SALE AND SERVICING AGREEMENT by and among SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-3, as Issuer SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller SANTANDER CONSUMER USA INC., as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture...Sale and Servicing Agreement • October 24th, 2007 • Santander Drive Auto Receivables Trust 2007-3 • Asset-backed securities • New York
SALE AND SERVICING AGREEMENT, dated as of October 18, 2007 as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and among SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-3, a Delaware statutory trust (the “Issuer”), SANTANDER DRIVE AUTO RECEIVABLES LLC, a Delaware limited liability company, as seller (the “Seller”), SANTANDER CONSUMER USA INC., an Illinois corporation (“Santander Consumer”), as servicer (in such capacity, the “Servicer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as indenture trustee (the “Indenture Trustee”).
SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-3 AMENDED AND RESTATED TRUST AGREEMENT between SANTANDER DRIVE AUTO RECEIVABLES LLC, as the Depositor and U.S. BANK TRUST NATIONAL ASSOCIATION, as the Owner Trustee Dated as of October 18, 2007Trust Agreement • October 24th, 2007 • Santander Drive Auto Receivables Trust 2007-3 • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT is made as of October 18, 2007 (as from time to time amended, supplemented or otherwise modified and in effect, this “Agreement”) between Santander Drive Auto Receivables LLC, a Delaware limited liability company, as the depositor (the “Seller”), and U.S. Bank Trust National Association, a national banking association, as the owner trustee (the “Owner Trustee”).
CONTRIBUTION AGREEMENT dated as of October 18, 2007 Between SANTANDER CONSUMER USA INC. And SANTANDER DRIVE AUTO RECEIVABLES LLCContribution Agreement • October 24th, 2007 • Santander Drive Auto Receivables Trust 2007-3 • Asset-backed securities • New York
THIS CONTRIBUTION AGREEMENT is made and entered into as of October 18, 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”).
SCHEDULE to the MASTER AGREEMENT dated as of October 18, 2007 between BANCO SANTANDER S.A.(“Party A”) and SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-3 (“Party B”)Master Agreement • October 24th, 2007 • Santander Drive Auto Receivables Trust 2007-3 • Asset-backed securities • New York
SANTANDER 2007-3 LIMITED GUARANTYLimited Guaranty • October 24th, 2007 • Santander Drive Auto Receivables Trust 2007-3 • Asset-backed securities • New York
This Limited Guaranty (this “Guaranty”) is entered into as of October 18, 2007, by Banco Santander, S.A. (the “Guarantor”), in favor of Santander Drive Auto Receivables Trust 2007-3 (the “Issuer”), Wells Fargo Bank, National Association, as Indenture Trustee under the Indenture referred to below (in such capacity, the “Indenture Trustee”), U.S. Bank Trust National Association, as Owner Trustee under the Trust Agreement (the “Owner Trustee”) and Financial Guaranty Insurance Company (the “Note Insurer”).
ADMINISTRATION AGREEMENT between SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-3, as Issuer, SANTANDER CONSUMER USA INC., as Administrator U.S. BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture...Administration Agreement • October 24th, 2007 • Santander Drive Auto Receivables Trust 2007-3 • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of October 18, 2007, is between SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-3, a Delaware statutory trust (the “Issuer”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but solely as Owner Trustee of the Issuer (the “Owner Trustee”), SANTANDER CONSUMER USA INC., an Illinois corporation, as administrator (“Santander Consumer” or the “Administrator”), and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as indenture trustee (the “Indenture Trustee”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned such terms in Appendix A to the Sale and Servicing Agreement dated as of the date hereof (the “Sale and Servicing Agreement”) by and between Santander Drive Auto Receivables LLC, as seller, the Issuer, the Administrator, as servicer, and the Indenture Trustee, as inden
FINANCIAL GUARANTY INSURANCE COMPANY, as Insurer SANTANDER CONSUMER USA INC., as Servicer and Originator SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-3, as Issuer WELLS FARGO BANK, NATIONAL ASSOCIATION,...Insurance Agreement • October 24th, 2007 • Santander Drive Auto Receivables Trust 2007-3 • Asset-backed securities • New York
THIS INSURANCE AGREEMENT (this “Insurance Agreement”), dated as of October 18, 2007, is by and among SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller (together with its permitted successors and assigns, the “Seller”), SANTANDER CONSUMER USA INC., in its capacity as Servicer under the Sale and Servicing Agreement described below (together with its permitted successors and assigns, the “Servicer”) and in its capacity as originator (the “Originator”), SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-3, as the Issuer (the “Issuer”), FINANCIAL GUARANTY INSURANCE COMPANY (the “Insurer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee (the “Indenture Trustee”), and U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee (the “Owner Trustee”).
MASTER AGREEMENT dated as of October 18, 2007Master Agreement • October 24th, 2007 • Santander Drive Auto Receivables Trust 2007-3 • Asset-backed securities • Delaware
BANCO SANTANDER, S.A. and SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-3, a Delaware statutory trust, have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
LETTER OF CREDIT REIMBURSEMENT AGREEMENTLetter of Credit Reimbursement Agreement • October 24th, 2007 • Santander Drive Auto Receivables Trust 2007-3 • Asset-backed securities • New York
THIS LETTER OF CREDIT REIMBURSEMENT AGREEMENT, dated as of October 18, 2007 (this “Reimbursement Agreement”), is entered into among SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-3, a Delaware statutory trust (the “Issuer”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as indenture trustee (in such capacity, the “Indenture Trustee”), SANTANDER DRIVE AUTO RECEIVABLES LLC, a Delaware limited liability company, as seller (the “Seller”), SANTANDER CONSUMER USA INC., an Illinois corporation (“Santander Consumer”), as servicer (in such capacity, the “Servicer”), and BANCO SANTANDER, S.A., ACTING THROUGH ITS NEW YORK BRANCH (“Banco Santander”), as letter of credit issuer (in such capacity, the “Letter of Credit Issuer”).
ACCESSION AGREEMENT Dated as of October 18, 2007Accession Agreement • October 24th, 2007 • Santander Drive Auto Receivables Trust 2007-3 • Asset-backed securities
Reference is hereby made to the INTERCREDITOR AND MASTER COLLECTION ACCOUNT AGREEMENT, dated as of December 7, 2006 (the “Agreement”) among,
SANTANDER CONSUMER USA INC. SANTANDER DRIVE AUTO RECEIVABLES LLC Series 2007-3 Santander Drive Auto Receivables Trust 2007-3 UNDERWRITING AGREEMENTUnderwriting Agreement • October 24th, 2007 • Santander Drive Auto Receivables Trust 2007-3 • Asset-backed securities • New York
Wachovia Capital Markets, LLC, as Representative of the several Underwriters (the “Representative”) NC0610 One Wachovia Center 301 South College Street Charlotte, NC 28288
