Exhibit 10.10



 





Exhibit 10.10




Elections and Variables



to the 1994 ISDA Credit Support Annex




dated as of




April 4, 2007




between




	 	 	 	 	 
	BANCO SANTANDER CENTRAL
HISPANO, S.A.

	 	and
	 	SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-1
	 
	 	 	 	 
	 

	 	 	 	 
	(“Party A”)

	 	 	 	(“Party B”)






Paragraph 13.





	(a)	 	Security Interest for “Obligations”.
	 
	 	 	The term “Obligations” as used in this Annex includes the following additional obligations:
None.
	 
	(b)	 	Credit Support Obligations.






	 	(i)	 	Delivery Amount, Return Amount and Credit Support Amount.






	 	(A)	 	“Delivery Amount” has the meaning specified in Paragraph 3(a),
except that the words “upon a demand made by the Secured Party on or promptly
following a Valuation Date” shall be deleted and replaced by the words “on each
Valuation Date;” provided, that the Delivery Amount shall be calculated, with
respect to collateral posting required by each Rating Agency, by using (i) such
Rating Agency’s Valuation Percentages as provided below to determine Value and
(ii) the Credit Support Amount related to such Rating Agency. The Delivery
Amount shall be the greatest of such calculated amounts.
	 
	 	(B)	 	“Return Amount” has the meaning specified in Paragraph 3(b);
provided, that the Return Amount shall be calculated, with respect to
collateral posting required by each Rating Agency, by using (i) such Rating
Agency’s Valuation Percentages as provided below to determine Value and (ii)
the Credit Support Amount related to such Rating Agency. The Return Amount
shall be the least of such calculated amounts.
	 
	 	(C)	 	“Credit Support Amount” has the meaning specified in Paragraph
13(j)(iv).






	 	(ii)	 	Eligible Collateral. The Valuation Percentages1 listed below shall
apply to the following Eligible Collateral:







 




			
	1	 	With respect to collateral types not listed
below, such assets will be subject to review by each of S&P, Fitch and
Moody’s.





 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Valuation Percentages	 	 
	 	 	Valuation Percentages	 	applicable with	 	Valuation Percentages
	 	 	applicable with respect to	 	respect to calculating	 	applicable with respect to
	 	 	calculating Moody’s First	 	Moody’s Second	 	calculating S&P Credit Support
	 	 	Trigger Credit Support	 	Trigger Credit	 	Amount and Fitch Credit
	Instrument	 	Amount	 	Support Amount	 	Support Amount
	 	 	Moody’s	 	Moody’s	 	S&P	 	Fitch
	U.S. Dollar Cash
	 	 	100	%	 	 	100	%	 	 	100	%	 	 	 	 
	Euro Cash
	 	 	97	%	 	 	93	%	 	 	89.8	%	 	 	 	 
	Sterling Cash
	 	 	97	%	 	 	94	%	 	 	91.9	%	 	 	 	 
	Fixed Rate Negotiable Treasury Debt issued by U.S. Treasury Department with Remaining Maturity:
	<1 Year
	 	 	100	%	 	 	100	%	 	 	98.6	%	 	 	 	 
	1 to 2 years
	 	 	100	%	 	 	99	%	 	 	97.3	%	 	 	 	 
	2 to 3 years
	 	 	100	%	 	 	98	%	 	 	95.8	%	 	 	 	 
	3 to 5 years
	 	 	100	%	 	 	97	%	 	 	93.8	%	 	 	 	 
	5 to 7 years
	 	 	100	%	 	 	95	%	 	 	91.4	%	 	 	 	 
	7 to 10 years
	 	 	100	%	 	 	94	%	 	 	90.3	%	 	 	 	 
	10 to 20 years
	 	 	100	%	 	 	89	%	 	 	87.9	%	 	 	 	 
	> 20 years
	 	 	100	%	 	 	87	%	 	 	84.6	%	 	 	 	 
	Floating-Rate Negotiable U.S. Dollar Denominated Treasury Debt Issued by The U.S. Treasury Department
	All Maturities
	 	 	100	%	 	 	99	%	 	 	0	%	 	 	 	 
	Fixed-Rate U.S. Dollar Denominated U.S. Agency Debentures with Remaining Maturity:
	< 1 Year
	 	 	100	%	 	 	99	%	 	 	98	%	 	 	 	 
	1 to 2 years
	 	 	100	%	 	 	98	%	 	 	96.8	%	 	 	 	 
	2 to 3 years
	 	 	100	%	 	 	97	%	 	 	96.3	%	 	 	 	 
	3 to 5 years
	 	 	100	%	 	 	96	%	 	 	92.5	%	 	 	 	 
	5 to 7 years
	 	 	100	%	 	 	94	%	 	 	90.3	%	 	 	 	 
	7 to 10 years
	 	 	100	%	 	 	93	%	 	 	86.9	%	 	 	 	 
	10 to 20 years
	 	 	100	%	 	 	88	%	 	 	82.6	%	 	 	 	 
	> 20 years
	 	 	100	%	 	 	86	%	 	 	77.9	%	 	 	 	 
	Floating-Rate U.S. Dollar Denominated U.S. Agency Debentures
	All maturities
	 	 	100	%	 	 	98	%	 	 	0	%	 	 	 	 
	Fixed-Rate Euro Denominated Euro-Zone Government Bonds Rated Aa3 or Above by Moody’s and AAA by S&P
with Remaining Maturity:
	< 1 Year
	 	 	97	%	 	 	93	%	 	 	98	%	 	 	 	 
	1 to 2 years
	 	 	97	%	 	 	92	%	 	 	96.3	%	 	 	 	 
	2 to 3 years
	 	 	97	%	 	 	91	%	 	 	95.8	%	 	 	 	 
	3 to 5 years
	 	 	97	%	 	 	89	%	 	 	89.3	%	 	 	 	 
	5 to 7 years
	 	 	97	%	 	 	87	%	 	 	85.7	%	 	 	 	 
	7 to 10 years
	 	 	97	%	 	 	86	%	 	 	80.7	%	 	 	 	 
	10 to 20 years
	 	 	97	%	 	 	82	%	 	 	72.5	%	 	 	 	 
	> 20 years
	 	 	97	%	 	 	80	%	 	TBD	 	 	 	 
	Floating-Rate Euro Denominated Euro-Zone Government Bonds Rated Aa3 or Above by Moody’s and AAA by S&P
	All maturities:
	 	 	97	%	 	 	92	%	 	 	0	%	 	 	 	 
	Qualified Commercial Paper
	 
