Exhibit 10.1



 





Exhibit 10.1




EXECUTION COPY




 





CONTRIBUTION AGREEMENT




dated as of April 4, 2007




Between




SANTANDER CONSUMER USA INC.




and




SANTANDER DRIVE AUTO RECEIVABLES LLC




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS AND USAGE
	 	 	1	 
	SECTION 1.1 Definitions
	 	 	1	 
	SECTION 1.2 Other Interpretive Provisions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II CONTRIBUTION
	 	 	2	 
	SECTION 2.1 Agreement to Contribute on the Closing Date
	 	 	2	 
	SECTION 2.2 Agreement to Contribute on the Funding Dates
	 	 	2	 
	SECTION 2.3 Consideration for the Initial Conveyed Assets
	 	 	2	 
	SECTION 2.4 Consideration and Payment for the Subsequent Conveyed Assets
	 	 	3	 
	SECTION 2.5 Conditions to Transfer of Subsequent Contracts
	 	 	3	 
	 
	 	 	 	 
	ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	4	 
	SECTION 3.1 Representations and Warranties of the Originator
	 	 	4	 
	SECTION 3.2 Representations and Warranties of the Originator as to each Contract
	 	 	6	 
	SECTION 3.3 Repurchase upon Breach
	 	 	6	 
	SECTION 3.4 Protection of Title
	 	 	6	 
	SECTION 3.5 Other Liens or Interests
	 	 	8	 
	SECTION 3.6 Representations and Warranties of the Depositor
	 	 	8	 
	SECTION 3.7 Costs and Expenses
	 	 	9	 
	SECTION 3.8 Indemnification
	 	 	9	 
	 
	 	 	 	 
	ARTICLE IV            MISCELLANEOUS
	 	 	10	 
	SECTION 4.1 Transfers Intended as Absolute Contribution; Security Interest
	 	 	10	 
	SECTION 4.2 Notices, Etc
	 	 	11	 
	SECTION 4.3 Choice of Law
	 	 	11	 
	SECTION 4.4 Headings
	 	 	11	 
	SECTION 4.5 Counterparts
	 	 	11	 
	SECTION 4.6 Amendment
	 	 	11	 
	SECTION 4.7 Waivers
	 	 	12	 
	SECTION 4.8 Entire Agreement
	 	 	12	 
	SECTION 4.9 Severability of Provisions
	 	 	12	 
	SECTION 4.10 Binding Effect; Assignability
	 	 	12	 






-i-









 




TABLE
OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page
	SECTION 4.11 Acknowledgment and Agreement
	 	 	12	 
	SECTION 4.12 No Waiver; Cumulative Remedies
	 	 	12	 
	SECTION 4.13 Nonpetition Covenant
	 	 	12	 
	SECTION 4.14 Submission to Jurisdiction
	 	 	13	 
	SECTION
4.15 Third-Party Beneficiaries
	 	 	13	 
	SECTION 4.16 Limitation of Rights
	 	 	13	 
	SECTION 4.17 Obligations of Originator
	 	 	14	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	Exhibit A            Form of Assignment
	 	 	 	 
	Schedule I            Representations and Warranties
	 	 	 	 






-ii-









 





     THIS CONTRIBUTION AGREEMENT is made and entered into as of April 4, 2007 (as amended from time to
time, this “Agreement”) by SANTANDER CONSUMER USA INC., an Illinois corporation
(“Santander Consumer” or the “Originator”), and Santander Drive Auto Receivables
LLC, a Delaware limited liability company (the “Depositor”).



WITNESSETH:




     WHEREAS, in the regular course of its business, the Originator purchases certain non-prime motor
vehicle retail installment sale contracts secured by new and used automobiles, light duty trucks,
vans and mini-vans from motor vehicle dealers; and



     WHEREAS, the Originator and the Depositor wish to set forth the terms pursuant to which the
Originator’s right, title and interest in and to the Contracts are to be conveyed, transferred,
contributed and assigned by the Originator to the Depositor, which Contracts will then be
transferred by the Depositor, pursuant to the Sale and Servicing Agreement to Santander Drive Auto
Receivables Trust 2007-1 (the “Issuer”) to be created under the Trust Agreement.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the
parties hereto agree as follows:



ARTICLE I




DEFINITIONS AND USAGE




     SECTION 1.1 Definitions. Except as otherwise defined herein or as the context may
otherwise require, capitalized terms used but not otherwise defined herein are defined in
Appendix A to the Sale and Servicing Agreement dated as of the date hereof (as from time to
time amended, supplemented or otherwise modified and in effect, the “Sale and Servicing
Agreement”) among the Issuer, Santander Consumer, as servicer, the Depositor, as seller
and Wells Fargo Bank, National Association, as indenture trustee and as backup servicer,
which also contains rules as to usage that are applicable herein. As used herein, the
following terms shall have the following meanings:



     “Conveyed Assets” has the meaning specified in Section 2.2.



     “Initial Conveyed Assets” has the meaning specified in Section 2.1.



     “Subsequent Conveyed Assets” has the meaning specified in Section 2.2.



     SECTION 1.2 Other Interpretive Provisions. For purposes of this Agreement, unless the
context otherwise requires: (a) accounting terms not otherwise defined in this Agreement,
and accounting terms partly defined in this Agreement to the extent not defined, shall have
the respective meanings given to them under generally accepted accounting principles; (b)
terms defined in Article 9 of the UCC as in effect in the relevant jurisdiction and not
otherwise defined in this Agreement are used as defined in that Article; (c) the words
“hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement as a
whole and not to any particular provision of this Agreement; (d) references to any Article,
Section, Schedule, Appendix or Exhibit are
references to Articles, Sections, Schedules, Appendices and Exhibits in



 









 







or to this Agreement
and references to any paragraph, subsection, clause or other subdivision within any Section
or definition refer to such paragraph, subsection, clause or other subdivision of such
Section or definition; (e) the term “including” means “including without limitation”; (f)
references to any Person include that Person’s successors and assigns; and (g) headings are
for purposes of reference only and shall not otherwise affect the meaning or interpretation
of any provision hereof.



ARTICLE II




CONTRIBUTION




     SECTION 2.1 Agreement to Contribute on the Closing Date. On the terms and subject to
the conditions set forth in this Agreement, the Originator agrees to transfer, assign, set
over, contribute and otherwise convey to the Depositor without recourse (subject to the
obligations herein) on the Closing Date all of its right, title and interest in, to and
under the Contracts after the Initial Cut-Off Date, (i) all right, title, and interest of
the Originator in and to the Contracts and all monies due thereunder after the applicable
Cut-Off Date; (ii) the interest of the Originator in the security interests in the Financed
Vehicles granted by Obligors pursuant to the Contracts and any accessions thereto; (iii)
the interest of the Originator in any proceeds from claims on any physical damage, credit
life or disability, or other insurance policies maintained by the Obligors thereon covering
the Financed Vehicles or the Obligors relating to the Contracts and any proceeds from the
liquidation of Contracts or the related Financed Vehicles; (iv) the interest of the
Originator in any Dealer Recourse relating to the Contracts; (v) the interest of the
Originator in certain rebates of premiums and other amounts relating to insurance policies
and other items financed under the Contracts in effect after the applicable Cut-Off Date;
(vi) the related Contract Files; and (vii) the proceeds of any and all of the foregoing
relating thereto, whether now owned or hereafter acquired, described in an assignment
substantially in the form of Exhibit A delivered on the Closing Date (the
“Assignment”) (collectively, the “Initial Conveyed Assets”), which sale
shall be effective as of the Initial Cut-Off Date. The transfer, assignment and conveyance
made hereunder will not constitute and is not intended to result in an assumption by the
Depositor of any obligation of the Originator to the Obligors, the Dealers or any other
Person in connection with the Contracts and the other assets and properties conveyed
hereunder or any agreement, document or instrument related thereto.



