Exhibit 10.12



 





Exhibit 10.12




ACCESSION AGREEMENT




Dated as of October 18, 2007




     Reference is hereby made to the INTERCREDITOR AND MASTER COLLECTION ACCOUNT AGREEMENT, dated
as of December 7, 2006 (the “Agreement”) among,




WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as the Collateral Custodian
under the Wachovia Warehouse Agreement, the Trust Collateral Agent under the
Existing Securitizations, the Indenture Trustee under the Existing Indentures and
the Master Collection Account Agent under this Agreement (“Wells Fargo”),




WACHOVIA CAPITAL MARKETS, LLC, in its capacity as the Administrative Agent under the
Wachovia Warehouse Agreement (“Wachovia Warehouse Collateral Agent”),




DRIVE CONSUMER USA INC. (“Drive”),




DRIVE WAREHOUSE LP (“Drive Warehouse”),




DRIVE RECEIVABLES CORP. 6, DRIVE RECEIVABLES CORP. 7, DRIVE RECEIVABLES CORP. 8,
DRIVE RECEIVABLES CORP. 9, DRIVE RECEIVABLES CORP. 10, DRIVE RECEIVABLES CORP. 11
and DRIVE RECEIVABLES CORP. 12 (each a “Seller” and collectively the
“Existing Sellers”),




DRIVE AUTO RECEIVABLES TRUST 2003-2, DRIVE AUTO RECEIVABLES TRUST 2004-1, DRIVE AUTO
RECEIVABLES TRUST 2005-1, DRIVE AUTO RECEIVABLES TRUST 2005-2, DRIVE AUTO
RECEIVABLES TRUST 2005-3, DRIVE AUTO RECEIVABLES TRUST 2006-1 AND DRIVE AUTO
RECEIVABLES TRUST 2006-2, (each a “Trust” or an “Issuer” and
collectively the “Existing Trusts” or the “Existing Issuers”),




MBIA INSURANCE CORPORATION, in its capacity as the Class A Insurer under the MBIA
Securitizations (“MBIA”), and




FINANCIAL SECURITY ASSURANCE INC., in its capacity the Class A Insurer under the FSA
Securitizations (“FSA”).



     Unless otherwise defined herein, or the context otherwise requires, capitalized terms used in
this Accession Agreement have the meanings ascribed thereto in the Agreement. This is an Accession
Agreement and is being entered into pursuant to the Agreement.




	 	1.	 	Each of the undersigned Other Parties hereby:





 









 











     (a) acknowledges and confirms that it has received a copy of the Agreement and the
exhibits thereto;



     (b) agrees to be bound by the terms and conditions set forth in the Agreement as if it
were an original signatory thereto; and



     (c) advises each of the parties to the Agreement of the following with respect to the
Other Party for purposes of the Agreement:




	 	2.	 	Names and Addresses of Other Parties:

	 
	 	 	 	Santander Drive Auto Receivables Trust 2007-3

c/o U.S. Bank Trust National Association

300 Delaware Avenue, 9th Floor

Wilmington, Delaware 19801

Telephone No.: (302) 552-3104

Facsimile: (302) 552-3129

	 
	 	 	 	Santander Drive Auto Receivables LLC

8585 North Stemmons Freeway, Suite 1100-N

Dallas, TX 75247

Attention: Jim Moore

Telephone No.: (214) 237-3530

Facsimile: (214) 237-3570

	 
	 	 	 	Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

Attention: Structure Finance Surveillance — Santander Drive 2007-3

Facsimile: (212) 312-3220

Confirmation: (800) 352-0001

E-mail: SFsurveillance@fgic.com







	 	3.	 	Description of Securitization or other Transaction:

	 
	 	 	 	The securitization transaction described in the Sale and Servicing
Agreement, dated as of October 18, 2007, among Santander Drive Auto
Receivables Trust 2007-3, as Issuer, Santander Drive Auto Receivables LLC,
as Seller, Santander Consumer USA Inc., as Servicer, and Wells Fargo Bank,
National Association, as Indenture Trustee, as it may from time to time be
amended, supplemented or otherwise modified in accordance with the terms
thereof and the other transaction documents related thereto (the
“Santander Drive 2007-3 Securitization”).

	 
	 	 	 	The Indenture dated as of October 18, 2007 between Santander Drive Auto
Receivables Trust 2007-3, as Issuer, and Wells Fargo Bank, National





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	 	 	 	Association, as Indenture Trustee (the “Santander Drive 2007-3
Indenture”).







	 	4.	 	Designations under the Agreement:







	 	(a)	 	The Santander Drive 2007-3 Securitization is a
Securitization.

	 
	 	(b)	 	The Santander Drive 2007-3 Indenture is an
Indenture.

	 
	 	(c)	 	Santander Drive Auto Receivables LLC is a
Seller.

	 
	 	(d)	 	Santander Drive Auto Receivables Trust 2007-3
is a Trust.

	 
	 	(e)	 	Financial Guaranty Insurance Company is a Class
A Insurer.






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     IN WITNESS WHEREOF, the Other Parties have executed this Accession Agreement as of the date
first written above.



	 	 	 	 	 
	 	SANTANDER DRIVE AUTO 

RECEIVABLES LLC

 	 
	 	By:  	/s/ Jason Kulas
 	 
	 	 	Name:  	Jason Kulas 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	 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 Morgan 	 
	 	 	Title:  	Trust Officer 	 
	 



	 	 	 	 	 
	 	FINANCIAL GUARANTY INSURANCE COMPANY

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



Signature Page

Accession Agreement to Intercreditor Agreement