Indenture so long as such Class E Notes are not
Restricted Notes on such date.” 
 (b) The definition of “Restricted Notes” in Appendix A of the Sale and Servicing Agreement
is hereby amended and restated in full to read as follows: 

  
 First
Amendment to 
 Sale and Servicing Agreement 








 “‘Restricted Notes’ means any Notes (i) that were
beneficially owned by the Issuer or the single beneficial owner of the Issuer for United States federal income tax purposes as of the Closing Date and (ii) for which no
Debt-For-Tax Opinion has been rendered with respect to such Notes at any time after the Closing Date.” 

SECTION 3. Conditions to Effectiveness. This Amendment shall become effective on the date hereof, subject to the satisfaction of the
following conditions precedent: 
 (a) Each of the Seller and the Servicer shall have received a copy of this Amendment, duly executed by
each of the parties hereto; 
 (b) The Seller or the Servicer shall have delivered to the Indenture Trustee an Opinion of Counsel of the
Seller or Servicer, respectively, to the effect that this Amendment will not materially and adversely affect the interests of the Noteholders; and 

(c) The Seller or the Servicer shall have delivered to the Indenture Trustee and the Owner Trustee an Opinion of Counsel of the Seller or
Servicer, respectively, to the effect that execution of this Amendment is authorized or permitted by the Sale and Servicing Agreement and that all conditions precedent to the delivery and execution have been satisfied. 

SECTION 4. Miscellaneous. The Sale and Servicing Agreement, as amended hereby, remains in full force and effect. Any reference to the
Sale and Servicing Agreement from and after the date hereof shall be deemed to refer to the Sale and Servicing Agreement as amended hereby, unless otherwise expressly stated. This Amendment may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Executed counterparts of this Amendment may be
delivered by facsimile, which shall be effective as delivery of a manually executed signature page. This Amendment shall be governed by and construed in accordance with the internal, substantive laws of the State of New York without reference to
the rules thereof relating to conflicts of law, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, and the obligations, rights and remedies
of the parties hereunder shall be determined in accordance with such laws. 
 [Signatures follow] 

  

			
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

			
	SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller
		
	By:	 	 /s/ Corey Henry

	Name:	 	Corey Henry
	Title:	 	Vice President
	
	SANTANDER CONSUMER USA INC., as Servicer
		
	By:	 	 /s/ Mark McCastlain

	Name:	 	Mark McCastlain
	Title:	 	Vice President



  

			
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 Wells Fargo Bank, National Association, a national banking association, not in its individual
capacity but solely as Indenture Trustee, hereby consents to this Amendment in accordance with Section 9.1(d) of the Sale and Servicing Agreement. 
  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee
		
	By:	 	 /s/ Jeanine C. Casey

	Name:	 	Jeanine C. Casey
	Title:	 	Vice President



  

			
	S-2	  	 First Amendment to

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