     SECTION 2.2 Agreement to Contribute on the Funding Dates. On the terms and subject to
the conditions set forth in this Agreement, the Originator agrees to transfer, assign, set
over, contribute and otherwise convey to the Depositor without recourse (subject to the
obligation herein) on each Funding Date all of its right, title and interest in, to and
under the Contracts after the related Subsequent Cut-Off Date, (i) all right, title, and
interest of the Originator in and to the Contracts and all monies due thereunder after the
applicable Cut-Off Date; (ii) the interest of the Originator in the security interests in
the Financed Vehicles granted by Obligors pursuant to the Contracts and any accessions
thereto; (iii) the interest of the Originator in any proceeds from claims on any physical
damage, credit life or disability, or other insurance policies maintained by the Obligors
thereon covering the Financed Vehicles or the Obligors relating to the Contracts and any
proceeds from the liquidation of Contracts or the related Financed Vehicles; (iv) the
interest of the Originator in any Dealer Recourse relating to the Contracts; (v) the
interest of the Originator in certain rebates of premiums and other amounts



- 2- 









 







relating to
insurance policies and other items financed under the Contracts in effect after the
applicable Cut-Off Date; (vi) the related Contract Files; and (vii) the proceeds of any and
all of the foregoing relating thereto, whether now owned of hereafter acquired, described in
an Assignment substantially in the form of Exhibit A delivered on such Funding Date
(collectively, the “Subsequent Conveyed Assets” and, together with the Initial
Conveyed Assets, the “Conveyed Assets,” which shall be effective as of the related
Subsequent Cut-Off Date). The transfer, assignment and conveyance made hereunder will not
constitute and is not intended to result in an assumption by the Depositor of any obligation
of the Originator to the Obligors, the Dealers or any other Person in connection with the
Contracts and the other assets and properties conveyed hereunder or any agreement, document
or instrument related thereto.



     SECTION 2.3 Consideration for the Initial Conveyed Assets. In consideration of the
contribution of the Initial Conveyed Assets contributed to the Depositor on the Closing
Date, the Depositor shall issue membership interests in the Depositor to the Originator
representing 100% of the equity interest in the Depositor, such interest to represent the
estimated fair market value of the Initial Conveyed Assets on the Closing Date.
Notwithstanding the preceding sentence, if such purchase price for the Initial Conveyed
Assets exceeds the amount of cash available to the Depositor from the proceeds of the sale
of the Notes, then an undivided interest in such Initial Conveyed Assets in an amount equal
to such excess shall be deemed to have been contributed to the Depositor by the Originator.



     SECTION 2.4 Consideration and Payment for the Subsequent Conveyed Assets. In
consideration of the contribution of the Subsequent Conveyed Assets contributed to the
Depositor on each Funding Date, the Depositor shall pay to the Originator on such date an
amount equal to the estimated fair market value of the related Subsequent Conveyed Assets
on such Funding Date (the “Purchase Price”). Notwithstanding the preceding
sentence, if the Purchase Price to be paid by the Depositor for such Subsequent Conveyed
Assets exceeds the amount of any cash payments paid by the Issuer to the Depositor on such
Funding Date for such Subsequent Conveyed Assets, then an undivided interest in such
Subsequent Conveyed Assets in an amount equal to such excess shall be deemed to have been
contributed to the Depositor by Santander Consumer.



     SECTION 2.5 Conditions to Transfer of Subsequent Contracts. The Originator shall
transfer to the Depositor the Subsequent Contracts and the other property and rights
related thereto described in Section 2.2 above only upon the satisfaction of each
of the following conditions on or prior to the related Funding Date:




     (i) The Originator shall have provided the Indenture Trustee, the Owner Trustee, the
Insurer and the Rating Agencies with a Notice of Funding Date not later than five (5)
Business Days prior to such Funding Date and shall have provided any information reasonably
requested by any of the foregoing with respect to the Subsequent Contracts;




     (ii) The Originator shall have delivered to the Owner Trustee, the Insurer and the Indenture
Trustee a duly executed Assignment with a list of all Subsequent Contracts to be
transferred on such Funding Date;



- 3- 









 






     (iii) as of each Funding Date, (A) the Originator shall not be insolvent and shall not
become insolvent as a result of the transfer of Subsequent Contracts on such Funding Date,
(B) the Originator shall not intend to incur or believe that it shall incur debts that
would be beyond its ability to pay as such debts mature, (C) such transfer shall not have
been made with actual intent to hinder, delay or defraud any Person and (D) the assets of
the Originator shall not constitute unreasonably small capital to carry out its business as
conducted;




     (iv) the Funding Period shall not have terminated;




     (v) after giving effect to any transfer of Subsequent Contracts on a Funding Date, the
Contracts transferred to the Depositor pursuant to this Agreement shall meet the following
criteria (based on the characteristics of the Initial Contracts on the Initial Cut-Off Date
and the Subsequent Contracts on the related Subsequent Cut-Off Dates) as such information
is provided to the Indenture Trustee by the Servicer: (A) the weighted average APR of all
Contracts transferred to the Depositor shall not be less than 21.00%, unless, with the
prior consent of the Rating Agencies and the Insurer, the Originator increases the related
Subsequent Reserve Amount (and therefore the Specified Reserve Amount) with respect to such
Subsequent Contracts by the amount required by the Insurer; (B) the weighted average
original term to scheduled maturity of the Contracts shall not be greater than 64 months;
(C) the weighted average overall loan-to-value percentage of all of the Contracts shall not
be greater than 115%; (D) the percentage of Contracts (based on the Principal Balance of
the Contracts) originated and entered into in the State of Texas shall not exceed 20% of
the total Contracts in the Trust; (E) none of the Contracts were originated or entered into
in the State of New York; and (F) the percentage of Contracts (based on the Principal
Balance of the Contracts):




with no Credit Bureau Score shall not exceed 17%;

with Credit Bureau Scores from 1 through 450 shall not exceed 7%;

with Credit Bureau Scores from 451 through 475 shall not exceed 8%;

with Credit Bureau Scores from 476 through 500 shall not exceed 10.25%;

with Credit Bureau Scores from 501 through 525 shall not exceed 13.50%;

with Credit Bureau Scores from 526 through 550 shall not exceed 13.75%;

with Credit Bureau Scores from 551 through 575 shall not exceed 11%; and

with Credit Bureau Scores equal to 576 or higher shall be at least 20%;