	 	 	0	%*	 	 	0	%*	 	 	99	%	 	 	 	 







For the purposes of the above table, “Qualified Commercial Paper” means commercial
paper with a rating of at least P-1 by Moody’s and A-1+ by S&P and having a
remaining maturity of not more than one month.





 




			
	*	 	or such other percentage in respect of which Moody’s has provided a rating affirmation.





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	 	(iii)	 	Thresholds.






	 	(A)	 	“Independent Amount” means with respect to Party A: Zero
“Independent Amount” means with respect to Party B: Zero
	 
	 	(B)	 	“Threshold” means with respect to Party A: infinity; provided
that the Threshold with respect to Party A shall be zero for so long as no
Relevant Entity has the First Trigger Required Ratings or a Collateralization
Event is occurring and (i) no Relevant Entity has had the First Trigger
Required Ratings since this Annex was executed, or (ii) at least 30 Local
Business Days have elapsed since the last time a Relevant Entity had the First
Trigger Required Ratings, or (iii) no Relevant Entity has met the Hedge
Counterparty Ratings Requirement since this Annex was executed, or (iv) at
least 30 calendar days have elapsed since the last time a Collateralization
Event occurred or (v) a Ratings Event is occurring.
	 
	 	 	 	“Threshold” means with respect to Party B: infinity.
	 
	 	(C)	 	“Minimum Transfer Amount” means with respect to Party A: USD
$100,000; provided, however, that if S&P is rating the Certificates and the
aggregate Certificate Principal Balances of the rated Certificates falls below
$50,000,000, then the Minimum Transfer Amount shall mean USD $50,000.
	 
	 	(D)	 	“Minimum Transfer Amount” means with respect to Party B: USD
$100,000 (or if the Posted Collateral is less than $100,000, the aggregate
Value of Posted Collateral), provided, however, that if S&P is rating the
Certificates and the aggregate Certificate Principal Balances of the rated
Certificates falls below $50,000,000, then the Minimum Transfer Amount shall
mean USD $50,000 (or if the Posted Collateral is less than $50,000, the
aggregate Value of Posted Collateral).
	 
	 	(E)	 	Rounding. The Delivery Amount will be rounded up to the nearest
integral multiple of USD $10,000. The Return Amount will be rounded down to the
nearest integral multiple of USD $10,000.






	 	(iv)	 	“Exposure” has the meaning specified in Paragraph 12, except that (1) after the
word “Agreement” the words “(assuming, for this purpose only, that Part 1(k) of the
Schedule is deleted)” shall be inserted and (2) at the end of such definition, the
words “with terms substantially the same as those of this Agreement.”






	(c)	 	Valuation and Timing.






	 	(i)	 	“Valuation Agent” means Party A in all circumstances.
	 
	 	(ii)	 	“Valuation Date” means the first Local Business Day in each week.
	 
	 	(iii)	 	“Valuation Time” means the close of business in the city of the Valuation
Agent on the Local Business Day immediately preceding the Valuation Date or date of
calculation, as applicable, provided that the calculations of Value and Credit Support
Amount will, as far as practicable, be made as of approximately the same time on the
same date.
	 
	 	(iv)	 	“Notification Time” means 10:00 a.m., New York time, on a Local Business Day.






	(d)	 	Conditions Precedent and Secured Party’s Rights and Remedies. None.
	 
	(e)	 	Substitution.





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3









 












	 	(i)	 	“Substitution Date” has the meaning specified in Paragraph 4(d)(ii).
	 
	 	(ii)	 	Consent. If specified here as applicable, then the Pledgor must obtain the
Secured Party’s consent for any substitution pursuant to Paragraph 4(d): Inapplicable.






	(f)	 	Dispute Resolution.






