Exhibit 10.3



 





Exhibit 10.3




EXECUTION VERSION






 

 






ADMINISTRATION AGREEMENT




between




SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-3,

as Issuer,




SANTANDER CONSUMER USA INC.,

as Administrator




U.S. BANK TRUST NATIONAL ASSOCIATION,

as Owner Trustee




and




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Indenture Trustee




Dated as of October 18, 2007




 

 











 









 






TABLE OF CONTENTS



	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	1.
	 	Duties of the Administrator	 	 	1	 
	2.
	 	Records	 	 	3	 
	3.
	 	Compensation; Payment of Fees and Expenses	 	 	3	 
	4.
	 	Independence of the Administrator	 	 	3	 
	5.
	 	No Joint Venture	 	 	3	 
	6.
	 	Other Activities of the Administrator	 	 	4	 
	7.
	 	Representations and Warranties of the Administrator	 	 	4	 
	8.
	 	Administrator Termination Events; Termination of the Administrator	 	 	5	 
	9.
	 	Action upon Termination or Removal	 	 	6	 
	10.
	 	Liens	 	 	6	 
	11.
	 	Notices	 	 	6	 
	12.
	 	Amendments	 	 	8	 
	13.
	 	Governing Law; Submission to Jurisdiction	 	 	9	 
	14.
	 	Headings	 	 	10	 
	15.
	 	Counterparts	 	 	10	 
	16.
	 	Severability of Provisions	 	 	10	 
	17.
	 	Not Applicable to Santander Consumer in Other Capacities	 	 	10	 
	18.
	 	Benefits of the Administration Agreement	 	 	10	 
	19.
	 	Assignment	 	 	10	 
	20.
	 	Nonpetition Covenant	 	 	11	 
	21.
	 	Limitation of Liability	 	 	11	 
	22.
	 	Limitation of Rights	 	 	11	 






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     THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of October 18, 2007, is
between SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-3, a Delaware statutory trust (the
“Issuer”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its
individual capacity, but solely as Owner Trustee of the Issuer (the “Owner Trustee”),
SANTANDER CONSUMER USA INC., an Illinois corporation, as administrator (“Santander
Consumer” or the “Administrator”), and Wells Fargo Bank, National Association, a
national banking association organized under the laws of the United States, as indenture trustee
(the “Indenture Trustee”). Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned such terms in Appendix A to the Sale and Servicing
Agreement dated as of the date hereof (the “Sale and Servicing Agreement”) by and between
Santander Drive Auto Receivables LLC, as seller, the Issuer, the Administrator, as servicer, and
the Indenture Trustee, as indenture trustee.



WITNESSETH:




     WHEREAS, the Issuer has issued the Notes pursuant to the Indenture and has entered into
certain agreements in connection therewith, including, (i) the Sale and Servicing Agreement, (ii)
the Indenture, (iii) the Note Depository Agreement, (iv) the Trust Agreement, (v) the Interest Rate
Swap Agreement, (vi) the Intercreditor Agreement, (vii) each reimbursement agreement relating to
each Reserve Account Letter of Credit, and (viii) the Insurance Agreement (each of the agreements
referred to in clauses (i) through (viii) are referred to herein collectively as the “Issuer
Documents”);



     WHEREAS, to secure payment of the Notes, the Issuer has pledged the Collateral to the
Indenture Trustee pursuant to the Indenture;



     WHEREAS, pursuant to the Issuer Documents, the Issuer and the Owner Trustee are required to
perform certain duties;



     WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator perform certain of
the duties of the Issuer and the Owner Trustee (in its capacity as Owner Trustee), and to provide
such additional services consistent with this Agreement and the Issuer Documents as the Issuer may
from time to time request;



     WHEREAS, the Administrator has the capacity to provide the services required hereby and is
willing to perform such services for the Issuer and the Owner Trustee on the terms set forth
herein;



     NOW, THEREFORE, in consideration of the mutual terms and covenants contained herein, and other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:



     1. Duties of the Administrator.




     (a) Duties with Respect to the Issuer Documents. The Administrator shall
perform all of its duties as Administrator under this Agreement, all duties expressly
assigned to it under the Issuer Documents and the duties and obligations of the Issuer and
the Owner Trustee (if any) under the Issuer Documents; provided, however, except as



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otherwise provided in the Issuer Documents, that the Administrator shall have no
obligation to make any payment required to be made by the Issuer under any Issuer Document.
In addition, the Administrator shall consult with the Issuer, the Indenture Trustee, the
Insurer and the Owner Trustee regarding its duties and obligations under the Issuer
Documents. The Administrator shall monitor the performance of the Issuer and the Owner
Trustee and shall advise the Issuer, the Indenture Trustee, the Insurer and the Owner
Trustee when action is necessary to comply with the Issuer’s and the Owner Trustee’s duties
and obligations under the Issuer Documents. The Administrator shall perform such
calculations, shall execute and deliver all Issuer Orders and Officer’s Certificates
required of the Issuer under the Issuer Documents and shall prepare for execution by the
Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of
all such documents, reports, filings, instruments, certificates, opinions, financial
statements and accounting books and records as it shall be the duty of the Issuer or the
Owner Trustee (in its capacity as owner trustee) to prepare, file or deliver pursuant to the
Issuer Documents or under state and federal tax and securities laws. In furtherance of the
foregoing, the Administrator shall take all appropriate action that is the duty of the
Issuer and the Owner Trustee (in its capacity as owner trustee) to take pursuant to the
Issuer Documents, including, without limitation, pursuant to Section 5.4 (with
respect to the preparation and filing of tax returns) of the Trust Agreement, and shall
prepare and execute on behalf of the Issuer or obtain from the appropriate party all such
documents, reports, filings, instruments, notices, certificates and opinions as it shall be
the duty of the Issuer to prepare, file, obtain or deliver pursuant to the Issuer Documents
or otherwise by law. The Administrator, on behalf of the Issuer, shall monitor, apply for,
obtain and maintain all licenses, permits, registrations, foreign qualifications, regulatory
approvals and consents required in connection with the conduct of the Issuer’s business and
activities. Upon written request, the Owner Trustee shall execute and deliver to Santander
Consumer a limited power of attorney appointing Santander Consumer as the Issuer’s agent and
attorney-in-fact to prepare, or cause to be prepared, executed and delivered all such
documents, reports, filings, instruments, certificates and opinions.




     (b) Notwithstanding anything to the contrary in this Agreement, the Administrator shall
not be obligated to, and shall not, take any action that the Issuer directs the
Administrator not to take nor which would result in a violation or breach of the Issuer’s
covenants, agreements or obligations under any of the Issuer Documents.




     (c) Non-Ministerial Matters; Exceptions to Administrator Duties.




     (i) Notwithstanding anything to the contrary in this Agreement, with respect to
matters that in the reasonable judgment of the Administrator are non-ministerial,
the Administrator shall not take any action unless, within a reasonable time before
the taking of such action, the Administrator shall have notified the Issuer of the
proposed action and the Issuer shall not have withheld consent or provided an
alternative direction. For the purpose of the preceding sentence, “non-ministerial
matters” shall include, without limitation:



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     (A) the initiation of any claim or lawsuit by the Issuer and the compromise of
any action, claim or lawsuit brought by or against the Issuer;




     (B) the appointment of successor Note Registrars, successor Paying Agents,
successor Indenture Trustees, successor Administrators, successor Owner Trustees,
successor Swap Providers or successor Servicers, or the consent to the assignment by
the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the
Indenture; and




     (C) the removal of the Indenture Trustee.




     (ii) Notwithstanding anything to the contrary in this Agreement, the
Administrator shall not be obligated to, and shall not, (x) make any payments to the
Noteholders under the Transaction Documents, (y) except as provided in the
Transaction Documents, sell the Trust Estate or (z) take any other action that the
Issuer or the Issuer directs the Administrator not to take on its behalf.