     (vi) each of the representations and warranties made by the Originator pursuant to
Schedule I hereto with respect to the Subsequent Contracts to be transferred on
such Funding Date shall be true and correct as of the related Funding Date, and the
Originator shall have performed all obligations to be performed by it hereunder on or prior
to such Funding Date;




     (vii) the Originator shall, at its own expense, on or prior to the Funding Date indicate in
its computer files that the Subsequent Contracts have been sold to the Depositor pursuant
to this Agreement;



- 4- 









 






     (viii) the Originator shall have taken any action required to maintain the first priority
perfected ownership interest of the Trust in the Trust Estate and the first perfected
security interest of the Indenture Trustee in the Collateral;




     (ix) no selection procedures adverse to the interests of the Noteholders or the Insurer
shall have been utilized in selecting the Subsequent Contracts;




     (x) the addition of any such Subsequent Contracts shall not result in a material adverse
tax consequence to the Trust or the Noteholders;




     (xi) no Insurer Event of Default shall have occurred and be continuing;




     (xii) the Insurer, in its absolute and sole discretion, shall have approved the transfer in
writing of such Subsequent Contracts to the Depositor and the Insurer shall have been
reimbursed for any fees and expenses incurred by the Insurer in connection with the
granting of such approval;




     (xiii) the Originator shall have delivered to the Insurer, the Owner Trustee and the Indenture
Trustee an Officers’ Certificate confirming the satisfaction of each condition precedent
specified in this Section 2.5;




     (xiv) no Subsequent Contract shall have an APR less than 8.00%; and




     (xv) the Contracts and Contract Files relating to such Subsequent Contracts have been
delivered to the Indenture Trustee and the related Certificates of Title have been
delivered to the Servicer to be held pursuant to the Sale and Servicing Agreement.



ARTICLE III




REPRESENTATIONS, WARRANTIES AND COVENANTS




     SECTION 3.1 Representations and Warranties of the Originator. The Originator hereby
represents and warrants to the Depositor, the Insurer and the Trust as of the date hereof
with respect to the Initial Conveyed Assets and as of each Funding Date with respect to the
related Subsequent Conveyed Assets:



     (a) Organization, etc. The Originator has been duly organized and is validly
existing as a corporation under the laws of the State of Illinois, with power and,
authority to own its properties and to conduct its business as such properties are
currently owned and such business is presently conducted, and had at all relevant times,
and has power, authority and legal right to acquire and own the Contracts.



     (b) Power and Authority. The Originator has full power and authority to convey,
transfer, contribute and assign the property conveyed and assigned to the Depositor
hereunder and
has duly authorized such contribution and assignment to the Depositor by all necessary
action. This Agreement, each Assignment and the Insurance Agreement have been duly
authorized, executed and delivered by the Originator and shall constitute the legal, valid
and binding obligations of the Originator except as the same may be limited by insolvency,



- 5- 









 







bankruptcy, reorganization or other laws relating to or affecting the enforcement of
creditors’ rights or by general equity principles.



     (c) No Violation. The consummation of the transactions contemplated by this
Agreement, each Assignment and the Insurance Agreement, and the fulfillment of the terms
hereof and thereof, will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under (in each case material to the Originator and
its subsidiaries considered as a whole), or result in the creation or imposition of, any
lien, charge or encumbrance (in each case material to the Originator and its subsidiaries
considered as a whole) upon any of the property or assets of the Originator pursuant to the
terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing
agreement or similar agreement or instrument under which the Originator is a debtor or
guarantor, nor will such action result in any violation of the provisions of the
certificate of incorporation or other organizational documents of the Originator.



     (d) No Proceedings. No legal or governmental proceedings are pending to which the
Originator is a party or of which any property of the Originator is the subject, and no
such proceedings are threatened or contemplated by governmental authorities or threatened
by others, other than such proceedings which will not have a material adverse effect upon
the general affairs, financial position, net worth or results of operations (on an annual
basis) of the Originator and its subsidiaries considered as a whole and will not materially
and adversely affect the performance by the Originator of its obligations under, or the
validity and enforceability of this Agreement, each Assignment or the Insurance Agreement.



     (e) Principal Place of Business, Jurisdiction of Organization. The principal place
of business of the Originator is located in Texas. The Originator is organized under the
laws of Illinois as a corporation. “Santander Consumer USA Inc.” is the correct legal name
of the Originator indicated on the public records of the Originator’s jurisdiction of
organization which shows it to be organized. Prior to December 6, 2006 and for at least
the five (5) years preceding such date, the Originator’s correct legal name was “Drive
Financial Services LP”, a limited partnership formed under the laws of Delaware.



     SECTION 3.2 Representations and Warranties of the Originator as to each Contract. On
the date hereof, with respect to the Initial Contracts, or on each Funding Date, with
respect to the Subsequent Contracts, the Originator hereby makes the representations and
warranties set forth on Schedule I hereto to the Depositor and the Insurer as to the
Initial Contracts and Subsequent Contracts, as applicable, sold, transferred, assigned,
contributed and otherwise conveyed to the Depositor under this Agreement and each
Assignment on which such representations and warranties the Depositor relies in acquiring
the Contracts. Such representations and warranties speak, with respect to any Contract, as
of the applicable Cut-Off Date for such Contract, but shall survive the sale of such
Contracts to the Issuer under the Sale and Servicing Agreement, and the Grant of the
Contracts by the Issuer to the Indenture Trustee pursuant to the Indenture. Notwithstanding
any statement to the contrary contained herein or in any other Transaction Document, the
Originator shall not be required to notify any insurer with respect to any Insurance Policy
obtained by an Obligor or to notify any Dealer about any aspect of the transaction
contemplated by the Transaction Documents.



- 6- 









 





     SECTION 3.3 Repurchase upon Breach. Upon discovery by or notice to the Depositor or the
Originator of a breach of any of the representations and warranties set forth in
Section 3.2 at the time such representations and warranties were made (regardless
of any knowledge limitation with respect to any such representation and warranty) or its
obligations contained in Section 3.4(a), (b), (c) and Section
3.5 which materially and adversely affects the interests of the Issuer, the Insurer or
the Noteholders in the Contracts, the party discovering such breach or receiving such
notice shall give prompt written notice thereof to the other party and the Insurer;
provided, that the failure to give such notice shall not affect any obligation of the
Originator hereunder. If the Originator does not correct or cure such breach prior to the
end of the first full Collection Period after the date the Originator became aware or was
notified of such breach, then the Originator shall repurchase any Contract affected by such
breach which materially and adversely affects the interests of the Issuer, the Insurer or
the Noteholders in such Contract from the Depositor on or before such last day. Any breach
of the representation set forth in clause (a)(vii) of Schedule I shall be
deemed to automatically, materially and adversely affect the interests of the Insurer. Any
such repurchase by the Originator shall be at a price equal to the Repurchase Price. In
consideration for such repurchase, the Originator shall make (or shall cause to be made) a
payment to the Depositor equal to the Repurchase Price by depositing such amount into the
Collection Account prior to noon, New York City time on such date. Upon payment of such
Repurchase Price by the Originator, the Depositor shall release and shall execute and
deliver such instruments of release, transfer or assignment, in each case without recourse
or representation, as shall be reasonably necessary to vest in the Originator or its
designee any Contract repurchased pursuant hereto. It is understood and agreed that the
obligation of the Originator to repurchase any Contract as described above shall constitute
the sole remedy respecting such breach available to the Depositor.