	 	(i)	 	“Resolution Time” means 10:00 p.m., New York time on the Local Business Day
following the date on which the notice is given that gives rise to a dispute under
Paragraph 5.
	 
	 	(ii)	 	Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Eligible
Credit Support or Posted Credit Support as of the relevant Valuation Date or date of
Transfer will be calculated as follows:






	 	(A)	 	with respect to any Eligible Credit Support or Posted Credit
Support comprising securities (“Securities”) the sum of (a)(x) the last bid
price on such date for such Securities on the principal national securities
exchange on which such Securities are listed, multiplied by the applicable
Valuation Percentage; or (y) where any Securities are not listed on a national
securities exchange, the bid price for such Securities quoted as at the close
of business on such date by any principal market maker (which shall not be and
shall be independent from the Valuation Agent) for such Securities chosen by
the Valuation Agent, multiplied by the applicable Valuation Percentage; or (z)
if no such bid price is listed or quoted for such date, the last bid price
listed or quoted (as the case may be), as of the day next preceding such date
on which such prices were available, multiplied by the applicable Valuation
Percentage; plus (b) the accrued interest where applicable on such Securities
(except to the extent that such interest shall have been paid to the Pledgor
pursuant to Paragraph 5(c)(ii) or included in the applicable price) as of such
date; and
	 
	 	(B)	 	with respect to any Cash, the face amount thereof.






	 	(iii)	 	Alternative. The provisions of Paragraph 5 will apply.






	(g)	 	Holding and Using Posted Collateral.






	 	(i)	 	Eligibility to Hold Posted Collateral; Custodians:
	 
	 	 	 	A Custodian will be entitled to hold Posted Collateral on behalf of Party B pursuant
to Paragraph 6(b); provided that:






	 	(1)	 	Posted Collateral may be held only in the
following jurisdiction: United States.
	 
	 	(2)	 	The Custodian for Party B (A) is a commercial
bank or trust company which is unaffiliated with Party B and organized
under the laws of the United States or state thereof, having assets of
at least $500 million and a long term debt or a deposit rating of at
least (i) Baa2 from Moody’s and (ii) A-1 from S&P, or is the Trustee,
and a short term rating from Fitch of at least “F1” and (B) shall hold
all Eligible Credit Support in the appropriate account under the Basic
Documents.
	 
	 	(3)	 	Initially, the Custodian for Cash and
Securities for Party B is: The Trustee under the Indenture, or any
successor trustee thereto.






	 	(ii)	 	Use of Posted Collateral. The provisions of Paragraph 6(c) will not apply to
Party B. The Trustee shall invest Cash Posted Credit Support in such overnight (or
redeemable within two Local Business Days of demand) investments rated at least Prime-1
by Moody’s or AAAm or AAAm-G





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	 	 	 	by S&P and Aaa by Moody’s (or such other investments as may be affirmed in writing
by S&P and Moody’s) as directed by Party A (unless (x) an Event of Default or an
Additional Termination Event has occurred with respect to which Party A is the
defaulting or sole Affected Party and (y) an Early Termination Date has been
designated by Party B, in which case such investment shall be at the direction of
Party B) with gains and losses incurred in respect of such investments to be for the
account of Party A.
	 
	 	(iii)	 	Notice. If a party or its Custodian fails to meet the criteria for eligibility
to hold (or, in the case of a party, to use) Posted Collateral set forth in this
Paragraph 13(g), such party shall promptly notify the other party of such
ineligibility.






	(h)	 	Distributions and Interest Amount.






	 	(i)	 	Interest Rate. The “Interest Rate” will be the actual rate of interest earned
by Party B or the Custodian if the Cash is invested at the direction of Party A in
accordance with Paragraph 13(g)(ii) above, otherwise the “Interest Rate” will be the
federal funds overnight rate as published by the Board of Governors of the Federal
Reserve System in H.15 (519) or its successor publication, or such other rate as the
parties may agree from time to time.
	 
	 	(ii)	 	Transfer of Interest Amount. The transfer of the Interest Amount will be made
on the second Local Business Day following the end of each calendar month and on any
other Local Business Day on which Posted Collateral in the form of Cash is transferred
to the Pledgor pursuant to Paragraph 3(b), in each case to the extent that a Delivery
Amount would not be created or increased by that transfer, provided that Party B shall
not be obliged to so transfer any Interest Amount unless and until it has earned and
received such interest.
	 
	 	(iii)	 	Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will
apply.






	(i)	 	Address for Transfers.
	 
	 	 	Party A: To be notified to Party B by Party A at the time of the request for the transfer.
	 
	 	 	Party B: To be notified to Party A by Party B upon request by Party A.
	 
	(j)	 	Other Provisions.






	 	(i)	 	Costs of Transfer on Exchange.
	 
	 	 	 	Notwithstanding Paragraph 10, the Pledgor will be responsible for, and will
reimburse the Secured Party for, all transfer and other taxes and other costs
involved in the transfer of Eligible Credit Support either from the Pledgor to the
Secured Party or from the Secured Party to the Pledgor.
	 
	 	(ii)	 	Cumulative Rights.
	 
