Exhibit 10.6



 





Exhibit 10.6




PREMIUM LETTER




October 18, 2007




Santander Consumer USA Inc.

8585 North Stemmons Freeway, Suite 1100-N

Dallas, TX 75247




Santander Drive Auto Receivables Trust 2007-3

c/o U.S. Bank Trust National Association, as Owner Trustee

300 Delaware Avenue, 9th Floor

Wilmington, DE 19801




Wells Fargo Bank, National Association

as Indenture Trustee

Sixth Street and Marquette Avenue

MAC N9311-161

Minneapolis, MN 55479




$500,000,000

Santander Drive Auto Receivables Trust 2007-3

Asset Backed Notes

Class A-1 Notes, Class A-2-A Notes, Class A-2-B Notes, Class A-3 Notes, Class A-4-A Notes and Class

A-4-B Notes




Ladies and Gentlemen:




     This letter (this “Premium Letter”) will confirm the agreement of Santander Consumer USA Inc.
(the “Originator”), Santander Drive Auto Receivables Trust 2007-3 (the “Issuer”), Wells Fargo Bank,
National Association (the “Indenture Trustee”) and Financial Guaranty Insurance Company (“FGIC”)
that the following nonrefundable payments and other obligations are to be made and undertaken in
connection with, and subject to, the closing of the above-described transaction and in
consideration of the issuance by FGIC of its Financial Guaranty Insurance Policy (the “Note
Policy”) and its Financial Guaranty Insurance Policy for Swap Agreement (together, with the Note
Policy, the “Policies”) in respect thereof. The Premium paid to FGIC shall be nonrefundable for
any reason whatsoever, including the lack of any payment under the Policies or any other
circumstances relating to the Notes or provision being made for payments of the Notes prior to
maturity.



     This Premium Letter is the Premium Letter referred to in the Insurance Agreement dated as of
October 18, 2007 (the “Insurance Agreement”) by and among FGIC, as Insurer, the Originator,
Santander Drive Auto Receivables LLC, as Seller, the Issuer, U.S. Bank Trust



 









 







National Association, as Owner Trustee, Drive Warehouse LP, as Transferor, and the Indenture
Trustee. The obligations of the Issuer hereunder constitute an obligation of the Issuer under the
Insurance Agreement. Capitalized terms used but not otherwise defined herein shall have the
meanings set forth in the Insurance Agreement or the Sale and Servicing Agreement dated as of
October 18, 2007 (the “Sale and Servicing Agreement”) by and among the Issuer, the Seller, the
Servicer and the Indenture Trustee, as Backup Servicer and Indenture Trustee, as the same may be
amended and supplemented from time to time in accordance with the terms thereof.



     1. Fees. On the Closing Date, the Originator or the Issuer shall pay (a) the legal fees and
expenses of Kutak Rock LLP for this transaction in the amount billed by Kutak Rock LLP, (b) the
fees and expenses of The Acuiti Group for this transaction in an amount equal to $17,286.12 and (c)
the fees and expenses of FGIC’s accountants for this transaction in an amount equal to $5,700. The
amount set forth in clause (c) above shall be wired to FGIC’s account set forth in Section 3 below.
The amount set forth in clause (a) above shall be wired to the account designated in writing by
Kutak Rock LLP. The amount set forth in clause (b) above shall be wired to the account designated
in writing by The Acuiti Group.



     2. Premium. The Issuer shall pay to FGIC on each Payment Date, pursuant to Section 4.4 of the
Sale and Servicing Agreement or Section 5.4 of the Indenture, as applicable,




     (a) on the Payment Date in November 2007, the product of (x) the Premium Rate times (y)
the number of days from and including the Closing Date to but excluding the initial Payment
Date (calculated on the basis of a 360-day year consisting of twelve 30-day months) times
(z) the outstanding principal balance of the Notes as of the Closing Date, which equals
$86,250.




     (b) commencing on the Payment Date in December 2007 and on each Payment Date
thereafter, an amount equal to the product of (x) one-twelfth of the Premium Rate and (y)
the outstanding principal balance of the Notes with respect to such date (prior to giving
effect to any distributions on such date), which amounts shall constitute the “Premium”
referred to in Section 3.02 of the Insurance Agreement.


The “Premium Rate” is 23 basis points per annum. The amount of Premium due on each Payment Date
shall be rounded to the nearest dollar and wired to the FGIC account set forth below.




     3. Unless another account is designated to you in writing by FGIC, federal funds wire
transfers to FGIC should be made with the following details specifically stated on the wire
instructions:


FGIC wiring instructions:

Account Name: Financial Guaranty Insurance Company

JPMorgan Chase Bank, N.A.

Routing/Transit No. 021000021

For Credit to Financial Guaranty Insurance Company

Branch and Account No. 904951812

REF: Santander Drive 2007-3




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FGIC Policy Number: 07030061




     4. The Indenture Trustee hereby acknowledges its obligation to pay the amounts set forth above
from moneys of the Issuer pursuant to the terms of the Sale and Servicing Agreement and the
Indenture to the extent the Issuer has such funds available for this purpose as set forth in the
Sale and Servicing Agreement and the Indenture.



     5. It is expressly understood and agreed by and among the parties hereto (i) that this Premium
Letter is executed and delivered by U.S. Bank Trust National Association, not in its individual
capacity but solely as Owner Trustee under the Amended and Restated Trust Agreement dated as of
October 18, 2007 (the “Trust Agreement”) between U.S. Bank Trust National Association, as Owner
Trustee, and Santander Drive Auto Receivables LLC, as Depositor, in the exercise of the power and
authority conferred and vested in it as such Owner Trustee, (ii) each of the representations,
undertakings and agreements made herein by the Issuer or the Owner Trustee are not personal
representations, undertakings and agreements of U.S. Bank Trust National Association, but are
binding only on the Issuer, (iii) nothing contained herein shall be construed as creating any
liability on U.S. Bank Trust National Association, individual or personally, to perform any
covenant of the Owner Trustee or the Issuer either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties hereto and by any person claiming by,
through or under any such party, and (iv) under no circumstances shall U.S. Bank Trust National
Association be personally liable for the payment of any indebtedness or expense of the Owner
Trustee or the Issuer or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Owner Trustee or the Issuer under this Premium
Letter.



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SIGNATURE PAGE FOLLOWS]




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	 	Sincerely,



FINANCIAL GUARANTY INSURANCE COMPANY

 	 
	 	By  	/s/ Matthew Fanelli
 	 
	 	 	Name:  	Matthew Fanelli 	 
	 	 	Title:  	Director 	 
	 



ACKNOWLEDGED AND AGREED




	 	 	 	 	 
	SANTANDER CONSUMER USA INC.

 	 	 
	By:  	/s/ Jim Moore
 	 	 
	 	Name:  	Jim  Moore 	 	 
	 	Title:  	Vice President 	 	 
	 
	SANTANDER DRIVE AUTO RECEIVABLS TRUST 2007-3



	 	 
	By  	U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity but solely

in its capacity as Owner Trustee

 	 	 
	By:  	/s/ Annette Morgan
 	 	 
	 	Name:  	Annette Morgan 	 	 
	 	Title:  	Trust Officer 	 	 
	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely in its capacity

as Indenture Trustee

 	 	 
	By:  	/s/ Marianna Stershic
 	 	 
	 	Name:  	Marianna Stershic 	 	 
	 	Title:  	Vice President