     SECTION 3.4 Protection of Title.



     (a) The Originator shall file such financing statements and cause to be filed such
continuation statements, all in such manner and in such places as may be required by law
fully to preserve, maintain and protect the interest of the Depositor in the Contracts and
in the proceeds thereof. The Originator shall deliver (or cause to be delivered) to the
Depositor file-stamped copies of, or filing receipts for, any document filed as provided
above, as soon as available following such filing.



     (b) The Originator shall not change its name, identity, State of organization or structure
as a corporation in any manner that would, could or might make any financing statement or
continuation statement filed by the Originator in accordance with Section 3.4(a)
seriously misleading within the meaning of Section 9-506, Section 9-507 and Section 9-508
of the UCC, unless it shall have given the Depositor and the Insurer at least five days’
prior
written notice thereof and shall have promptly filed appropriate amendments to all
previously filed financing statements or continuation statements.



     (c) The Originator shall give the Depositor and the Insurer at least 60 days’ prior written
notice of any relocation for purposes of Section 9-307 of the UCC of its principal
executive office or State of organization if, as a result of such relocation, the
applicable provisions of the UCC would require the filing of any amendment of any
previously filed financing or continuation statement or of any new financing statement and
shall promptly file



- 7- 









 







any such amendment. The Originator shall at all times maintain each
office from which it shall service Contracts and its principal executive office, within the
United States (other than Louisiana).



     (d) The Originator shall maintain accounts and records as to each Contract and the related
Contract File accurately and in sufficient detail to permit the reader thereof to know at
any time the status of such Contract, including payments and recoveries made and payments
owing (and the nature of each) and the related Contract File.



     (e) The Originator shall maintain its computer systems so that, from and after the time of
contribution hereunder of the Contracts to the Depositor, the Originator’s master computer
records (including any back-up archives) that refer to a Contract and the related Contract
File shall indicate clearly (including by means of tagging) the interest of the Depositor
in such Contract and the related Contract File and that such Contract and the related
Contract File is owned by the Depositor.



     (f) Indication of the Depositor’s ownership of any Contract shall be deleted from or
modified on the Originator’s computer systems when, and only when, the Contract shall have
been paid in full or repurchased or when the Depositor shall give notice that it has
conveyed such Contract.



     (g) If at any time the Originator shall propose to sell, grant a security interest in, or
otherwise transfer any interest in, automotive receivables to any prospective seller,
lender or other transferee, the Originator shall give to such prospective seller, lender or
other transferee computer tapes, records or print-outs (including any restored from back-up
archives) that, if they shall refer in any manner whatsoever to any Contract or the related
Contract File, shall indicate clearly (including by means of tagging) that such Contract
and the related Contract File has been sold and is owned by the Depositor.



     (h) The Originator shall permit the Depositor and the Insurer and their respective agents
at any time during normal business hours to inspect, audit and make copies of and abstracts
from the Originator’s records regarding any Contract.



     (i) Upon request, the Originator shall furnish to the Depositor, the Insurer and the Trust
within 20 Business Days, a list of all Contracts (by contract number and name of Obligor)
then owned by the Depositor, together with a reconciliation of such list to the Schedule of
Contracts.



     (j) In the event the Originator receives any collections, it shall promptly upon receipt,
but in no event later than one (1) Business Day from receipt, deposit such payments or
proceeds
with the Servicer for deposit into the Collection Account in accordance with the Sale and
Servicing Agreement.



     SECTION 3.5 Other Liens or Interests. Except for the conveyances hereunder and pursuant
to the Sale and Servicing Agreement, the Originator will not sell, pledge, assign or
transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien
on any interest therein, and the Originator shall defend the right, title and interest of
the Depositor in, to and under such Contracts against all claims of third parties claiming
through or under the



- 8- 









 







Originator; provided, however, that the Originator’s obligations under
this Section shall terminate upon the termination of the Trust pursuant to the Trust
Agreement.



     SECTION 3.6 Representations and Warranties of the Depositor. The Depositor hereby
represents and warrants to the Originator, the Insurer and the Trust as of the date hereof
and as of the Closing Date and as of each Funding Date:



     (a) Organization, Etc. The Depositor has been duly formed and is validly existing
as a limited liability company under the laws of the State of Delaware, and has full power
and authority to execute and deliver this Agreement and to perform the terms and provisions
hereof.



     (b) Due Authorization and No Violation. This Agreement and each Assignment have
been duly authorized, executed and delivered by the Depositor, and is the valid, binding
and enforceable obligation of the Depositor except as the same may be limited by
insolvency, bankruptcy, reorganization or other laws relating to or affecting the
enforcement of creditors’ rights or by general equity principles. The consummation of the
transactions contemplated by this Agreement and each Assignment, and the fulfillment of the
terms hereof, will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, or result in the creation or imposition of
any lien, charge or encumbrance upon any of the property or assets of the Depositor
pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement,
guarantee, lease financing agreement or similar agreement or instrument under which the
Depositor is a debtor or guarantor, nor will such action result in any violation of the
provisions of the limited liability company agreement of the Depositor.



     (c) No Litigation. No legal or governmental proceedings are pending to which the
Depositor is a party or of which any property of the Depositor is the subject, and no such
proceedings are threatened or contemplated by governmental authorities or threatened by
others, other than such proceedings which will not have a material adverse effect upon the
general affairs, financial position, net worth or results of operations (on an annual
basis) of the Depositor and will not materially and adversely affect the performance by the
Depositor of its obligations under, or the validity and enforceability of this Agreement or
any Assignment.



     SECTION 3.7 Costs and Expenses. The Originator agrees to pay all reasonable costs and
disbursements in connection with the perfection, as against all third parties, of the
Depositor’s right, title and interest in and to the Contracts and the related property.
The
Originator will pay all expenses incident to the performance of its obligations under this
Agreement and each Assignment and the Originator agrees to pay all reasonable out-of-pocket
costs and expenses of the Seller, excluding fees and expenses of counsel, in connection with
the perfection as against third parties of the Seller’s right, title and interest in and to
the Contracts and the enforcement of any obligation of the Originator hereunder.



     SECTION 3.8 Indemnification.



     (a) The Originator shall defend, indemnify and hold harmless the Depositor, the Trust, the
Owner Trustee, the Insurer and any assignee of the foregoing from and against any and all
costs, expenses, losses, damages, claims and liabilities arising out of or resulting from
the



- 9- 









 







failure of a Contract to be originated in compliance with all requirements of law and
for any breach of any of the Originator’s representations and warranties contained herein.



     (b) The Originator shall defend, indemnify, and hold harmless the Depositor, the Trust, the
Owner Trustee, the Insurer and any assignee of the foregoing from and against any and all
costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from
the use, ownership or operation by the Originator or any Affiliate thereof of a Financed
Vehicle.