	 	 	 	The rights, powers and remedies of the Secured Party under this Annex shall be in
addition to all rights, powers and remedies given to the Secured Party by the
Agreement or by virtue of any statute or rule of law, all of which rights, powers
and remedies shall be cumulative and may be exercised successively or concurrently
without impairing the rights of the Secured Party in the Posted Credit Support
created pursuant to this Annex.
	 
	 	(iii)	 	Ratings Criteria.
	 
	 	 	 	“Credit Support Amount” shall be (a) in respect of S&P, the S&P Credit Support
Amount, (b) in respect of Fitch, the Fitch Credit Support Amount, and (c) in respect
of Moody’s, the Moody’s




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	 	 	 	First Trigger Credit Support Amount, or the Moody’s Second Trigger Credit Support
Amount, as applicable.
	 
	 	 	 	With respect to Fitch:
	 
	 	 	 	“Fitch Credit Support Amount” means, for any Valuation Date, the excess, if any, of:






	 	(I)   	(A)     	for any Valuation Date (x) on which a Collateralization
Event with respect to Fitch has occurred and been continuing for at least 30
calendar days or (y) on which a Ratings Event with respect to Fitch has
occurred and is continuing, an amount equal to the sum of (1) the aggregate
Secured Party’s Exposure for such Valuation Date with respect to all
Transactions and (2) the aggregate of the products of the Volatility Buffer for
each Transaction and the Notional Amount of each Transaction for the
Calculation Period of each such Transaction which includes such Valuation Date,
or
	 
	 	 	(B)     	for any other Valuation Date, zero, over
	 
	 	(II)   	the Threshold for Party A for such Valuation Date.






	 	 	 	“Volatility Buffer” shall mean the percentage set forth in the following table with
respect to any Transaction (other than a Transaction identified in the related
Confirmation as a Timing Hedge):





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Weighted Average Life (Years)
	Notes’ Rating	 	1	 	2	 	3	 	4	 	5	 	6	 	7	 	8	 	9	 	10	 	11	 	12	 	13	 	14	 	>=15
	USD Interest
Rate Swaps
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AA- or Better
	 	 	0.8	 	 	 	1.7	 	 	 	2.5	 	 	 	3.3	 	 	 	4.0	 	 	 	4.7	 	 	 	5.3	 	 	 	5.9	 	 	 	6.5	 	 	 	7.0	 	 	 	7.5	 	 	 	8.0	 	 	 	8.5	 	 	 	9.0	 	 	 	9.5	 
	A+/A
	 	 	0.6	 	 	 	1.2	 	 	 	1.8	 	 	 	2.3	 	 	 	2.8	 	 	 	3.3	 	 	 	3.8	 	 	 	4.2	 	 	 	4.6	 	 	 	5.0	 	 	 	5.3	 	 	 	5.7	 	 	 	6.0	 	 	 	6.4	 	 	 	6.7	 
	A-/BBB+
	 	 	0.5	 	 	 	1.0	 	 	 	1.6	 	 	 	2.0	 	 	 	2.5	 	 	 	2.9	 	 	 	3.3	 	 	 	3.6	 	 	 	4.0	 	 	 	4.3	 	 	 	4.7	 	 	 	5.0	 	 	 	5.3	 	 	 	5.6	 	 	 	5.9	 







	 	 	 	With respect to Moody’s:
	 
	 	 	 	“Moody’s First Trigger Credit Support Amount” means, for any Valuation Date, the
excess, if any, of






	 	(I)   	(A)     	for any Valuation Date on which (I) a First Trigger Failure
Condition has occurred and has been continuing (x) for at least 30 Local
Business Days or (y) since this Annex was executed and (II) it is not the case
that a Moody’s Second Trigger Event has occurred and been continuing for at
least 30 Local Business Days, an amount equal to the greater of (a) zero and
(b) the sum of the Secured Party’s aggregate Exposure for all Transactions and
the aggregate of Moody’s Additional Collateralized Amounts for all
Transactions.
	 
	 	 	 	For the purposes of this definition, the “Moody’s Additional
Collateralized Amount” with respect to any Transaction shall mean:
	 
	 	 	 	[the lesser of (x) the product of the Moody’s First Trigger DV01
Multiplier and DV01 for such Transaction and such Valuation Date and
(y) the product of Moody’s First Trigger Notional Amount Multiplier
and the Notional Amount for such Transaction for the Calculation
Period which includes such Valuation Date;]2







 




			
	2	 	If Moody’s First Trigger Credit Support
Amount is calculated using DV01.



CSA Balance Swap




6









 











	 	 	 	[the product of the applicable Moody’s First Trigger Factor set forth
in Table 1 and the Notional Amount for such Transaction for the
Calculation Period which includes such Valuation Date;]3
or






	 	(B)	 	for any other Valuation Date, zero, over






	 	(II)	 	the Threshold for Party A such Valuation Date.






	 	 	“First Trigger Failure Condition” means that no Relevant Entity has credit ratings
from Moody’s at least equal to the Moody’s First Trigger Required Ratings.
	 
	 	 	“DV01” means, with respect to a Transaction and any date of determination, the sum
of the estimated change in the Secured Party’s Exposure with respect to such
Transaction that would result from a one basis point change in the relevant swap
curve on such date, as determined by the Valuation Agent in good faith and in a
commercially reasonable manner. The Valuation Agent shall, upon request of Party B,
provide to Party B a statement showing in reasonable detail such calculation.
	 
