Exhibit 10.10



 





Exhibit 10.10




EXECUTION VERSION




SWAP TRANSACTION CONFIRMATION




      




	 	 	 
	Date:
	 	October 18, 2007
	 
	 	 
	To:
	 	Santander Drive Auto Receivables Trust 2007-3 (the “Trust”)

	 
	 	c/o U.S. Bank Trust National Association

	 
	 	300 Delaware Avenue, 9th Floor

	 
	 	Wilmington, Delaware 19801
	 
	 	 
	From:
	 	Banco Santander S.A. (the “Bank”)
	 
	 	 
	Ref. No.
	 	621,453.21






Dear Sir or Madam:



The purpose of this letter (this “Confirmation”) is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the “Transaction”). This
Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified
below.



1. The definitions and provisions contained in (i) the 2000 ISDA Definitions (the “ISDA
Definitions”), as published by the International Swaps and Derivatives Association, Inc., and (ii)
the Sale and Servicing Agreement dated as of October 18, 2007 (the “Sale and Servicing Agreement”),
by and among the Trust, as Issuer, Wells Fargo Bank, National Association, as Indenture Trustee,
and certain affiliates of the Trust named therein, are incorporated into this Confirmation. In the
event of any inconsistency between the definitions in the ISDA Definitions and this Confirmation,
this Confirmation will govern. In the event of any inconsistency between the definitions in the
ISDA Definitions and the Sale and Servicing Agreement, the Sale and Servicing Agreement will
govern. References herein to a “Transaction” shall be deemed to be references to a “Swap
Transaction” for purposes of the ISDA Definitions. Capitalized terms used but not defined herein
have the meanings ascribed to them in the Sale and Servicing Agreement unless otherwise stated
herein.



This Confirmation supplements, forms a part of, and is subject to, the 1992 ISDA Master Agreement
dated as of October 18, 2007 (including the Schedule and credit support annex thereto), as amended
and supplemented from time to time (the “Agreement”) between you and us. All provisions contained
in the Agreement govern this Confirmation except as expressly modified herein.



2. The terms of the particular Transaction to which the Confirmation relates are as follows:




	 	 	 
	Transaction Type:
	 	Interest Rate Swap
	 
	 	 
	Currency for Payments:
	 	U.S. Dollars
	 
	 	 
	Notional Amount:
	 	For the purpose of the Initial
Calculation Period, the Notional Amount will be equal to the
outstanding principal balance of the Class A-4-B Notes of the Trust
as of the Closing Date.  The Notional Amount shall reset on each
Payment Date and will at all times be equal to the outstanding principal balance of the Class A-4-B Notes of the Trust.







 









 






	 	 	 
	Term:
	 	 
	 
	 	 
	Trade Date:
	 	October 11, 2007
	 
	 	 
	Effective Date:
	 	October 18, 2007
	 
	 	 
	Termination Date:
	 	The earlier of (i) October 15,
2014, and (ii) the date on which the Note Balance of the Class A-4-B Notes is reduced to zero.

	 
	 	 
	Fixed Amounts:
	 	 
	 
	 	 
	Fixed Rate Payer:
	 	The Trust
	 
	 	 
	Period End Dates:
	 	Monthly on the
15th of
each month, commencing on November 15, 2007, through and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.

	 
	 	 
	Payment Dates:
	 	Monthly on the
15th of
each month, commencing on November 15, 2007, through and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.

	 
	 	 
	Business Day Convention:
	 	Following
	 
	 	 
	Business Day:
	 	New York and London
	 
	 	 
	Fixed Rate:
	 	4.827%
	 
	 	 
	Fixed Rate Day Count
Fraction:
	 	Actual/360
	 
	 	 
	Floating Amounts:
	 	 
	 
	 	 
	Floating Rate Payer:
	 	The Bank
	 
	 	 
	Period End Dates:
	 	Monthly on the
15th of
each month, commencing on November 15, 2007, through and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.

	 
	 	 
	Payment Dates:
	 	Monthly on the
15th of
each month, commencing on November 15, 2007, through and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.







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	Business Day Convention:
	 	Following
	 
	 	 
	Business Day:
	 	New York and London
	 
	 	 
	Floating Rate Option:
	 	USD-LIBOR-BBA
	 
	 	 
	Floating Rate Option
for the initial Calculation
Period:
	 	Linear Interpolation between 2 weeks and 1 month.
	 
	 	 
	Designated Maturity:
	 	1 Month,
except with respect to the initial Calculation Period, in which case the Designated Maturity shall be 28 days.

	 
	 	 
	Spread:
	 	Zero basis points (0.00%)
	 
	 	 
	Floating Rate Day Count
Fraction:
	 	Actual/360
	 
	 	 
	Reset Dates:
	 	The first day of each Calculation Period
	 
	 	 
	Compounding:
	 	Inapplicable





3. The additional provisions of this Confirmation are as follows:




	 	 	 
	Calculation Agent:
	 	The Bank






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          Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of
this Confirmation and returning it to us.




	 	 	 	 	 
	 	Yours sincerely,



BANCO SANTANDER S.A.

 	 
	 	By:  	Miguel Angel Martinez Villegas
 	 
	 	 	Name:  	Miguel Angel Martinez Villegas 	 
	 	 	Title:  	Authorized Signature 	 
	 



Confirmed on the date

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:  	           Annette Morgan
 	 
	 	Name:  	Annette Morgan 	 
	 	Title:  	Trust Officer 	 



[Signature page to the Confirmation relating to the Class A-4-B Notes]





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