     (c) The Originator shall defend, indemnify and hold harmless the Depositor, the Trust, the
Owner Trustee, the Insurer and any assignee of the foregoing from and against any and all
taxes that may at any time be asserted against the Depositor with respect to the
transactions contemplated herein, including any sales, gross receipts, general corporation,
tangible personal property, privilege or license taxes and costs and expenses in defending
against the same.



     (d) The Originator shall defend, indemnify and hold harmless the Depositor, the Trust, the
Owner Trustee, the Insurer and any assignee of the foregoing from and against any and all
costs, expenses, losses, claims, damages and liabilities to the extent that such cost,
expense, loss, claim, damage or liability arose out of, or was imposed upon the Depositor
through, the negligence, willful misconduct or bad faith of the Originator in the
performance of its duties under this Agreement.



     (e) The Originator shall defend, indemnify and hold harmless the Depositor, the Trust, the
Owner Trustee, the Insurer and any assignee of the foregoing from and against all costs,
expenses, losses, claims, damages and liabilities arising out of or incurred in connection
with the acceptance or performance of the Originator’s trusts, except to the extent that
such cost, expense, loss, claim, damage or liability shall be due to the willful
misconduct, bad faith or negligence of the Depositor. These indemnity obligations shall be
in addition to any obligation that the Originator may otherwise have.



ARTICLE IV




MISCELLANEOUS




     SECTION 4.1 Transfers Intended as Absolute Contribution; Security Interest.



     (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated
and effected under this Agreement are complete and absolute contributions and transfers
rather than pledges or assignments of only a security interest and shall be given effect as
such for all purposes. It is further the intention of the parties hereto that the
Contracts and related Conveyed Assets shall not be part of the Originator’s estate in the
event of a bankruptcy or insolvency of the Originator. The sales and transfers by the
Originator of the Contracts and related Conveyed Assets hereunder are and shall be without
recourse to, or representation or warranty (express or implied) by, the Originator, except
as otherwise specifically provided herein. The limited rights of recourse specified herein
against the Originator are intended to provide a remedy for breach of representations and
warranties relating to the condition of the property sold, rather than to the
collectibility of the Contracts.



- 10- 









 





     (b) Notwithstanding the foregoing, in the event that the Contracts and other Conveyed
Assets are held to be property of the Originator, or if for any reason this Agreement is
held or deemed to create indebtedness or a security interest in the Contracts and other
Conveyed Assets, then it is intended that:




     (i) This Agreement shall be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of
any other applicable jurisdiction;




     (ii) The conveyances provided for in Section 2.1 and Section 2.2 shall be
deemed to be a grant by the Originator of, and the Originator hereby grants to the
Depositor, a security interest in all of its right (including the power to convey title
thereto), title and interest, whether now owned or hereafter acquired, in and to the
Contracts and other Conveyed Assets, to secure such indebtedness and the performance of the
obligations of the Originator hereunder;




     (iii) The possession by the Depositor or its agent of the Contract Files and any other
property as constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be “possession by the secured party” or possession by the purchaser or a person
designated by such purchaser, for purposes of perfecting the security interest pursuant to
the New York Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction; and




     (iv) Notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed to be notifications to,
or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of
the Depositor for the purpose of perfecting such security interest under applicable law.



     SECTION 4.2 Notices, Etc. All demands, notices and communications hereunder shall be in
writing and shall be delivered or mailed by registered or certified first-class United
States mail, postage prepaid, hand delivery, prepaid courier service, or by Electronic
Transmission, and addressed in each case as follows: (i) in the case of the Servicer at
the following address: Attention: Santander Consumer USA Inc., 8585 North Stemmons Freeway,
Suite 1100-N, Dallas, Texas 75247; at the following phone number:
(214) 634-1110; and at the following fax number: (214) 237-3570; (ii) in the case of the
Indenture Trustee and the Backup Servicer, at its Corporate Trust Office, Attention:
Corporate Trust Services, Asset-Backed Administration – Santander Drive Auto Receivables
Trust 2007-1; (iii) in the case of the Owner Trustee, at its Corporate Trust Office; (iv) in
the case of Moody’s, at: 99 Church Street, New York, New York 10007; (v) in the case of S&P,
at: 25 Broadway, New York, New York 10004; and (vi) in the case of the Insurer at the
following address: Attention: Structured Finance Surveillance – Santander Drive 2007-1, 125
Park Avenue, New York, New York 10017; Facsimile: (212) 312-3220; Confirmation: (800)
352-0001; E-mail: SFSurveillance@fgic.com; or (vii) at such other address as shall be
designated by any of the foregoing in a written notice to the other parties hereto. Any
notice required or permitted to be mailed to a Noteholder shall be given by first class
mail, postage prepaid, at the address of such Noteholder as shown in the Note Register.
Delivery shall occur only upon receipt or reported tender of such communication by an



- 11- 









 







officer of the recipient entitled to receive such notices located at the address of such
recipient for notices hereunder; provided, however, that any notice to a Noteholder mailed
within the time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Noteholder shall receive such notice.



     SECTION 4.3 Choice of Law. 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.



     SECTION 4.4 Headings. The section headings hereof have been inserted for convenience
only and shall not be construed to affect the meaning, construction or effect of this
Agreement.



     SECTION 4.5 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.



     SECTION 4.6 Amendment. This Agreement may be amended from time to time with the prior
written consent of the Insurer (so long as no Insurer Event of Default has occurred and is
continuing) by a written amendment duly executed and delivered by the Originator and the
Depositor; provided, however, that the Rating Agency Condition shall have been satisfied
with respect to such amendment. If an Insurer Event of Default has occurred and is
continuing, no amendment to this Agreement shall materially and adversely affect the
interests of the Insurer without the prior written consent of the Insurer.



     SECTION 4.7 Waivers. No failure or delay on the part of the Depositor, the Servicer,
the Originator, the Issuer, the Insurer or the Indenture Trustee in exercising any power or
right hereunder (to the extent such Person has any power or right hereunder) shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power or right
preclude any other or further exercise thereof or the exercise of any other power or right.
No notice to or demand on the Depositor or the Originator in any case shall entitle it to
any notice or demand in similar or other circumstances. No waiver or approval by the
Depositor under this Agreement shall, except as may otherwise be stated in such waiver or
approval, be applicable to subsequent transactions. No waiver or approval under this
Agreement shall require any similar or dissimilar waiver or approval thereafter to be
granted hereunder.



     SECTION 4.8 Entire Agreement. The Transaction Documents contain a final and complete
integration of all prior expressions by the parties hereto with respect to the subject
matter thereof and shall constitute the entire agreement among the parties hereto with
respect to the subject matter thereof, superseding all prior oral or written
understandings. There are no unwritten agreements among the parties.



     SECTION 4.9 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



- 12- 









 







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.



     SECTION 4.10 Binding Effect; Assignability. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and permitted
assigns. This Agreement shall create and constitute the continuing obligations of the
parties hereto in accordance with its terms, and shall remain in full force and effect
until such time as the parties hereto shall agree. Neither party to this Agreement shall
assign its rights or obligations under this Agreement (other than as contemplated in the
Sale and Servicing Agreement) without the prior written consent of the Insurer.



