ACCESSION AGREEMENT Dated as of October 18, 2007
Exhibit 10.12
Dated as of October 18, 2007
Reference is hereby made to the INTERCREDITOR AND MASTER COLLECTION ACCOUNT AGREEMENT, dated
as of December 7, 2006 (the “Agreement”) among,
XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as the Collateral Custodian
under the Wachovia Warehouse Agreement, the Trust Collateral Agent under the
Existing Securitizations, the Indenture Trustee under the Existing Indentures and
the Master Collection Account Agent under this Agreement (“Xxxxx Fargo”),
WACHOVIA CAPITAL MARKETS, LLC, in its capacity as the Administrative Agent under the
Wachovia Warehouse Agreement (“Wachovia Warehouse Collateral Agent”),
DRIVE CONSUMER USA INC. (“Drive”),
DRIVE WAREHOUSE LP (“Drive Warehouse”),
DRIVE RECEIVABLES CORP. 6, DRIVE RECEIVABLES CORP. 7, DRIVE RECEIVABLES CORP. 8,
DRIVE RECEIVABLES CORP. 9, DRIVE RECEIVABLES CORP. 10, DRIVE RECEIVABLES CORP. 11
and DRIVE RECEIVABLES CORP. 12 (each a “Seller” and collectively the
“Existing Sellers”),
DRIVE AUTO RECEIVABLES TRUST 2003-2, DRIVE AUTO RECEIVABLES TRUST 2004-1, DRIVE AUTO
RECEIVABLES TRUST 2005-1, DRIVE AUTO RECEIVABLES TRUST 2005-2, DRIVE AUTO
RECEIVABLES TRUST 2005-3, DRIVE AUTO RECEIVABLES TRUST 2006-1 AND DRIVE AUTO
RECEIVABLES TRUST 2006-2, (each a “Trust” or an “Issuer” and
collectively the “Existing Trusts” or the “Existing Issuers”),
MBIA INSURANCE CORPORATION, in its capacity as the Class A Insurer under the MBIA
Securitizations (“MBIA”), and
FINANCIAL SECURITY ASSURANCE INC., in its capacity the Class A Insurer under the FSA
Securitizations (“FSA”).
Unless otherwise defined herein, or the context otherwise requires, capitalized terms used in
this Accession Agreement have the meanings ascribed thereto in the Agreement. This is an Accession
Agreement and is being entered into pursuant to the Agreement.
1. | Each of the undersigned Other Parties hereby: |
(a) acknowledges and confirms that it has received a copy of the Agreement and the
exhibits thereto;
(b) agrees to be bound by the terms and conditions set forth in the Agreement as if it
were an original signatory thereto; and
(c) advises each of the parties to the Agreement of the following with respect to the
Other Party for purposes of the Agreement:
2. | Names and Addresses of Other Parties: |
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Santander Drive Auto Receivables Trust 2007-3 c/o U.S. Bank Trust National Association 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Telephone No.: (000) 000-0000 Facsimile: (000) 000-0000 |
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Santander Drive Auto Receivables LLC 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxx 0000-X Xxxxxx, XX 00000 Attention: Xxx Xxxxx Telephone No.: (000) 000-0000 Facsimile: (000) 000-0000 |
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Financial Guaranty Insurance Company 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Structure Finance Surveillance — Xxxxxxxxx Xxxxx 0000-0 Xxxxxxxxx: (000) 000-0000 Confirmation: (000) 000-0000 E-mail: XXxxxxxxxxxxxx@xxxx.xxx |
3. | Description of Securitization or other Transaction: |
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The securitization transaction described in the Sale and Servicing
Agreement, dated as of October 18, 2007, among Santander Drive Auto
Receivables Trust 2007-3, as Issuer, Santander Drive Auto Receivables LLC,
as Seller, Santander Consumer USA Inc., as Servicer, and Xxxxx Fargo Bank,
National Association, as Indenture Trustee, as it may from time to time be
amended, supplemented or otherwise modified in accordance with the terms
thereof and the other transaction documents related thereto (the
“Santander Drive 2007-3 Securitization”). |
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The Indenture dated as of October 18, 2007 between Santander Drive Auto
Receivables Trust 2007-3, as Issuer, and Xxxxx Fargo Bank, National |
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Association, as Indenture Trustee (the “Xxxxxxxxx Xxxxx 0000-0
Xxxxxxxxx”). |
4. | Designations under the Agreement: |
(a) | The Santander Drive 2007-3 Securitization is a
Securitization. |
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(b) | The Xxxxxxxxx Xxxxx 0000-0 Xxxxxxxxx is an
Indenture. |
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(c) | Santander Drive Auto Receivables LLC is a
Seller. |
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(d) | Santander Drive Auto Receivables Trust 2007-3
is a Trust. |
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(e) | Financial Guaranty Insurance Company is a Class
A Insurer. |
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IN WITNESS WHEREOF, the Other Parties have executed this Accession Agreement as of the date
first written above.
SANTANDER DRIVE AUTO RECEIVABLES LLC |
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By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | Chief Financial Officer | |||
SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-3 | ||||
By: | U.S. Bank Trust National Association, not in its individual capacity but solely as Owner Trustee |
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By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Trust Officer | |||
FINANCIAL GUARANTY INSURANCE COMPANY |
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By: | /s/ Xxxxxxx Xxxxxxx | |||
Name: | Xxxxxxx Xxxxxxx | |||
Title: | Director | |||
Signature Page
Accession Agreement to Intercreditor Agreement
Accession Agreement to Intercreditor Agreement