	 	 	“Moody’s First Trigger DV01 Multiplier” means [(A) if each Local Business Day is a
Valuation Date, 15, or (B) otherwise, 25].
	 
	 	 	“Moody’s First Trigger Notional Amount Multiplier” means [(A) if each Local Business
Day is a Valuation Date, 2%, or (B) otherwise, 4%].
	 
	 	 	“Moody’s Second Trigger Credit Support Amount” means, for any Valuation Date, the
excess, if any, of






	 	(III)	 	(A) for any Valuation Date on which it is the case that a
Second Trigger Failure Condition has occurred and been continuing for at least
30 Local Business Days, an amount equal to the greatest of (a) zero, (b) the
aggregate amount of the Next Payments for all Next Payment Dates and (c) the
sum of the Secured Party’s aggregate Exposure and the aggregate of Moody’s
Additional Collateralized Amounts for all Transactions.
	 
	 	 	 	For the purposes of this definition:
	 
	 	 	 	“Next Payment” means, in respect of each Next Payment Date, the
greater of (i) the amount of any payments due to be made by Party A
under Section 2(a) on such Next Payment Date less any payments due to
be made by Party B under Section 2(a) on such Next Payment Date (in
each case, after giving effect to any applicable netting under
Section 2(c)) and (ii) zero.
	 
	 	 	 	“Next Payment Date” means each date on which the next scheduled
payment under any Transaction is due to be paid.
	 
	 	 	 	“Moody’s Additional Collateralized Amount” with respect to any
Transaction shall mean:
	 
	 	 	 	if such Transaction is not a Transaction-Specific Hedge,
	 
	 	 	 	[the lesser of (i) the product of the Moody’s Second Trigger DV01
Multiplier and DV01 for such Transaction and such Valuation Date and
(ii) the product of the Moody’s Second Trigger Notional Amount
Multiplier and the Notional







 




			
	3	 	If Moody’s First Trigger Credit Support
Amount is calculated without using DV01.



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	 	 	 	Amount for such Transaction for the Calculation Period which includes
such Valuation Date;]4
	 
	 	 	 	[the product of the applicable Moody’s Second Trigger Factor set
forth in Table 2 and the Notional Amount for such Transaction for the
Calculation Period which includes such Valuation Date;]5
or
	 
	 	 	 	if such Transaction is a Transaction-Specific Hedge,
	 
	 	 	 	[the lesser of (i) the product of the Moody’s Second Trigger
Transaction-Specific Hedge DV01 Multiplier and DV01 for such
Transaction and such Valuation Date and (ii) the product of the
Moody’s Second Trigger Transaction-Specific Hedge Notional Amount
Multiplier and the Notional Amount for such Transaction for the
Calculation Period which includes such Valuation Date;]6
	 
	 	 	 	[the product of the applicable Moody’s Second Trigger Factor set
forth in Table 3 and the Notional Amount for such Transaction for the
Calculation Period which includes such Valuation Date;]7
or






	 	(B)	 	for any other Valuation Date, zero, over






	 	(IV)	 	the Threshold for Party A for such Valuation Date.






	 	 	“Transaction-Specific Hedge” means any Transaction that is an interest rate cap,
interest rate floor or interest rate swaption, or an interest rate swap if (x) the
notional amount of the interest rate swap is “balance guaranteed” or (y) the
notional amount of the interest rate swap for any Calculation Period otherwise is
not a specific dollar amount that is fixed at the inception of the Transaction.
	 
	 	 	“Second Trigger Failure Condition” means that no Relevant Entity has credit ratings
from Moody’s at least equal to the Moody’s Second Trigger Ratings Threshold.
	 
	 	 	“Moody’s Second Trigger DV01 Multiplier” means [(A) if each Local Business Day is a
Valuation Date, 50, or (B) otherwise, 60].
	 
	 	 	“Moody’s Second Trigger Transaction-Specific Hedge DV01 Multiplier” means [(A) if
each Local Business Day is a Valuation Date, 65, or (B) otherwise, 75].
	 
	 	 	“Moody’s Second Trigger Transaction-Specific Hedge Notional Amount Multiplier” means
[(A) if each Local Business Day is a Valuation Date, 10%, or (B) otherwise, 11%].
	 
	 	 	“Moody’s Second Trigger Notional Amount Multiplier” means [(A) if each Local
Business Day is a Valuation Date, 8% or (B) otherwise, 9%].
	 