     SECTION 4.11 Acknowledgment and Agreement. By execution below, the Originator expressly
acknowledges and consents to the sale of the Conveyed Assets and the assignment of all
rights and obligations of the Originator related thereto by the Depositor to the Issuer
pursuant to the Sale and Servicing Agreement and the pledge, assignment and grant of a
security interest in the Contracts and the other Conveyed Assets by the Issuer to the
Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders and the
Insurer. In addition, the Originator hereby acknowledges and agrees that for so long as
the Notes are Outstanding, the Indenture Trustee, for the benefit of the Noteholders and
the Insurer, will have the right to exercise all powers, privileges and claims of the
Depositor under this Agreement.



     SECTION 4.12 No Waiver; Cumulative Remedies. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.



     SECTION 4.13 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 hereto 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. This Section shall survive the termination of this Agreement.



     SECTION 4.14 Submission to Jurisdiction. Each of the parties hereto hereby irrevocably
and unconditionally:



     (a) 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



- 13- 









 







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;



     (b) 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;



     (c) 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 substantially similar form
of mail), postage prepaid, to such Person at its address determined in accordance with
Section 4.2 of this Agreement; and



     (d) 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.



     SECTION 4.15 Third-Party Beneficiaries. This Agreement shall inure to the benefit of
and be binding upon the parties hereto, the Noteholders and the Residual Interestholders
and their respective successors and permitted assigns and the Owner Trustee, the Insurer
and the Swap Counterparty shall be express third party beneficiaries hereof and may enforce
the provisions hereof as if it were a party hereto. Except as otherwise provided in this
Section, no other Person will have any right hereunder.



     SECTION 4.16 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.



     (b) All of the rights of the Swap Counterparty in, to and under this Agreement (including,
but not limited to, all of the Swap Counterparty’s rights as a third party beneficiary of
this Agreement and all of the Swap Counterparty’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 Interest Rate Swap Agreement in accordance with the terms thereof and
the payment in full of all amounts owing to the Swap Counterparty.



     SECTION 4.17 Obligations of Originator. The obligations of the Originator under this
Agreement shall not be affected by reason of any invalidity, illegality or irregularity of
any Contract.



[Remainder of Page Intentionally Left Blank]





- 14- 









 








     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
written above.



	 	 	 	 	 
	 	SANTANDER CONSUMER USA INC.

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



Signature Page to Santander Drive Contribution Agreement





 









 





	 	 	 	 	 
	 	SANTANDER DRIVE AUTO RECEIVABLES LLC

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



Signature Page to Santander Drive Contribution Agreement





 









 








EXHIBIT A




FORM OF

ASSIGNMENT PURSUANT TO CONTRIBUTION AGREEMENT





     For value received, in accordance with the Contribution Agreement dated as of April 4, 2007 between
Santander Consumer USA Inc., an Illinois corporation (the “Originator”) and Santander Drive
Auto Receivables LLC, a Delaware limited liability company (the “Depositor”) (the
“Agreement”), on the terms and subject to the conditions set forth in the Agreement, the
Originator agrees to transfer, assign, set over, contribute and otherwise convey to the Depositor
on [                    ], 2007 all of its right, title and interest, whether now owned or hereafter acquired, in,
to and under the Contracts set forth on the schedule of Contracts delivered by the Originator to
the Depositor on the date hereof (such schedule, together with any other Schedule of Contracts
delivered by the Originator to the Depositor pursuant to the Agreement, the “Schedule of
Contracts”), and the collections after the related Cut-Off Date and (i) all right, title, and
interest of the Originator in and to the Contracts and all monies due thereunder after the
applicable Cut-Off Date; (ii) the interest of the Originator in the security interests in the
Financed Vehicles granted by Obligors pursuant to the Contracts and any accessions thereto; (iii)
the interest of the Originator in any proceeds from claims on any physical damage, credit life or
disability, or other insurance policies maintained by the Obligors thereon covering the Financed
Vehicles or the Obligors relating to the Contracts and any proceeds from the liquidation of
Contracts or the related Financed Vehicles; (iv) the interest of the Originator in any Dealer
Recourse relating to the Contracts; (v) the interest of the Originator in certain rebates of
premiums and other amounts relating to insurance policies and other items financed under the
Contracts in effect after the applicable Cut-Off Date; (vi) the related Contract Files; and (vii)
the proceeds of any and all of the foregoing relating thereto, which sale shall be effective as of
such Cut-Off Date.



     The foregoing sale does not constitute and is not intended to result in any assumption by the
Depositor of any obligation of the undersigned to the Obligors, insurers or any other Person in
connection with the Contracts, any insurance policies or any agreement or instrument relating to
any of them.



     This assignment is made pursuant to and upon the representations, warranties and agreements on the
part of the undersigned contained in the Agreement and is governed by the Agreement. All of such
representations, warranties and agreements are hereby incorporated herein and are in full force and
effect as though specifically set forth herein.



     Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in
the Agreement.



[Remainder of page intentionally left blank]




A-1 









 








     IN WITNESS HEREOF, the undersigned has caused this assignment to be duly executed as of [     ], 2007.



	 	 	 	 	 
	 	SANTANDER CONSUMER USA INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-2 









 








SCHEDULE I




REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE CONTRACTS





	(a)	 	Characteristics of Contracts. (i) Each Contract:






	 	(i)	 	has been originated in the United States by a Dealer for the retail sale of a Financed
Vehicle in the ordinary course of such Dealer’s business, has been fully and properly
executed by the parties thereto, and has been validly assigned by such Dealer to the
Originator;
	 
	 	(ii)	 	creates a valid, subsisting, and enforceable first priority security interest for the
benefit of the Originator in the Financed Vehicle, which security interest has been, in
turn, assigned by the Originator to the Depositor;
	 
	 	(iii)	 	contains customary and enforceable provisions such that the rights and remedies of the
holder thereof shall be adequate for realization against the collateral of the benefits of
the security;
	 
	 	(iv)	 	provides for level monthly payments (provided that the payment in the first or last
month in the life of the Contract may be minimally different from the level payment) that
fully amortize the Amount Financed by maturity and yield interest at the Annual Percentage
Rate over an original term of no less than 24 months and no greater than 72 months,
provided, however, that no more than 2% of the Contracts (based upon the Principal Balance
of the Contracts) shall have an original term to maturity between 24 and 35 months;
	 
	 	(v)	 	provides for, in the event that such Contract is prepaid in full, a prepayment that
fully pays the Principal Balance;
	 
	 	(vi)	 	is a Simple Interest Contract;
	 
	 	(vii)	 	no Obligor has defaulted and no Obligor will default, in each case, on any portion of
the first Contract Scheduled Payment due on the related Contract; and
	 
	 	(viii)	 	none of the Contracts were originated or entered into in the State of New York.






	(b)	 	Schedule of Contracts. The information with respect to a Contract transferred
on the Closing Date or Funding Date, as applicable, as set forth in the Schedule of
Contracts for such date is true and correct in all material respects as of the close of
business on the Initial Cut-Off Date and on each Subsequent Cut-Off Date, and no selection
procedures adverse to the Noteholders or the Insurer have been utilized in selecting the
Contracts.
	 
