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Financial Guaranty Insurance Policy

Guarantee Agreement

Financial Guaranty Insurance Policy
  
  
 
 
  
  
 
 | Document Parties: SANTANDER DRIVE AUTO RECEIVABLES LLC | Wells Fargo Bank, National Association You are currently viewing:
This Guarantee Agreement involves

SANTANDER DRIVE AUTO RECEIVABLES LLC | Wells Fargo Bank, National Association

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Title: Financial Guaranty Insurance Policy
Governing Law: New York     Date: 4/9/2007

Financial Guaranty Insurance Policy
  
  
 
 
  
  
 
, Parties: santander drive auto receivables llc , wells fargo bank  national association
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Exhibit 4.3

 

 

 

Financial Guaranty Insurance Company

 

 

125 Park Avenue

 

 

New York, New York 10017

 

 

(212) 312-3000

 

 

(800) 352-0001

 

 

 

 

 

Financial Guaranty Insurance Policy

 

 

 

 

 

Issuer: Santander Drive Auto Receivables Trust 2007-1

 

Policy Number: 07030011

 

 

Control Number: 0010001

Insured Obligations:

 

 

 

$1,200,000,000 in aggregate note principal balance of Santander Drive Auto Receivables Trust 2007-1 Asset Backed Notes, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes (collectively, the “Notes”)

 

 

Indenture Trustee: Wells Fargo Bank, National Association.

Financial Guaranty Insurance Company (“Financial Guaranty”), a New York stock insurance company, in consideration of the right of Financial Guaranty to receive monthly premiums pursuant to the Sale and Servicing Agreement (as defined below) and the Insurance Agreement referred to therein, and subject to the terms of this Financial Guaranty Insurance Policy (this “Policy”), hereby unconditionally and irrevocably agrees to pay each Insured Payment, to the extent set forth in the Sale and Servicing Agreement, to the Indenture Trustee named above or its successor, as indenture trustee for the Holders of the Notes, except as otherwise provided herein with respect to Preference Amounts. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in Appendix A to the Sale and Servicing Agreement as in effect and executed on the date hereof, without giving effect to any subsequent amendments or modifications thereto unless such amendments or modifications have been approved in writing by Financial Guaranty.

The term “Insured Payment” means (1) with respect to any Payment Date, any Deficiency Amount for such Payment Date and the Notes and (2) with respect to any day, any Preference Amount to be paid pursuant to the terms of this Policy in respect of the Notes.

The term “Deficiency Amount” means, with respect to any Payment Date, an amount, if any, equal to the sum of:

 

(1)

 

the amount by which (A) the Accrued Note Interest (not including any Interest Carryover Shortfall that Financial Guaranty has made Insured Payments in respect of on a prior Payment Date) exceeds (B) the amount of Available Funds available to make such payments with respect to such Payment Date; and

 

 

 

 

 

(2)

 

(i) the excess, if any, of the aggregate Note Balance of the Class A Notes (after giving effect to all principal payments to be made on such Payment

Form 9133
Page 1 of 6

 


 

Financial Guaranty Insurance Company
125 Park Avenue
New York, New York 10017
(212) 312-3000
(800) 352-0001

Financial Guaranty Insurance Policy

 

 

 

Date) over the sum of (x) the Pool Balance as of the end of the related Collection Period and (y) amounts, if any, on deposit in the Pre-Funding Account as of the end of the related Collection Period and (ii) without duplication of any amounts payable in the preceding clause (i), if such Payment Date is a Final Scheduled Payment Date with respect to any Class of Notes, the outstanding Note Balance of such Class of Notes on such Final Scheduled Payment Date, after giving effect to all payments of principal on such Class of Notes from all sources other than this Policy.

Deficiency Amount shall be determined in accordance with the original terms of the Notes when issued and without regard to any subsequent amendment or modification of the Notes that has not been consented to in writing by Financial Guaranty.

The term “Final Scheduled Payment Date” for each Class of the Notes means the Payment Date occurring in April 2008 for the Class A-1 Notes, December 2010 for the Class A-2 Notes, September 2011 for the Class A-3 Notes and September 2014 for the Class A-4 Notes.

Financial Guaranty will pay a Deficiency Amount with respect to the Notes by 12:00 noon (New York City time) by wire transfer in immediately available funds to the Indenture Trustee on the later of (i) the second Business Day following the Business Day on which Financial Guaranty shall have received Notice that a Deficiency Amount is due in respect of the Notes and (ii) the Payment Date on which the related Deficiency Amount is payable to the Holders of the Notes pursuant to the Sale and Servicing Agreement, for disbursement to the Holders of the Notes in the same manner as other payments with respect to the Notes are required to be made. Any Notice received by Financial Guaranty after 12:00 noon New York City time on a given Business Day or on any day that is not a Business Day shall be deemed to have been received by Financial Guaranty on the next succeeding Business Day.

Upon the payment of any Insured Payment hereunder, Financial Guaranty shall be fully subrogated to the rights of the Holders of the Notes to receive the amount so paid. Financial Guaranty’s obligations with respect to the Notes hereunder with respect to each Payment Date shall be discharged to the extent funds consisting of the related Deficiency Amount are received by the Indenture Trustee on behalf of the Holders of the Notes for payment to such Holders, as provided in the Sale and Servicing Agreement and herein, whether or not such funds are properly applied by the Indenture Trustee.

If any portion or all of any amount that is insured hereunder that was previously paid to a Holder of Notes is recoverable and sought to be recovered from such Holder as a voidable preference by a trustee in bankruptcy pursuant to the U.S. Bankruptcy Code, pursuant to a final non-appealable order of a court exercising proper jurisdiction in an insolvency proceeding (a “Final Order”) (such recovered amount, a “Preference Amount”), Financial Guaranty will pay on the guarantee described in the first paragraph hereof, an amount equal to each such Preference Amount by

Form 9133
Page 2 of 6

 


 

Financial Guaranty Insurance Company
125 Park Avenue
New York, New York 10017
(212) 312-3000
(800) 352-0001

Financial Guaranty Insurance Policy

12:00 noon on the fourth Business Day following receipt by Financial Guaranty on a Business Day of (w) a certified copy of the Final Order, (x) an opinion of counsel satisfactory to Financial Guaranty that the order is final and not subject to appeal, (y) an assignment, in form reasonably satisfactory to Financial Guaranty, irrevocably assigning to Financial Guaranty all rights and claims of the Indenture Trustee and/or such Holder of the Notes relating to or arising under such Preference Amount and constituting an appropriate instrument, in form satisfactory to Financial Guaranty, appointing Financial Guaranty as the agent of the Indenture Trustee and/or such Holder in respect of such Preference Amount, including without limitation in any legal proceeding related to such Preference Amount, and (z) a Notice appropriately completed and executed by the Indenture Trustee or such Holder, as the case may be. Such


 
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