	 	 	With respect to S&P:
	 
	 	 	“S&P Credit Support Amount” means, for any Valuation Date, the excess, if any, of:







 




			
	4	 	If Moody’s Second Trigger Credit Support
Amount for a fixed schedule swap is calculated using DV01.
	 
	5	 	If Moody’s Second Trigger Credit Support
Amount for a fixed schedule swap is calculated without using DV01.
	 
	6	 	If Moody’s Second Trigger Credit Support
Amount for a Transaction-Specific Hedge is calculated using DV01.
	 
	7	 	If Moody’s Second Trigger Credit Support
Amount for a Transaction-Specific Hedge is calculated without Using DV01.


CSA Balance Swap





8









 











	 	(I)   	(A)     	for any Valuation Date (x) on which a Collateralization
Event with respect to S&P has occurred and been continuing for at least 30
calendar days or (y) on which a Ratings Event with respect to S&P has occurred
and is continuing, an amount equal to the sum of (1) the aggregate Secured
Party’s Exposure for such Valuation Date with respect to all Transactions and
(2) the aggregate of the products of the Volatility Buffer for each Transaction
and the Notional Amount of each Transaction for the Calculation Period of each
such Transaction which includes such Valuation Date, or
	 
	 	 	(B)     	for any other Valuation Date, zero, over
	 
	 	(II)   	the Threshold for Party A for such Valuation Date.






	 	 	“Volatility Buffer” shall mean the percentage set forth in the following table with
respect to any Transaction (other than a Transaction identified in the related
Confirmation as a Timing Hedge):





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Short-term credit	 	Remaining	 	Remaining	 	Remaining	 	Remaining
	rating of Party A’s	 	Weighted Average	 	Weighted Average	 	Weighted Average	 	Weighted Average
	Credit Support	 	Life Maturity up to	 	Life Maturity up to	 	Life Maturity up to	 	Life Maturity up to
	Provider	 	3 years	 	5 years	 	ten years	 	30 years
	At least “A-2”
	 	 	2.75	 	 	 	3.25	 	 	 	4.00	 	 	 	4.75	 
	“A-3”
	 	 	3.25	 	 	 	4.00	 	 	 	5.00	 	 	 	6.25	 
	“BB+” or lower
	 	 	3.50	 	 	 	4.50	 	 	 	6.75	 	 	 	7.50	 







	(iv)	 	Demands and Notices.
	 
	 	 	All demands, specifications and notices under this Annex will be made pursuant to
the Notices Section of this Agreement, save that any demand, specification or
notice:






	 	(A)	 	shall be given to or made at the following addresses:
	 
	 	 	 	If to Party A:






	 	 	 	As set forth in Part 4(a) of the Schedule.






	 	 	 	If to Party B:






	 	 	 	As set forth in Part 4(a) of the Schedule.






	 	 	 	or at such other address as the relevant party may from time to time
designate by giving notice (in accordance with the terms of this
subparagraph) to the other party;
	 
	 	(B)	 	shall be deemed to be effective at the time such notice is
actually received unless such notice is received on a day which is not a Local
Business Day or after the Notification Time on any Local Business Day in which
event such notice shall be deemed to be effective on the next succeeding Local
Business Day.






	 	 	Pursuant to the related Basic Document, the monthly report to Noteholders shall be
made available to Party A in the manner and form specified therein.
	 
	(v)	 	Agreement as to Single Secured Party and Pledgor
	 
	 	 	Party A and Party B agree that, notwithstanding anything to the contrary in the
first sentence of this Annex, Paragraph 1(b) or Paragraph 2 or the definitions in
Paragraph 12, except with respect to Party B’s obligations under Paragraph 3(b), (a)
the term “Secured Party” as used in this Annex





CSA Balance Swap




9









 






	 	 	means only Party B, (b) the term “Pledgor” as used in this Annex means only Party A,
(c) only Party A makes the pledge and grant in Paragraph 2, the acknowledgement in
the final sentence of Paragraph 8(a) and the representations in Paragraph 9 and (d)
only Party A will be required to make Transfers of Eligible Credit Support
hereunder. Party A and Party B further agree that, notwithstanding anything to the
contrary in the recital to this Annex or Paragraph 7, this Annex will constitute a
Credit Support Document only with respect to Party A.
	 
	(vi)	 	Trustee Capacity.
	 
	 	 	It is expressly understood and agreed by the parties hereto that (i) this Annex is
executed and delivered by the Trustee not individually or personally but solely as
trustee of the Trust, in the exercise of the powers and authority conferred and
vested in it, (ii) each of the representations, undertakings and agreements herein
made on the part of the Trust is made and intended not as personal representations,
undertakings and agreements by the Trustee but is made and intended for the purpose
of binding only the Trust, (iii) nothing herein contained shall be construed as
creating any liability on the part of the Trustee, individually or personally, to
perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties hereto and by any Person
claiming by, through or under the parties hereto and (iv) under no circumstances
shall the Trustee be personally liable for the payment of any indebtedness or
expenses of the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this
Annex.
	 
	(vii)	 	External Marks.
	 
	 	 	At such time as the long-term senior debt rating of Party A’s Credit Support
Provider is BBB or lower from S&P, Party A in its capacity as Valuation Agent shall
get external verification of its calculation of Exposure on a monthly basis. This
verification shall be at Party A’s expense and may not be verified by the same
entity more than four (4) times in any twelve (12)-month period. The external mark
should reflect the higher of two (2) bids from counterparties that would be willing
and eligible to provide the swap in the absence of the current provider. Such bids
and any external marks received by the Valuation Agent shall be provided to S&P. The
calculation of Exposure should be based on the greater of the internal and external
marks.
	 
	(viii)	 	Event of Default.
	 
	 	 	Subclause (iii) of Paragraph 7 shall not apply to Party B.