	(c)	 	Compliance with Law. Each Contract and the sale of the related Financed
Vehicle complied at the time it was originated or made and complies at the execution of
this Agreement, in all material respects with all requirements of applicable federal,
state, and local laws and regulations thereunder, including, without limitation, usury
laws, the
Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit




Schedule I-1 









 






	 	 	Reporting
Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the
Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations B and Z, and state
adaptations of the National Consumer Act and of the Uniform Consumer Credit Code, and other
consumer credit laws and equal credit opportunity and disclosure laws.
	 
	(d)	 	Binding Obligation. Each Contract represents the genuine, legal, valid, and
binding payment obligation in writing of the Obligor, enforceable by the holder thereof in
accordance with its terms subject to the effect of bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors rights generally and to
general principles of equity and no Obligor has any right of action against the Depositor
or the Servicer or any right to any offset, counterclaim or rescission.
	 
	(e)	 	No Government or Corporate Obligor. None of the Contracts is due from the
United States or any State or from any agency, department, or instrumentality of the United
States or any State. None of the Contracts is due from any Person that is not a natural
person.
	 
	(f)	 	Obligor Bankruptcy. To the knowledge of the Originator, at the applicable
Cut-Off Date, no Obligor was the subject of a bankruptcy proceeding since origination.
	 
	(g)	 	Security Interest in Financed Vehicle. Immediately prior to the sale,
assignment and transfer thereof pursuant to this Agreement, each Contract was secured by a
validly perfected first priority security interest in the Financed Vehicle for the benefit
of the Originator as secured party or all necessary and appropriate actions had been
commenced (including the filing of the related applications for certificates of title with
the related department of motor vehicles) that would result in the valid perfection of a
first priority security interest in the Financed Vehicle in favor of the Indenture Trustee
for the benefit of the Originator as secured party. Immediately after the sale, assignment
and transfer thereof to the Trust, although the related certificates of title will not
indicate the Trust or Owner Trustee as secured party, each Contract will be secured by an
enforceable and perfected security interest in the Financed Vehicle in favor of the
Indenture Trustee, as secured party for the benefit of the Indenture Secured Parties, which
security interest is prior to all other Liens in such Financed Vehicle. Either Santander
Consumer USA Inc. or its predecessor is noted as lienholder on each certificate of title.
	 
	(h)	 	Contracts in Force. No Contract has been satisfied, subordinated, or
rescinded, nor has any Financed Vehicle been released from the Lien granted by the related
Contract in whole or in part.
	 
	(i)	 	No Waiver. No provision of a Contract has been waived.
	 
	(j)	 	No Liens. To the best of the Originator’s knowledge, no liens or claims have
been filed for work, labor, materials, taxes or liens that arise out of operation of law
relating to a Financed Vehicle that are prior to, or equal with, the security interest in
the Financed Vehicle granted by the Contract.




Schedule I-2 









 






	(k)	 	No Default. Except for delinquencies continuing for a period of not more than
30 days as of the applicable Cut-Off Date, no default, breach, violation or event
permitting acceleration under the terms of any Contract has occurred and there was no
material misrepresentation by any Obligor on such Obligor’s credit application; and no
continuing condition existed that with notice or the lapse of time would constitute a
default, breach, violation or event permitting acceleration under the terms of any Contract
has arisen.
	 
	(l)	 	Insurance. The Originator, in accordance with its customary procedures, has
determined that the Obligor has obtained physical damage insurance covering the Financed
Vehicle or has applied for such insurance: (i) in an amount at least equal to the lesser of
(A) the actual cash value of the related Financed Vehicle or (B) the unpaid Principal
Balance of such Contract; (ii) naming the Originator as loss payee; and (iii) insuring
against loss and damage due to fire, theft, transportation, collision and other risks
generally covered by comprehensive and collision damage.
	 
	(m)	 	Title. It is the intention of the Originator that the transfer and assignment
herein contemplated constitute a contribution of the Contracts from the Originator to the
Depositor and that the beneficial interest in and title to the Contracts not be part of the
Originator’s estate in the event of the filing of a bankruptcy petition by or against the
Originator under any bankruptcy law. No Contract has been sold, transferred, assigned, or
pledged by the Originator to any Person other than the Depositor and the Indenture Trustee.
Immediately prior to the transfer and assignment of each Contract herein contemplated, the
Originator had good and marketable title to such Contract free and clear of all Liens and
rights of others and, immediately upon the transfer thereof, the Depositor shall have good
and marketable title to such Contract, free and clear of all Liens and rights of others.
	 
	(n)	 	Lawful Assignment. No Contract has been originated in, or is subject to the
laws of, any jurisdiction under which the sale, transfer and assignment of such Contract
under this Agreement or pursuant to transfers of the Contracts shall be unlawful, void or
voidable.
	 
	(o)	 	All Filings Made. All filings (including, without limitation, UCC filings)
necessary in any jurisdiction to give the Depositor a first priority, perfected ownership
interest in the Contracts have been made.
	 
	(p)	 	Chattel Paper. Each Contract (A) constitutes either “tangible chattel paper”
or a “payment intangible,” each as defined in the UCC and (B) if “tangible chattel paper,”
shall be maintained in its original “tangible” form, unless the Insurer has consented in
writing to such chattel paper being maintained in another form or medium.
	 
	(q)	 	Maturity of Contracts. Each Contract transferred to the Depositor has a
remaining term to maturity of not less than 1 month as of the applicable Cut-Off Date.
	 
	(r)	 	One Original. There is only one original executed copy of each Contract and
such original has been delivered to the Indenture Trustee.




Schedule I-3 









 






	(s)	 	U.S. Resident. Each Contract is payable in U.S. Dollars and to the best of the
Originator’s knowledge, the Obligor thereon is an individual who is a United States
resident.
	 
	(t)	 	Final Contract Scheduled Payment. Each Contract has a final Scheduled Contract
Payment at least six months prior to the Final Scheduled Payment Date of the Class A-4
Notes.
	 
	(u)	 	Payments Due. The weighted average of the number of Contract Scheduled
Payments that have been due under the Contracts since origination is at least 1.
	 
	(v)	 	Original Principal Balance. Each Contract has a Principal Balance of at least
$1,000 and not greater than $75,000 as of the applicable Cut-Off Date.
	 
	(w)	 	No Advances. No advances were made on behalf of the Obligor to satisfy any of
the representations and warranties set forth herein with respect to the related Contract.
	 
	(x)	 	Repossession. No Financed Vehicle was repossessed on or prior to the
applicable Cut-Off Date.
	 
	(y)	 	Credit and Collection Policy. Each Contract satisfies in all material respects
the requirements under the Credit and Collection Policy that was in effect at the time as
of the Closing Date or the Funding Date. Each Contract originated by a Dealer was
underwritten by the Originator pursuant to agreed upon and well-articulated underwriting
and documentation standards. The collection practices used with respect to each Contract
have been in all respects legal, proper, prudent and customary in the motor vehicle
financing and servicing business. The Originator and the Servicer will not amend or modify
the Credit and Collection Policy in any material respect without the prior written consent
of the Controlling Party, such consent not to be unreasonably withheld. The Originator and
the Servicer will notify the Insurer of all amendments of the Credit and Collection Policy
and send copies of such amendments to the Insurer.
	 