     (d) In accordance with Section 6.7 of the Sale and Servicing Agreement, in the
event that (i) a Servicer Termination Event has occurred and is continuing or (ii) Banco
Santander, S.A. fails to maintain (a) a credit rating on its short-term unsecured debt of at
least “A-1+” by S&P and at least “Prime-1” by Moody’s and (b) a long-term rating of at least
“A-” by S&P and “A3” by Moody’s, and if the Controlling Party so directs the Issuer, the
Administrator shall appoint, or shall cause the Issuer to appoint, a backup servicer
reasonably acceptable to the Controlling Party.



     2. Records. The Administrator shall maintain appropriate books of account and records
relating to services performed hereunder, which books of account and records shall be accessible
for inspection by the Issuer, the Seller, the Insurer and the Indenture Trustee at any time during
normal business hours. The Administrator shall furnish to the Owner Trustee, the Indenture Trustee
and the Insurer from time to time such additional information regarding the Issuer or the Issuer
Documents as the Owner Trustee, the Indenture Trustee or the Insurer shall reasonably request.



     3. Compensation; Payment of Fees and Expenses. As compensation for the performance of
the Administrator’s obligations under this Agreement and as reimbursement for its expenses related
thereto, the Administrator shall be entitled to receive $2,500 annually which shall be solely an
obligation of the Servicer. The Administrator shall pay all expenses incurred by it in connection
with its activities hereunder.



     4. Independence of the Administrator. For all purposes of this Agreement, the
Administrator shall be an independent contractor and shall not be subject to the supervision of the
Issuer with respect to the manner in which it accomplishes the performance of its obligations
hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority to
act for or to represent the Issuer in any way (other than as permitted hereunder) and shall not
otherwise be deemed an agent of the Issuer.



     5. No Joint Venture. Nothing contained in this Agreement (i) shall constitute the
Administrator and the Issuer as members of any partnership, joint venture, association, syndicate,



3









 







unincorporated business or other separate entity, (ii) shall be construed to impose any
liability as such on any of them or (iii) shall be deemed to confer on any of them any express,
implied or apparent authority to incur any obligation or liability on behalf of the others.



     6. Other Activities of the Administrator. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from
acting in a similar capacity as an Administrator for any other Person even though such Person may
engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture
Trustee.



     7. Representations and Warranties of the Administrator. The Administrator represents
and warrants to the Issuer, the Owner Trustee, the Insurer and the Indenture Trustee as follows:




     (a) Existence and Power. The Administrator is a corporation validly existing
and in good standing under the laws of its state of organization and has, in all material
respects, full power and authority to own its assets and operate its business as presently
owned or operated, and to execute, deliver and perform its obligations under the Transaction
Documents to which it is a party or affect the enforceability or collectibility of the
Contracts or any other part of the Collateral. The Administrator has obtained all necessary
licenses and approvals in each jurisdiction where the failure to do so would materially and
adversely affect the ability of the Administrator to perform its obligations under the
Transaction Documents or affect the enforceability or collectibility of the Contracts or any
other part of the Collateral.




     (b) Authorization and No Contravention. The execution, delivery and
performance by the Administrator of the Transaction Documents to which it is a party have
been duly authorized by all necessary action on the part of the Administrator and do not
contravene or constitute a default under (i) any applicable law, rule or regulation, (ii)
its organizational documents or (iii) any material indenture or material agreement or
instrument to which the Administrator is a party by which its properties are bound (other
than violations of such laws, rules, regulations, indentures or agreements which do not
affect the legality, validity or enforceability of any of such agreements and which,
individually or in the aggregate, would not materially and adversely affect the transactions
contemplated by, or the Administrator’s ability to perform its obligations under, the
Transaction Documents).




     (c) No Consent Required. No approval or authorization by, or filing with, any
Governmental Authority is required in connection with the execution, delivery and
performance by the Administrator of any Transaction Document other than (i) UCC filings,
(ii) approvals and authorizations that have previously been obtained and filings that have
previously been made and (iii) approval, authorizations or filings which, if not obtained or
made, would not have a material adverse effect on the enforceability or collectibility of
the Contracts or any other part of the Collateral or would not materially and adversely
affect the ability of the Administrator to perform its obligations under the Transaction
Documents.



