efc8-0998_ex103.htm


    
      EXECUTION
VERSION

      EXHIBIT
10.3

       

      Elections
and Variables

      to
the 1994 ISDA Credit Support Annex

      To
the Schedule to the ISDA Master Agreement dated as of June 19, 2008

       

      between
Party A and Party B

       

      dated
as of

       

      June
19, 2008

       

      between

      


      
        	
                WACHOVIA
      BANK, NATIONAL ASSOCIATION (“Party A”)

              	
                and

              	
                WACHOVIA
      AUTO OWNER TRUST 2008-A (“Party B”)

              


      

      


      This
Annex supplements, forms part of, and is subject to, the ISDA Master Agreement
referred to above (this “Agreement”), is part of its Schedule and is a Credit
Support Document under this Agreement with respect to each party.

       

      Accordingly,
the parties agree as follows:

       

      Paragraphs
1 - 12.  Incorporation

       

      Paragraphs
1 through 12 inclusive of the ISDA Credit Support Annex (Bilateral Form) (ISDA
Agreements Subject to New York Law Only) published in 1994 by the International
Swaps and Derivatives Association, Inc. are incorporated herein by reference and
made a part hereof.

       

      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
      “not later than the close of business 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 listed in Annex A, Annex B and Annex C hereto 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 listed in Annex A, Annex B and Annex C hereto 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)(iii).

              


      

       

      
        	
                       
      (ii)

              	
                Eligible
      Collateral The instruments with the Valuation Percentages listed in
      (a) Annex A shall be applicable with respect to calculating Moody’s First
      Trigger Credit Support Amount and Moody’s Second Trigger Credit Support
      Amount, and (b) Annex B shall be applicable with respect to calculating
      S&P Credit Support Amount.

              


      

       

      
        	
                       
      (iii)

              	
                Thresholds.

              


      

       

      
        	
                 
      

              	
                (A)

              	
                “Independent
      Amount” 
      means with respect to Party
A:  Zero

              


      

       

      
        	
                 
      

              	
                (B)

              	
                “Independent
      Amount” means with respect to Party
    B:  Zero

              


      

       

      
        	
                 
      

              	
                (C)

              	
                “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) a
      Collateralization Event occurred when this Annex was executed, or (iv) at
      least 10 Local Business 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.

              


      

       

      
        	
                 
      

              	
                (D)

              	
                “Minimum
      Transfer Amount”
      means with respect to Party A: USD $100,000; provided, however, that
      if S&P is rating the Notes and the aggregate Note Balance of the rated
      Notes falls below $50,000,000, then the Minimum Transfer Amount shall mean
      USD $50,000.

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

       

       

      
        	
                 
      

              	
                (E)

              	
                “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 Notes and the aggregate Note Balance of the rated
      Notes 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).

              


      

       

      
        	
                 
      

              	
                (F)

              	
                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 that are, in all material respects, no
      less beneficial for Party B than those of this
  Agreement.”

              


      

       

      
        	
                (c)

              	
                Valuation
      and Timing.

              


      

       

      
        	
                 
      

              	
                (i)

              	
                “Valuation
      Agent” means Party A in all
  circumstances.

              


      

       

      
        	
                       
      (ii)

              	
                “Valuation
      Date” means
      either (a) each Local Business Day or (b) the first Local Business Day in
      each week, selected at the option of Party A with notice to Party B, in
      each case, when the Threshold is
zero.

              


      

       

      
        	
                        (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
      11:00 a.m., New York time, on a Local Business
  Day.

              


      

       

      
        	
                 
      

              	
                (v)

              	
                “Value” means for any
      Valuation Date or other date for which Value is calculated and subject to
      Paragraph 5 in the case of a dispute, with respect to: (i) Eligible
      Collateral or Posted Collateral that is: (A) Cash, the amount thereof
      multiplied by the applicable Valuation Percentage; (B) a security, the bid
      price obtained by the Valuation Agent multiplied by the applicable
      Valuation Percentage; (ii) Posted Collateral that consists of items that
      are not specified as Eligible Collateral, zero; and (iii) Other Eligible
      Support and Other Posted Support, as specified in Paragraph
      13.

              


      

       

      
        	
                (d)

              	
                Conditions
      Precedent and Secured Party’s Rights and Remedies.
      None.

              


      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                (e)

              	
                Substitution.

              


      

       

      
        	
                 
      

              	
                (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
      1:00 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 6(d)(ii) or included in the
      applicable price) as of such date;
and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                with
      respect to any Cash, the face amount thereof, multiplied by the applicable
      Valuation Percentage.