[Signature page follows]



CSA Balance Swap




10









 









	 	 	IN WITNESS WHEREOF, the parties have executed this document by their duly authorized officers with
effect from the date specified on the first page hereof.





	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANCO SANTANDER CENTRAL HISPANO, S.A	 	 	.	 	 	SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-1	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By: U.S. BANK TRUST NATIONAL
ASSOCIATION,
not in its individual capacity but
solely as Owner Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Enrique Sanchez Martin
	 	 	 	 	 	By:
	 	/s/ Sterling C. Correia	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Enrique Sanchez Martin
	 	 	 	 	 	Name:
	 	Sterling C. Correia	 	 
	Title:

	 	 	 	 	 	 	 	Title:
	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Deborah Marijuan Varona	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Deborah Marijuan Varona	 	 	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 	 	 






11









 






Table 1




Moody’s First Trigger Factor




[If “Valuation Date” means each Local Business Day, the “Daily Collateral Posting” column will



apply and the Weekly Collateral Posting Column will be deleted.]




[If “Valuation Date” means the first Local Business Day in each week, the “Weekly Collateral



Posting” column will apply and the Daily Collateral Posting Column will be deleted.]




	 	 	 	 	 	 	 	 	 
	Remaining	 	[Daily	 	[Weekly
	Weighted Average Life	 	Collateral	 	Collateral
	of Hedge in Years	 	Posting	 	Posting
	1 or less
	 	 	0.15	%	 	 	0.25	%
	More than 1 but not more than 2
	 	 	0.30	%	 	 	0.50	%
	More than 2 but not more than 3
	 	 	0.40	%	 	 	0.70	%
	More than 3 but not more than 4
	 	 	0.60	%	 	 	1.00	%
	More than 4 but not more than 5
	 	 	0.70	%	 	 	1.20	%
	More than 5 but not more than 6
	 	 	0.80	%	 	 	1.40	%
	More than 6 but not more than 7
	 	 	1.00	%	 	 	1.60	%
	More than 7 but not more than 8
	 	 	1.10	%	 	 	1.80	%
	More than 8 but not more than 9
	 	 	1.20	%	 	 	2.00	%
	More than 9 but not more than 10
	 	 	1.30	%	 	 	2.20	%
	More than 10 but not more than 11
	 	 	1.40	%	 	 	2.30	%
	More than 11 but not more than 12
	 	 	1.50	%	 	 	2.50	%
	More than 12 but not more than 13
	 	 	1.60	%	 	 	2.70	%
	More than 13 but not more than 14
	 	 	1.70	%	 	 	2.80	%
	More than 14 but not more than 15
	 	 	1.80	%	 	 	3.00	%
	More than 15 but not more than 16
	 	 	1.90	%	 	 	3.20	%
	More than 16 but not more than 17
	 	 	2.00	%	 	 	3.30	%
	More than 17 but not more than 18
	 	 	2.00	%	 	 	3.50	%
	More than 18 but not more than 19
	 	 	2.00	%	 	 	3.60	%
	More than 19 but not more than 20
	 	 	2.00	%	 	 	3.70	%
	More than 20 but not more than 21
	 	 	2.00	%	 	 	3.90	%
	More than 21 but not more than 22
	 	 	2.00	%	 	 	4.00	%
	More than 22 but not more than 23
	 	 	2.00	%	 	 	4.00	%
	More than 23 but not more than 24
	 	 	2.00	%	 	 	4.00	%
	More than 24 but not more than 25
	 	 	2.00	%	 	 	4.00	%
	More than 25 but not more than 26
	 	 	2.00	%	 	 	4.00	%
	More than 26 but not more than 27
	 	 	2.00	%	 	 	4.00	%
	More than 27 but not more than 28
	 	 	2.00	%	 	 	4.00	%
	More than 28 but not more than 29
	 	 	2.00	%	 	 	4.00	%
	More than 29
	 	 	2.00	%]	 	 	4.00	%]




CSA Balance Swap





12









 






Table 2




Moody’s Second Trigger Factor for Interest Rate Swaps with Fixed Notional Amounts




[If “Valuation Date” means each Local Business Day, the “Daily Collateral Posting” column will



apply and the Weekly Collateral Posting Column will be deleted.]




[If “Valuation Date” means the first Local Business Day in each week, the “Weekly Collateral



Posting” column will apply and the Daily Collateral Posting Column will be deleted.]