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     (d) Binding Effect. Each Transaction Document to which the Administrator is a
party constitutes the legal, valid and binding obligation of the Administrator enforceable
against the Administrator in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership,
conservatorship or other similar laws affecting the enforcement of creditors’ rights
generally or by general principles of equity.



     8. Administrator Termination Events; Termination of the Administrator.




     (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties
hereunder by providing the Issuer and the Insurer with at least sixty (60) days’ prior
written notice.




     (b) Subject to clauses (d) and (e) below, the Issuer may remove the Administrator
without cause by providing the Administrator and the Insurer with at least sixty (60) days’
prior written notice.




     (c) The occurrence of any one of the following events (each, an “Administrator
Termination Event”) shall also entitle the Issuer, subject to Section 19 hereof,
to terminate and replace the Administrator:




     (i) any failure by the Administrator to deliver or cause to be delivered any
required payment to the Indenture Trustee, the Insurer or the Swap Provider which
failure continues unremedied for one Business Day after discovery thereof by a
Responsible Officer of the Administrator or receipt by the Administrator of written
notice thereof from the Indenture Trustee, the Insurer or Noteholders evidencing at
least 25% of Outstanding Notes, voting together as a single class;




     (ii) any failure by the Administrator to duly observe or perform in any
material respect any other of its covenants or agreements in this Agreement, which
failure materially and adversely affects the rights of the Issuer, the Insurer or
the Noteholders, and which continues unremedied for 30 days after discovery thereof
by a Responsible Officer of the Administrator or receipt by the Administrator of
written notice thereof from the Indenture Trustee, the Insurer or Noteholders
evidencing at least 25% of Outstanding Notes, voting together as a single class;




     (iii) any representation or warranty of the Administrator made in any
Transaction Document to which the Administrator is a party or by which it is bound
or any certificate delivered pursuant to this Agreement proves to have been
incorrect in any material respect when made, which failure materially and adversely
affects the rights of the Issuer, the Insurer or the Noteholders, and which failure
continues unremedied for 30 days after discovery thereof by a Responsible Officer of
the Administrator or receipt by the Administrator of written notice thereof from the
Indenture Trustee, the Insurer or Noteholders evidencing at least 25% of Outstanding
Notes, voting together as a single class (it being understood that any repurchase of
a Receivable by Santander Consumer



5









 







pursuant to Section 3.3 of the Contribution Agreement, by the Seller
pursuant to Section 2.3 of the Sale and Servicing Agreement or by the
Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement shall
be deemed to remedy any incorrect representation or warranty with respect to such
Receivable); or




     (d) the Administrator suffers a Bankruptcy Event.




     (e) If an Administrator Termination Event shall have occurred, the Issuer may, subject
to Section 19 hereof, by notice given to the Administrator, the Insurer and the
Owner Trustee, terminate all or a portion of the rights and powers of the Administrator
under this Agreement, including the rights of the Administrator to receive the annual fee
for services hereunder for all periods following such termination; provided, however that
such termination shall not become effective until such time as the Issuer, subject to
Section 19 hereof, shall have appointed a successor Administrator acceptable to the
Insurer in the manner set forth below. Upon any such termination, all rights, powers,
duties and responsibilities of the Administrator under this Agreement shall vest in and be
assumed by any successor Administrator appointed by the Issuer, subject to Section
19 hereof, pursuant to an administration agreement between the Issuer and such successor
Administrator, containing substantially the same provisions as this Agreement (including
with respect to the compensation of such successor Administrator), and the successor
Administrator is hereby irrevocably authorized and empowered to execute and deliver, on
behalf of the Administrator, as attorney-in-fact or otherwise, all documents and other
instruments, and to do or accomplish all other acts or things necessary or appropriate to
effect such vesting and assumption. Further, in such event, the Administrator shall use its
commercially reasonable efforts to effect the orderly and efficient transfer of the
administration of the Issuer to the new Administrator.