              


      

       

      
        	
                       
      (iii)

              	
                Alternative.  The
      provisions of Paragraph 5 will
apply.

              


      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                (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 shall (A) be 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 (x) a long term debt
or a deposit rating of at least Baa2 from Moody’s and (y) a short term rating of
at least A-1 from S&P (or if it does not have a short term rating from
S&P, a long term debt or a deposit rating of at least A+ from S&P), and
(B) hold all Eligible Credit Support in a segregated Eligible Deposit Account,
as defined in the Sale and Servicing Agreement.

       

      (3)           Initially,
the Custodian for Cash and Securities for Party B shall be: The Indenture
Trustee under the Indenture, or any successor trustee thereto.  If at
any time the Custodian does not have a short term rating of at least A-1 from
S&P (or if it does not have a short term rating from S&P, a long term
debt or a deposit rating of at least A+ from S&P), Party B must within 60
days obtain a replacement Custodian with at least such rating from
S&P.

       

      
        	
                       
      (ii)

              	
                Use of
      Posted Collateral.  The provisions of Paragraph 6(c) will
      not apply to Party B.   The Indenture Trustee shall invest
      Cash Posted Credit Support in such overnight (or redeemable within two
      Local Business Days of demand) investments rated at least (1) AAAm or
      AAAm-G by S&P and (2) Aaa or Prime -1 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
  

              


      

       

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

       

      
        	 	 	 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 and maintenance 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, and (b) in respect of Moody’s, the Moody’s First Trigger Credit Support
Amount, or the Moody’s Second Trigger Credit Support Amount.

       

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      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 Second Trigger Failure Condition 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:

       

      if
Moody’s First Trigger Credit Support Amount is calculated using DV01, 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; and

       

      if
Moody’s First Trigger Credit Support Amount is calculated without using DV01,
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; or

       

      
        	
                 
      

              	
                (B)

              	
                for
      any other Valuation Date, zero,
over

              


      

       

      
        	
                 
      

              	
                (II)

              	
                the
      Threshold for Party A on 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.

       

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      “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

       

      
        	
                 
      

              	
                (I)
      (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,

       

      if
Moody’s Second Trigger Credit Support Amount for a fixed schedule swap is
calculated using DV01the 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 Amount for such Transaction for the Calculation Period which includes
such Valuation Date;  and

       

      if
Moody’s Second Trigger Credit Support Amount for a fixed schedule swap is
calculated without using DV01the 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; or

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

      if such
Transaction is a Transaction-Specific Hedge,

       

      if
Moody’s Second Trigger Credit Support Amount for a fixed schedule swap is
calculated using DV01, 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; and 

       

      if Moody’s
Second Trigger Credit Support Amount for a Transaction-Specific Hedge is
calculated without using DV01the 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; or

       

      
        	
                 
      

              	
                (B)

              	
                for
      any other Valuation Date, zero,
over

              


      

       

      
        	
                 
      

              	
                (II)

              	
                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.

       

      “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%.

       

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      With
respect to S&P:

       

      “S&P Credit
Support Amount” means, for any Valuation Date, the excess, if any,
of:

       

      (I)           for
any Valuation Date on which (a) a Collateralization Event with respect to
S&P has occurred and been continuing (i) for at least 10 Local Business Days
or (ii) when this Annex was executed and (b) a Ratings Event with respect to
S&P has not occurred and been continuing for at least 10 Local Business
Days, the excess, if any, of (A) an amount equal to the aggregate Secured
Party’s Exposure for such Valuation Date with respect to all Transactions, over
(B) the Threshold for Party A for such Valuation Date, or

       

      (II)           for
any Valuation Date on which a Ratings Event with respect to S&P has occurred
and been continuing for at least 10 Local Business Days, the excess, if any of
(A) an amount equal to the product of (x) the aggregate Secured Party’s Exposure
for such Valuation Date with respect to all Transactions, and (y) 125%, over (B)
the Threshold for Party A for such Valuation Date, or

       

      (III)           for
any other Valuation Date, zero.

       

      
        	
                       
      (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.

              


      

       

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                 
      

              	
                (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 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 Owner Trustee not individually or personally but
solely as Owner Trustee of the Trust, in the exercise of the powers and
authority conferred and vested in it under the Trust Agreement, (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 Owner 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 Owner 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 Owner 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 or any other related documents as to
all of which recourse shall be had solely to the assets of the Trust in
accordance with the terms of the Trust Agreement; unless the Owner Trustee was
grossly negligent or acted with willful misconduct.

       

      
        	
                       
      (vii)

              	
                Event of
      Default

              


      

       

      Subclause
(iii) of Paragraph 7 shall not apply to Party B.