	 	 	 	 	 	 	 	 	 
	Remaining	 	[Daily	 	[Weekly
	Weighted Average Life	 	Collateral	 	Collateral
	of Hedge in Years	 	Posting	 	Posting
	1 or less
	 	 	0.50	%	 	 	0.60	%
	More than 1 but not more than 2
	 	 	1.00	%	 	 	1.20	%
	More than 2 but not more than 3
	 	 	1.50	%	 	 	1.70	%
	More than 3 but not more than 4
	 	 	1.90	%	 	 	2.30	%
	More than 4 but not more than 5
	 	 	2.40	%	 	 	2.80	%
	More than 5 but not more than 6
	 	 	2.80	%	 	 	3.30	%
	More than 6 but not more than 7
	 	 	3.20	%	 	 	3.80	%
	More than 7 but not more than 8
	 	 	3.60	%	 	 	4.30	%
	More than 8 but not more than 9
	 	 	4.00	%	 	 	4.80	%
	More than 9 but not more than 10
	 	 	4.40	%	 	 	5.30	%
	More than 10 but not more than 11
	 	 	4.70	%	 	 	5.60	%
	More than 11 but not more than 12
	 	 	5.00	%	 	 	6.00	%
	More than 12 but not more than 13
	 	 	5.40	%	 	 	6.40	%
	More than 13 but not more than 14
	 	 	5.70	%	 	 	6.80	%
	More than 14 but not more than 15
	 	 	6.00	%	 	 	7.20	%
	More than 15 but not more than 16
	 	 	6.30	%	 	 	7.60	%
	More than 16 but not more than 17
	 	 	6.60	%	 	 	7.90	%
	More than 17 but not more than 18
	 	 	6.90	%	 	 	8.30	%
	More than 18 but not more than 19
	 	 	7.20	%	 	 	8.60	%
	More than 19 but not more than 20
	 	 	7.50	%	 	 	9.00	%
	More than 20 but not more than 21
	 	 	7.80	%	 	 	9.00	%
	More than 21 but not more than 22
	 	 	8.00	%	 	 	9.00	%
	More than 22 but not more than 23
	 	 	8.00	%	 	 	9.00	%
	More than 23 but not more than 24
	 	 	8.00	%	 	 	9.00	%
	More than 24 but not more than 25
	 	 	8.00	%	 	 	9.00	%
	More than 25 but not more than 26
	 	 	8.00	%	 	 	9.00	%
	More than 26 but not more than 27
	 	 	8.00	%	 	 	9.00	%
	More than 27 but not more than 28
	 	 	8.00	%	 	 	9.00	%
	More than 28 but not more than 29
	 	 	8.00	%	 	 	9.00	%
	More than 29
	 	 	8.00	%]	 	 	9.00	%]




CSA Balance Swap





13









 






Table 3




Moody’s Second Trigger Factor for Transaction-Specific Hedges




[If “Valuation Date” means each Local Business Day, the “Daily Collateral Posting” column will



apply and the Weekly Collateral Posting Column will be deleted.]




[If “Valuation Date” means the first Local Business Day in each week, the “Weekly Collateral



Posting” column will apply and the Daily Collateral Posting Column will be deleted.]




	 	 	 	 	 	 	 	 	 
	Remaining	 	[Daily	 	[Weekly
	Weighted Average Life	 	Collateral	 	Collateral
	of Hedge in Years	 	Posting	 	Posting
	1 or less
	 	 	0.65	%	 	 	0.75	%
	More than 1 but not more than 2
	 	 	1.30	%	 	 	1.50	%
	More than 2 but not more than 3
	 	 	1.90	%	 	 	2.20	%
	More than 3 but not more than 4
	 	 	2.50	%	 	 	2.90	%
	More than 4 but not more than 5
	 	 	3.10	%	 	 	3.60	%
	More than 5 but not more than 6
	 	 	3.60	%	 	 	4.20	%
	More than 6 but not more than 7
	 	 	4.20	%	 	 	4.80	%
	More than 7 but not more than 8
	 	 	4.70	%	 	 	5.40	%
	More than 8 but not more than 9
	 	 	5.20	%	 	 	6.00	%
	More than 9 but not more than 10
	 	 	5.70	%	 	 	6.60	%
	More than 10 but not more than 11
	 	 	6.10	%	 	 	7.00	%
	More than 11 but not more than 12
	 	 	6.50	%	 	 	7.50	%
	More than 12 but not more than 13
	 	 	7.00	%	 	 	8.00	%
	More than 13 but not more than 14
	 	 	7.40	%	 	 	8.50	%
	More than 14 but not more than 15
	 	 	7.80	%	 	 	9.00	%
	More than 15 but not more than 16
	 	 	8.20	%	 	 	9.50	%
	More than 16 but not more than 17
	 	 	8.60	%	 	 	9.90	%
	More than 17 but not more than 18
	 	 	9.00	%	 	 	10.40	%
	More than 18 but not more than 19
	 	 	9.40	%	 	 	10.80	%
	More than 19 but not more than 20
	 	 	9.70	%	 	 	11.00	%
	More than 20 but not more than 21
	 	 	10.00	%	 	 	11.00	%
	More than 21 but not more than 22
	 	 	10.00	%	 	 	11.00	%
	More than 22 but not more than 23
	 	 	10.00	%	 	 	11.00	%
	More than 23 but not more than 24
	 	 	10.00	%	 	 	11.00	%
	More than 24 but not more than 25
	 	 	10.00	%	 	 	11.00	%
	More than 25 but not more than 26
	 	 	10.00	%	 	 	11.00	%
	More than 26 but not more than 27
	 	 	10.00	%	 	 	11.00	%
	More than 27 but not more than 28
	 	 	10.00	%	 	 	11.00	%
	More than 28 but not more than 29
	 	 	10.00	%	 	 	11.00	%
	More than 29
	 	 	10.00	%]	 	 	11.00	%]





CSA Balance Swap





14