     (f) The Issuer, subject to Section 19 hereof, may with the prior written
consent of the Insurer waive in writing any Administrator Termination Event by the
Administrator in the performance of its obligations hereunder and its consequences. Upon
any such waiver of a past Administrator Termination Event, such Administrator Termination
Event shall cease to exist, and any Administrator Termination Event arising therefrom shall
be deemed to have been remedied for every purpose of this Agreement. No such waiver shall
extend to any subsequent or other Administrator Termination Event or impair any right
consequent thereon.



     9. Action upon Termination or Removal. Promptly upon the effective date of
termination of this Agreement pursuant to Section 8, or the removal of the Administrator
pursuant to Section 8, the Administrator shall be entitled to be paid by the Servicer all
fees and reimbursable expenses accruing to it to the date of such termination or removal.



     10. Liens. The Administrator will not directly or indirectly create, allow or suffer
to exist any Lien on the Collateral other than Permitted Liens.



     11. Notices. Any notice, report or other communication given hereunder shall be in
writing and addressed as follows:



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	 	(a)	 	if to the Administrator, to:

	 
	 	 	 	Santander Consumer USA Inc.

8585 North Stemmons Freeway

Suite 1100-N

Dallas, Texas 75247

Attention: Jim W. Moore

Telephone: (214) 634-1110

Facsimile: (214) 237-3570

	 
	 	(b)	 	if to the Issuer, to:

	 
	 	 	 	Santander Drive Auto Receivables Trust 2007-3

U.S. Bank Trust National Association

300 Delaware Avenue, 9th Floor

Wilmington, DE 19801

Attention: Mildred F. Smith

Telephone: (302) 576-3703

Facsimile: (302) 576-3717

	 
	 	(c)	 	if to the Owner Trustee, to:

	 
	 	 	 	U.S. Bank Trust National Association

300 Delaware Avenue, 9th Floor

Wilmington, DE 19801

Attention: Mildred F. Smith

Telephone: (302) 576-3703

Facsimile: (302) 576-3717

	 
	 	(d)	 	if to the Indenture Trustee, to:

	 
	 	 	 	Wells Fargo Bank, National Association

MAC N9311-161

Sixth Street and Marquette Avenue

Minneapolis, MN 55479

Attention: Corporate Trust Services — Asset-Backed

Administration/Santander Drive Auto 2007-3

Telephone: (612) 667-8058

Facsimile: (612) 667-3464

	 
	 	(e)	 	if to the Insurer, to:

	 
	 	 	 	Financial Guaranty Insurance Company

125 Park Avenue

New York, NY 10017





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	 	 	 	Attention: Structured Finance Surveillance

Santander Drive Auto Receivables Trust 2007-3

Telephone: (800) 352-0001

Facsimile: (212) 312-3220

Confirmation: (800) 352-0001

Email: SFsurveillance@fgic.com





or to such other address as any party shall have provided to the other parties in writing. Any
notice required to be in writing hereunder shall be deemed given if such notice is mailed by
certified mail, postage prepaid or hand-delivered to the address of such party as provided above.




     12. Amendments.




     (a) Any term or provision of this Agreement may be amended by the Administrator, with
the prior written consent of the Insurer, without the consent of the Indenture Trustee, any
Noteholder, the Issuer or the Owner Trustee (subject to Section 12(e) below);
provided that such amendment shall not, as evidenced by an Opinion of Counsel delivered to
the Indenture Trustee and the Insurer materially and adversely affect the interests of the
Noteholders; provided, further, that such amendment shall be deemed not to materially and
adversely affect the interests of any Noteholder, and no Opinion of Counsel shall be
required, if the Rating Agency Condition is satisfied with respect to such amendment.




     (b) Any term or provision of this Agreement may be amended by the Administrator, with
the prior written consent of the Insurer, but without the consent of the Indenture Trustee,
any Noteholder, the Issuer, the Owner Trustee (subject to Section 12(e) below) or
any other Person to add, modify or eliminate any provisions as may be necessary or advisable
in order to enable the Seller, the Servicer or any of their Affiliates to comply with or
obtain more favorable treatment under any law or regulation or any accounting rule or
principle, it being a condition to any such amendment that the Rating Agency Condition shall
have been satisfied.