       

      [Signature
page follows]

       


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      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.

       

      
        	
                WACHOVIA
      BANK, NATIONAL ASSOCIATION

              	
                WACHOVIA
      AUTO OWNER TRUST 2008-A

                By:WILMINGTON
      TRUST COMPANY, not in its individual capacity but solely in its capacity
      as Owner Trustee

                 

              
	
                By: /s/ Kim V.
      Farr                                                      

                Name:
      Kim V. Farr

                Title:
      Director

              	
                By: /s/ J. Christopher
      Murphy                                                                

                Name:
      J. Christopher Murphy

                Title:
      Financial Services Officer

                 

              


      

      



      
        
           


        

        
          S-1

          
            

          

        

        
           


        

      


      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

                Weighted
      Average Life

                of
      Hedge in Years

              	
                Daily

                Collateral

                Posting

              	
                Weekly

                Collateral

                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%

              	 
      


      

       

       

      
        
          
          

        

        
          Table
1-1

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                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%

              	 
      


      

      



      
        
           


        

        
          Table
1-2

          
            

          

        

        
           


        

      


      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

                Weighted
      Average Life

                of
      Hedge in Years

              	
                Daily

                Collateral

                Posting

              	
                Weekly

                Collateral

                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%

              


      

      



      
        
           


        

        
          Table
2-1

          
            

          

        

        
           


        

      


      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

                Weighted
      Average Life

                of
      Hedge in Years

              	
                Daily

                Collateral

                Posting

              	
                Weekly

                Collateral

                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%

              


      

       

       

       

      
        
          
          

        

        
          Table
3-1

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                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%

              


      

      



      
        
           


        

        
          Table
3-2

          
            

          

        

        
           


        

      


      Annex A

      


      
        	
                Instrument*

              	
                Valuation
      Percentages applicable with respect to calculating Moody’s First Trigger
      Credit Support Amount

              	
                Valuation
      Percentages applicable with respect to calculating Moody’s Second Trigger
      Credit Support Amount

              
	
                U.S.
      Dollar Cash

              	
                100%

              	
                100%

              
	
                Euro
      Cash

              	
                97%

              	
                93%

              
	
                Sterling
      Cash

              	
                97%

              	
                94%

              
	
                Fixed
      Rate Negotiable Treasury Debt issued by U.S. Treasury Department with
      Remaining Maturity:

              
	
                <1 Year

              	
                100%

              	
                100%

              
	
                1 to 2 years

              	
                100%

              	
                99%

              
	
                2 to 3 years

              	
                100%

              	
                98%

              
	
                3 to 5 years

              	
                100%

              	
                97%

              
	
                5 to 7 years

              	
                100%

              	
                95%

              
	
                7 to 10 years

              	
                100%

              	
                94%

              
	
                10 to 20 years

              	
                100%

              	
                89%

              
	
                > 20 years

              	
                100%

              	
                87%

              
	
                Floating-Rate
      Negotiable U.S. Dollar Denominated Treasury Debt Issued by The U.S.
      Treasury Department

              
	
                All Maturities

              	
                100%

              	
                99%

              
	
                Fixed-Rate
      U.S. Dollar Denominated U.S. Agency Debentures with Remaining
      Maturity:

              
	
                < 1 Year

              	
                100%

              	
                99%

              
	
                1 to 2 years

              	
                100%

              	
                98%

              
	
                2 to 3 years

              	
                100%

              	
                97%

              
	
                3 to 5 years

              	
                100%

              	
                96%

              
	
                5 to 7 years

              	
                100%

              	
                94%

              
	
                7 to 10 years

              	
                100%

              	
                93%

              
	
                10 to 20 years

              	
                100%

              	
                88%

              
	
                > 20 years

              	
                100%

              	
                86%

              
	
                Floating-Rate
      U.S. Dollar Denominated U.S. Agency Debentures

              
	
                All maturities

              	
                100%

              	
                98%

              
	
                Fixed-Rate
      Euro Denominated Euro-Zone Government Bonds Rated Aa3 or Above by Moody’s
      with Remaining Maturity:

              
	
                < 1 Year

              	
                97%

              	
                93%

              
	
                1 to 2 years

              	
                97%

              	
                92%

              
	
                2 to 3 years

              	
                97%

              	
                91%

              
	
                3 to 5 years

              	
                97%

              	
                89%

              
	
                5 to 7 years

              	
                97%

              	
                87%

              
	
                7 to 10 years

              	
                97%

              	
                86%

              
	
                10 to 20 years

              	
                97%

              	
                82%

              
	
                > 20 years

              	
                97%

              	
                80%

              
	