	(z)	 	No Proceedings. There are no proceedings pending, or to the best of the
Originator’s knowledge, threatened, wherein the Obligor or any governmental agency has
alleged that any Contract is illegal or unenforceable.
	 
	(aa)	 	Origination. The Originator has duly fulfilled all obligations to be fulfilled
on the lender’s part under or in connection with the origination, acquisition and
assignment of the Contracts and the related Trust Estate, including, without limitation,
giving any notices or consents necessary to effect the acquisition of the Contracts and the
related Trust Estate by the Trust, and has done nothing to impair the rights of the Trust,
the Noteholders or the Insurer in payments with respect thereto.
	 
	(bb)	 	Tax Liens. The sale, transfer, assignment and conveyance of the Contracts and
the related Conveyed Assets by the Originator hereunder is not subject to and will not
result in any Transfer Taxes payable by the Depositor, the Issuer or the Indenture Trustee
other than Transfer Taxes which have or will be paid by the Originator as due. In the event
that the Issuer or the Indenture Trustee receives actual notice of any
Transfer Taxes arising




Schedule I-4 









 






	 	 	out of the transfer, assignment and conveyance of the Contracts and
the related Trust Estate, on written demand by the Issuer or the Indenture Trustee, or upon
the Originator’s otherwise being given notice thereof by the Issuer or the Indenture
Trustee, the Originator shall pay, and otherwise indemnify and hold the Issuer, the Insurer
and the Indenture Trustee harmless, on an after-tax basis, from and against any and all such
Transfer Taxes (it being understood that the Noteholders, the Indenture Trustee, the Insurer
and the Issuer shall have no obligation to pay such Transfer Taxes).
	 
	(cc)	 	Dealers. Each Dealer that originated a Contract for sale to the Originator has
been selected by the Originator based on the Originator’s underwriting criteria, its
financial and operating history and record of compliance with requirements of applicable
federal and state law. Each Dealer from whom the Originator purchases Contracts directly
has entered into an agreement with the Originator providing for the sale of motor vehicle
loans from time to time by such Dealer to the Originator and is authorized to originate
Contracts for sale to the Originator under the Originator’s underwriting guidelines. To
the best of the Originator’s knowledge, no Dealer has engaged in any conduct constituting
fraud or misrepresentation with respect to the Contracts or the related Trust Estate.
	 
	(dd)	 	Adverse Selection. The Originator used no selection procedures that identified
the Contracts as being less desirable or valuable than other comparable motor vehicle loans
originated or acquired by the Originator.
	 
	(ee)	 	Computer Tape. The computer tape made available to the Insurer by the
Originator on the Closing Date or the Funding Date, as applicable, was complete and
accurate as of the applicable Cut-Off Date and includes a description of the same Contracts
that are described on the related Schedule of Contracts.
	 
	(ff)	 	Delinquent Taxes. With respect to each Initial Contract, as of the Closing
Date, there is no lien against any related Financed Vehicle for delinquent taxes. With
respect to each Subsequent Contract, as of the related Funding Date, there is no lien
against any related Financed Vehicle for delinquent taxes.
	 
	(gg)	 	Proceeds. At the time of origination of each Contract, the proceeds of such
Contract were fully disbursed. There is no requirement for future advances thereunder, and
all fees and expenses in connection with the origination of such Contract have been paid.
	 
	(hh)	 	Obligor History. No Contract is due from an Obligor who has defaulted under a
previous contract with the Originator.
	 
	(ii)	 	Dealer Agreements. The Dealer that sold each Contract to the Originator has
entered into a Dealer Agreement and such Dealer Agreement constitutes the entire agreement
between the Originator and the related Dealer with respect to the sale of such Contract to
the Originator. Each such Dealer Agreement is in full force and effect and is the legal,
valid and binding obligation of such Dealer, there have been no material defaults by such
Dealer or by the Originator under such Dealer Agreement; the Originator has fully
performed all of its obligations under such Dealer Agreement; the Originator has not




Schedule I-5 









 






	 	 	made
any statements or representations to such Dealer (whether written or oral) inconsistent with
any term of such Dealer Agreement; the purchase price (as specified in the applicable Dealer
Agreement, if any) for such Contract has been paid in full by the Originator; there is no
other payment due to such Dealer from the Originator for the purchase of such Contract; such
Dealer has no right, title or interest in or to any Contract; there is no prior course of
dealing between such Dealer and the Originator which will affect the terms of such Dealer
Agreement; any payment owed to such Dealer by the Originator is a corporate obligation of
the Originator in the nature of a bonus for amounts collected by the Originator in excess of
the purchase price for a Contract.
	 
	(jj)	 	Risk of Loss. Each Contract contains provisions requiring the Obligor to
assume all risk of loss or malfunction of the related Financed Vehicle and to maintain
liability insurance with respect thereto, requiring the Obligor to pay all sales, use,
property, excise and other similar taxes imposed on or with respect to the related Financed
Vehicle and making the Obligor liable for all payments required to be made thereunder,
without any setoff, counterclaim or defense for any reason whatsoever, subject only to the
Obligor’s right of quiet enjoyment.
	 
	(kk)	 	No Substitution. No Contract provides for the substitution, exchange or
addition of any Financed Vehicle subject to such Contract.
	 
	(ll)	 	Assignment. The rights with respect to each Contract are assignable by the
Originator without the consent of any Person other than consents which will have been
obtained on or before the transfer to the Depositor or the Trust.
	 
	(mm)	 	Consumer. To the best of the Originator’s knowledge, no Obligor is a Person
involved in the business of leasing or selling equipment of a type similar to the Financed
Vehicles.
	 
	(nn)	 	No Defects. Each Financed Vehicle was properly delivered to the Obligor in
good repair, without defects and in satisfactory order. Each Financed Vehicle was accepted
by the Obligor after reasonable opportunity to inspect and test such Financed Vehicle and
no Obligor has informed the Originator of any defect therein.
	 
	(oo)	 	Certificate of Title. The Servicer, in its capacity as agent of the Issuer and
the Indenture Trustee, holds the certificate of title or the application for a certificate
of title for each of the Financed Vehicles as of the date on which the related Contract is
transferred to the Depositor and will obtain within 180 days of such date certificates of
title with respect to each Financed Vehicle as to which the Servicer holds only such
application.
	 
	(pp)	 	No Extensions; Modifications. No Contract has been extended, rewritten or is
subject to any forbearance, or any other such modified payment plan other than in
accordance with the Originator’s Credit and Collection Policy (of which Indenture Trustee
retains a copy and which is available from such Indenture Trustee upon request) as in
effect on the Closing Date or the Funding Date, as applicable.
	 
	            Notwithstanding anything in this Agreement to the contrary, the Originator makes no
representation or warranty whether any Contract is or could become subject to the Servicemembers
Civil Relief Act.




Schedule I-6 









 












Schedule I-7