Exhibit 4.3



 




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 2007-3
	 	Policy Number: 07030061
	 
	 	Control Number: 0010001






Insured Obligations:



	 	 	 	 	 
	 	 	 	 	 
	 	$500,000,000 in aggregate note principal balance of Santander Drive Auto
Receivables Trust 2007-3 Asset Backed Notes, Class A-1 Notes, Class A-2-A
Notes, Class A-2-B Notes, Class A-3 Notes, Class A-4-A Notes and Class A-4-B
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 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 October 2008 for the Class A-1 Notes, June 2011 for the Class A-2-A Notes, June 2011
for the Class A-2-B Notes, August 2012 for the Class A-3 Notes, October 2014 for the Class A-4-A
Notes and October 2014 for the Class A-4-B 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



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




described in the first paragraph hereof, an amount equal to each such Preference Amount by
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 payment shall be made to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order and not to the
Indenture Trustee or Holder of the Notes directly (unless the Holder has previously paid such
amount to such receiver, conservator, debtor-in-possession or trustee in bankruptcy named in such
Final Order in which case payment shall be made to the Indenture Trustee for payment to the Holder
upon delivery of proof of such payment reasonably satisfactory to Financial Guaranty).



Notwithstanding the foregoing, in no event shall Financial Guaranty be (i) required to make any
payment under this Policy in respect of any Preference Amount to the extent such Preference Amount
is comprised of amounts previously paid by Financial Guaranty hereunder, or (ii) obligated to make
any payment in respect of any Preference Amount, which payment represents a payment of the
principal amount of any Notes, prior to the time Financial Guaranty otherwise would have been
required to make a payment in respect of such principal, in which case Financial Guaranty shall pay
the balance of the Preference Amount when such amount otherwise would have been required.



Any of the documents required under clauses (w) through (z) of the preceding paragraph that are
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. If any Notice received by Financial Guaranty is not in proper
form or is otherwise insufficient for the purpose of making a claim under this Policy, it will be
deemed not to have been received by Financial Guaranty, and Financial Guaranty will promptly so
advise the Indenture Trustee, and the Indenture Trustee may submit an amended Notice. All payments
made by Financial Guaranty hereunder in respect of Preference Amounts will be made with Financial
Guaranty’s own funds.



This Policy is non-cancelable for any reason, including nonpayment of any premium. The premium on
this Policy is not refundable for any reason, including the payment of any Notes prior to their
respective maturities. This Policy shall expire and terminate without any action on the part of
Financial Guaranty or any other Person on the date that is the later of (i) the date that



Form 9133
Page 3 of 6









 





Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

(212) 312-3000

(800) 352-0001




Financial Guaranty Insurance Policy




is one year and one day following the date on which the Notes shall have been paid in full and (ii)
if any proceeding referenced in the third preceding paragraph has been commenced on or prior to the
date specified in clause (i) above, the 30th day after the entry of a final, non-appealable order
in resolution or settlement of such proceeding.



This Policy does not guarantee to the Holders of the Notes any particular rate of principal
payment. In addition, this Policy does not cover shortfalls, if any, attributable to the liability
of the Issuer or the Indenture Trustee for withholding taxes, if any (including interest and
penalties in respect of any liability for withholding taxes). This Policy also does not cover the
failure of the Indenture Trustee to make any payment required under the Sale and Servicing
Agreement or the Indenture to the Holder of a Note.



A monthly premium shall be due and payable in arrears as provided in the Sale and Servicing
Agreement and the Insurance Agreement.



This Policy is subject to and shall be governed by the laws of the State of New York, without
giving effect to the conflicts of laws principles thereof. The proper venue for any action or
proceeding on this Policy shall be the County of New York, State of New York.



THE INSURANCE PROVIDED BY THIS POLICY IS NOT COVERED BY THE NEW YORK PROPERTY/CASUALTY INSURANCE
SECURITY FUND (NEW YORK INSURANCE CODE, ARTICLE 76).



To the fullest extent permitted by applicable law, Financial Guaranty hereby waives and agrees not
to assert, solely for the benefit of Holders of the Notes, all defenses, set-offs and counterclaims
of any kind (including, without limitation, the defense of fraud in inducement or fact, any defense
based on any duty claimed to arise from the doctrine of “utmost good faith” or any similar or
related doctrine or any other circumstances that would have the effect of discharging a surety,
guarantor or any other person in law or in equity) that Financial Guaranty otherwise might have
asserted as a defense to its obligation to pay in full any amounts that have become due and payable
in accordance with the terms and conditions of this Policy. Nothing in this paragraph, however,
shall be deemed to constitute a waiver of any rights, remedies, claims or counterclaims that
Financial Guaranty may have with respect to the Issuer, Santander Drive Auto Receivables LLC,
Santander Consumer USA Inc. or any of their respective affiliates, whether acquired by subrogation,
assignment or otherwise.