     (c) This Agreement may also be amended from time to time by the Issuer, the
Administrator and the Indenture Trustee, with the consent of the Insurer and the Holders of
Notes evidencing not less than a majority of the aggregate principal amount of the
Outstanding Notes, voting as a single class, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Noteholders. It will not be necessary for the
consent of Noteholders to approve the particular form of any proposed amendment or consent,
but it will be sufficient if such consent approves the substance thereof. The manner of
obtaining such consents (and any other consents of Noteholders provided for in this
Agreement) and of evidencing the authorization of the execution thereof by Noteholders will
be subject to such reasonable requirements as the Indenture Trustee may prescribe, including
the establishment of record dates pursuant to the Note Depository Agreement.



8









 






     (d) Prior to the execution of any such amendment, the Administrator shall provide
written notification of the substance of such amendment to each Rating Agency, the Insurer
and the Owner Trustee; and promptly after the execution of any such amendment or consent,
the Administrator shall furnish a copy of such amendment or consent to each Rating Agency,
the Owner Trustee, the Insurer and the Indenture Trustee.




     (e) Prior to the execution of any amendment to this Agreement, the Issuer, the Owner
Trustee, the Insurer and the Indenture Trustee shall be entitled to receive and conclusively
rely upon an Opinion of Counsel stating that the execution of such amendment is authorized
or permitted by this Agreement and that all conditions precedent to the execution and
delivery of such amendment have been satisfied. The Owner Trustee and the Indenture Trustee
may, but shall not be obligated to, enter into any such amendment which adversely affects
the Owner Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or
immunities under this Agreement. Furthermore, notwithstanding anything to the contrary
herein, this Agreement may not be amended in any way that would expand the Owner Trustee’s
duties or adversely affect the Owner Trustee’s rights, duties or obligations under this
Agreement, the Transaction Documents or otherwise or the Administrator’s duties and
obligations under Section 1 of this Agreement, without the prior written consent of
the Owner Trustee.



     13. Governing Law; Submission to Jurisdiction.




     (a) THIS AGREEMENT 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 AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.




     (b) Each of the parties hereto hereby irrevocably and unconditionally:




     (i) submits for itself and its property in any legal action or proceeding
relating to this Agreement or any documents executed and delivered in connection
herewith, or for recognition and enforcement of any judgment in respect thereof, to
the nonexclusive general jurisdiction of the courts of the State of New York, the
courts of the United States of America for the Southern District of New York and
appellate courts from any thereof;




     (ii) consents that any such action or proceeding may be brought in such courts
and waives any objection that it may now or hereafter have to the venue of such
action or proceeding in any such court or that such action or proceeding was brought
in an inconvenient court and agrees not to plead or claim the same;




     (iii) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any



9









 







substantially similar form of mail), postage prepaid, to such Person at its
address determined in accordance with Section 11 of this Agreement; and




     (iv) agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to sue in any
other jurisdiction.



     14. Headings. The section headings hereof have been inserted for convenience of
reference only and shall not be construed to affect the meaning, construction or effect of this
Agreement.



     15. Counterparts. This Agreement may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.



     16. Severability of Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.



     17. Not Applicable to Santander Consumer in Other Capacities. Nothing in this
Agreement shall affect any obligation Santander Consumer may have in any other capacity.
Notwithstanding anything in the Issuer Documents to the contrary, if Santander Consumer is removed
as Servicer pursuant to Section 7.1 of the Sale and Servicing Agreement, Santander Consumer
shall remain obligated to perform the administrative duties of the Owner Trustee under the Issuer
Documents in accordance with Section 1(a) hereof, unless the Owner Trustee has contracted
with a third party acceptable to the Controlling Party to discharge such duties, in accordance with
Section 6.2 of the Trust Agreement. Santander Consumer agrees to provide the
indemnification of the Owner Trustee pursuant to Section 6.2 of the Sale and Servicing
Agreement and agrees that this indemnity will survive the termination of Santander Consumer as
Servicer under the Sale and Servicing Agreement.