                Floating-Rate
      Euro Denominated Euro-Zone Government Bonds Rated Aa3 or Above by
      Moody’s

              
	
                All maturities:

              	
                97%

              	
                92%

              
	
                Commercial
      Paper Rated P1 or
      above by Moody’s

              
	 
      	
                0%

              	
                0%

              


      

      


      *with
respect to collateral types not listed below, such assets will be subject to
review by Moody’s


      
        
           


        

        
          Annex
A-1

          
            

          

        

        
           


        

      


      Annex B

      


      
        	
                Instrument*

              	
                Valuation
      Percentages applicable with respect to calculating in S&P Credit
      Support Amount in connection with a Collateralization
Event

              	
                Valuation
      Percentages applicable with respect to calculating in S&P Credit
      Support Amount in connection with a Ratings Event

              
	
                Daily

              	
                Weekly

              	
                Daily

              	
                Weekly

              
	
                U.S.
      Dollar Cash

              	
                100%

              	
                100%

              	
                80%

              	
                80%

              
	
                Euro
      Cash

              	
                95.1%

              	
                92.6%

              	
                76.1%

              	
                74.1%

              
	
                Sterling
      Cash

              	
                96.1%

              	
                94.1%

              	
                76.9%

              	
                75.3%

              
	
                Fixed-Rate
      Negotiable Treasury Debt Issued by The U.S. Treasury Department with
      Remaining Maturity of:

              
	
                <1
      Year

              	
                98.9%

              	
                98.0%

              	
                79.1%

              	
                78.4%

              
	
                1
      to 2 years

              	
                98.0%

              	
                98.0%

              	
                78.4%

              	
                78.4%

              
	
                2
      to 3 years

              	
                98.0%

              	
                98.0%

              	
                78.4%

              	
                78.4%

              
	
                3
      to 5 years

              	
                98.0%

              	
                98.0%

              	
                78.4%

              	
                78.4%

              
	
                5
      to 7 years

              	
                93.7%

              	
                92.6%

              	
                75.0%

              	
                74.1%

              
	
                7
      to 10 years

              	
                92.6%

              	
                92.6%

              	
                74.1%

              	
                74.1%

              
	
                10
      to 20 years

              	
                91.1%

              	
                87.9%

              	
                72.9%

              	
                70.3%

              
	
                >
      20 years

              	
                88.6%

              	
                84.6%

              	
                70.9%

              	
                67.7%

              
	
                Fixed-Rate
      U.S. Agency Debentures with Remaining Maturity:

              
	
                <
      1 Year

              	
                98.5%

              	
                98.0%

              	
                78.8%

              	
                78.4%

              
	
                1
      to 2 years

              	
                98.0%

              	
                98.0%

              	
                78.4%

              	
                78.4%

              
	
                2
      to 3 years

              	
                98.0%

              	
                98.0%

              	
                78.4%

              	
                78.4%

              
	
                3
      to 5 years

              	
                98.0%

              	
                98.0%

              	
                78.4%

              	
                78.4%

              
	
                5
      to 7 years

              	
                92.6%

              	
                92.6%

              	
                74.1%

              	
                74.1%

              
	
                7
      to 10 years

              	
                92.6%

              	
                92.6%

              	
                74.1%

              	
                74.1%

              
	
                10
      to 20 years

              	
                87.7%

              	
                82.6%

              	
                70.2%

              	
                66.1%

              
	
                >
      20 years

              	
                84.4%

              	
                77.9%

              	
                67.5%

              	
                62.3%

              
	
                Fixed-Rate
      Euro-Zone Government Bonds Rated ‘AAA’ by S&P with Remaining
      Maturity

              
	
                <
      1 Year

              	
                98.8%

              	
                95.2%

              	
                79.0%

              	
                76.2%

              
	
                1
      to 2 years

              	
                97.9%

              	
                95.2%

              	
                78.3%

              	
                76.2%

              
	
                2
      to 3 years

              	
                96.9%

              	
                95.2%

              	
                77.5%

              	
                76.2%

              
	
                3
      to 5 years

              	
                95.2%

              	
                95.2%

              	
                76.2%

              	
                76.2%

              
	
                5
      to 7 years

              	
                88.7%

              	
                87.0%

              	
                71.0%

              	
                69.6%

              
	
                7
      to 10 years

              	
                87.0%

              	
                87.0%

              	
                69.6%

              	
                69.6%

              
	
                10
      to 20 years

              	
                75.5%

              	
                72.5%

              	
                60.4%

              	
                58.0%

              


      

      


      *with
respect to collateral types not listed below, such assets will be subject to
review by S&P

       

      


      Annex B-1