“Notice” means a written notice in the form of Exhibit A to this Policy by registered or
certified mail or telephonic or telegraphic notice, subsequently confirmed by written notice
delivered via telecopy, telex or hand delivery from the Indenture Trustee to Financial Guaranty
specifying the information set forth therein. “Holder” means, as to a particular Note, the person
(other than the Issuer, the Seller, the Originator, the Servicer, any subservicer, or any of their
respective affiliates), who, on the applicable Payment Date, is entitled under the terms of such
Note to a



Form 9133
Page 4 of 6









 





Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

(212) 312-3000

(800) 352-0001




Financial Guaranty Insurance Policy




payment thereon. “Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as
of October 18, 2007, among the Seller, the Issuer, the Servicer and the Indenture Trustee.
“Indenture” means the Indenture, dated as of October 18, 2007, between the Issuer and the Indenture
Trustee. “Insurance Agreement” means the Insurance Agreement, dated as of October 18, 2007, among
Financial Guaranty, the Servicer, the Seller, the Issuer, the Indenture Trustee, the Owner Trustee
and the Originator.



In the event that payments under any Note are accelerated, nothing herein contained shall obligate
Financial Guaranty to make any payment of principal or interest on such Note on an accelerated
basis, unless such acceleration of payment by Financial Guaranty is at the sole option of Financial
Guaranty; it being understood that a redemption of any Notes pursuant to the Indenture does not
constitute acceleration for the purposes hereof.



Form 9133
Page 5 of 6









 





Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

(212) 312-3000

(800) 352-0001




Financial Guaranty Insurance Policy




IN WITNESS WHEREOF, Financial Guaranty has caused this Policy to be affixed with its corporate seal
and to be signed by its duly authorized officer in facsimile to become effective and binding upon
Financial Guaranty by virtue of the countersignature of its duly authorized representative.



	 	 	 	 	 	 	 
	President

	 	 	 	Authorized Representative	 	 
	 
	 	 	 	 	 	 
	/s/ Howard C. Pfeffer

	 	 
	 	/s/ Martin Joyce
	 	 
	 

	 	 	 	 	 	 
	Name: Howard C. Pfeffer

Title:   President

	 	 	 	Name: Martin Joyce

Title:   Authorized Representative	 	 






Effective Date: October 18, 2007




Form 9133
Page 6 of 6









 





EXHIBIT A




NOTICE OF NONPAYMENT

AND DEMAND FOR PAYMENT OF INSURED PAYMENTS





	To: 	 	Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

(212) 312-3000

Attention: Structured Finance Surveillance	 
	 
	 	 	Telephone: (212) 312-3000

Telecopier: (212) 312-3220	 






	Re:  	 	
$500,000,000 in aggregate note principal balance of Santander Drive Auto
Receivables Trust 2007-3 Asset Backed Notes, Class A-1 Notes, Class A-2-A
Notes, Class A-2-B Notes, Class A-3 Notes, Class A-4-A Notes and Class A-4-B
Notes (collectively, the “Notes”)
	 
	 
	 	 	Policy No. 07030061 (the “Policy”)	 





Payment Date:                                         




We refer to that certain Sale and Servicing Agreement, dated as of October 18, 2007 (the “Sale and
Servicing Agreement”), 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 trustee, relating to the above referenced Notes. All
capitalized terms not otherwise defined herein or in the Policy shall have the same respective
meanings assigned to such terms in the Sale and Servicing Agreement.



     The Indenture Trustee has determined under the Sale and Servicing Agreement that the
Deficiency Amount for the Payment Date occurring in                      is equal to $                    . This
Deficiency Amount constitutes an Insured Payment payable by Financial Guaranty under the Policy.



[In addition, attached hereto is a copy of the Final Order in connection with a Preference Amount
in the amount set forth therein, together with an assignment of rights and appointment of agent and
other documents required by the Policy in respect of Preference Amounts. The amount of the
Preference Amount is $                    . This Preference Amount constitutes an Insured Payment payable
by Financial Guaranty under the Policy.]



Accordingly, pursuant to the Sale and Servicing Agreement, this statement constitutes a notice for
payment of an Insured Payment by Financial Guaranty in the amount of $                     under the
Policy.



A-1









 






	(b)	 	No payment claimed hereunder is in excess of the amount payable under the Policy.






     The amount requested in this Notice should be paid to: [Payment Instructions]



Any person who knowingly and with intent to defraud any insurance company or other person files an
application for insurance or statement of claim containing any materially false information or
conceals for the purpose of misleading, information concerning any fact material thereto, commits a
fraudulent insurance act, which is a crime, and shall also be subject to a civil penalty not to
exceed Five Thousand Dollars ($5,000.00) and the stated value of the claim for each such violation.



     IN WITNESS WHEREOF, the Indenture Trustee has executed and delivered this Notice of Nonpayment
and Demand for Payment of Insured Payments this       day of                             .



	 	 	 	 	 
	 	 	, 
	 	
as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Title: 	 	 
	 	 	 	 
	 




A-2