     18. Benefits of the Administration Agreement. Nothing in this Agreement, expressed or
implied, shall give to any Person other than the parties hereto and their successors hereunder, the
Owner Trustee, any separate trustee or co-trustee appointed under Section 6.10 of the
Indenture, the Insurer and the Noteholders, any benefit or any legal or equitable right, remedy or
claim under this Agreement. For the avoidance of doubt, the Owner Trustee and the Insurer are
third party beneficiaries of this Agreement and are entitled to the rights and benefits hereunder
and may enforce the provisions hereof as if they were a party hereto.



     19. Assignment. Each party hereto hereby acknowledges and consents to the mortgage,
pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant
to the Indenture for the benefit of the Noteholders and the Insurer of all of the Issuer’s rights
under this Agreement. In addition, the Administrator hereby acknowledges and agrees that for so
long as any Notes are outstanding, the Indenture Trustee will have the right to



10









 







exercise all waivers and consents, rights, remedies, powers, privileges and claims of the
Issuer under this Agreement.



     20. Nonpetition Covenant. Each party hereto agrees that, prior to the date which is
one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in
respect of all securities issued by any Bankruptcy Remote Party (i) such party shall not authorize
any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other
proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy
Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in
effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver,
liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any
substantial part of its property or to consent to any such relief or to the appointment of or
taking possession by any such official in an involuntary case or other proceeding commenced against
such Bankruptcy Remote Party, or to make a general assignment for the benefit of, its creditors
generally, any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) none of
the parties hereto shall commence or join with any other Person in commencing any proceeding
against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or
insolvency law or statute now or hereafter in effect in any jurisdiction.



     21. Limitation of Liability. Notwithstanding anything contained herein to the
contrary, this Agreement has been executed and delivered by U.S. Bank Trust National Association,
not in its individual capacity but solely as Owner Trustee, and in no event shall it have any
liability for the representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder or under the Notes or any of the other Transaction Documents or in any of the
certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall
be had solely to the assets of the Issuer. Under no circumstances shall the Owner Trustee be
personally liable for the payment of any indebtedness or expense of the Issuer or be liable for the
breach or failure of any obligations, representation, warranty or covenant made or undertaken by
the Issuer under the Transaction Documents. For the purposes of this Agreement, in the performance
of its duties or obligations hereunder, the Owner Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.



     22. Limitation of Rights. (a) All of the rights of the Insurer in, to and under this
Agreement (including, but not limited to, all of the Insurer’s rights as a third party beneficiary
of this Agreement and all of the Insurer’s rights to receive notice of any action hereunder and to
give or withhold consent to any action hereunder) shall terminate upon the termination of the
Insurance Agreement in accordance with the terms thereof and the payment in full of all amounts
owing to the Insurer.



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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered
as of the day and year first above written.



	 	 	 	 	 
	 	SANTANDER DRIVE AUTO RECEIVABLES TRUST 
2007-3



By: U.S. BANK TRUST NATIONAL ASSOCIATION, 
       not in its
individual capacity but solely as Owner Trustee

 	 
	 	By:  	
/s/ Annette Morgan 	 
	 	 	Name: Annette E. Morgan	 
	 	 	Title:   Trust Officer	 
	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its
individual capacity, but solely as Owner Trustee

 	 
	 	By:  	
/s/ Annette Morgan 	 
	 	 	Name: Annette E. Morgan	 
	 	 	Title:   Trust Officer	 
	 




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	 	SANTANDER CONSUMER USA INC., as Administrator

 	 
	 	By:  	
/s/ Jim W. Moore 	 
	 	 	Name: Jim W. Moore	 
	 	 	Title:   Vice President	 

	 




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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture
Trustee


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




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Joinder of Servicer:


SANTANDER CONSUMER USA INC., as Servicer, joins in this Agreement solely for purposes of
Section 3.




	 	 	 	 	 
	 	SANTANDER CONSUMER USA INC., as Servicer

 	 
	 	By:  	
/s/ Jim W. Moore 	 
	 	 	Name: Jim W. Moore	 
	 	 	Title:   Vice President	 

	 




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