efc8-0998_ex102.htm


    
      EXECUTION
VERSION

      Exhibit
10.2

      SCHEDULE

      to
the

      MASTER
AGREEMENT

      dated
as of June 19, 2008 between

      WACHOVIA
BANK, NATIONAL ASSOCIATION (“Party
A”)

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

      


      Part
1.   Termination
Provisions

      


      (a)           “Specified Entity”
means, with respect to Party A for all purposes of this Agreement, none
specified, and with respect to Party B for all purposes of this Agreement, none
specified.

      


      (b)           “Specified
Transaction” has its meaning as defined in Section 14 of this
Agreement.

      


      (c)           The
“Automatic Early
Termination” provision of Section 6(a) of this Agreement does not apply
to Party A or Party B.

      


      (d)           The
“Transfer to Avoid
Termination Event” provision of Section 6(b)(ii) shall be amended by
deleting the words “or if a Tax Event Upon Merger occurs and the Burdened Party
is the Affected Party.”

      


      (e)           Payments on Early
Termination.  Except as otherwise provided in this Schedule,
“Market Quotation” and the “Second Method” apply.  In the case of any
Terminated Transaction that is, or is subject to, any unexercised option, the
words “economic equivalent of any payment or delivery” appearing in the
definition of “Market Quotation” shall be construed to take into account the
economic equivalent of the option.

      


      (f)           “Termination Currency”
means United States Dollars.

      


      (g)           Timing of Party B
Termination Payment.  If an amount calculated as being due in
respect of an Early Termination Date under Section 6(e) of this Agreement is an
amount to be paid by Party B to Party A then, notwithstanding the provisions of
Section 6(d)(ii) of this Agreement, such amount will be payable on the first
Distribution Date following the date on which the payment would have been
payable as determined in accordance with Section 6(d)(ii), and on any subsequent
Distribution Date until paid in full (or, if such Early Termination Date is the
final Distribution Date, on such final Distribution Date; provided that if the
date on which the payment would have been payable as determined in accordance
with Section 6(d)(ii) is a Distribution Date, then the payment will be payable
on the date determined in accordance with Section 6(d)(ii).

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      (h)           Limitation on Defaults by
Party A and
Party B.  The
Events of Default specified in Section 5 of this Agreement shall not apply
to Party A or Party B except for the following:

      


      (i)           Section 5(a)(i)
of this Agreement (Failure to Pay or Deliver) subject to the provisions of the
last paragraph of this Part 1(h);

      


      (ii)          With
respect to Party A only, Section 5(a)(ii) of this Agreement (Breach of
Agreement); provided that Section 5(a)(ii) will not apply to Party A with
respect to Party A's failure to comply with its obligations under Part 5(b)(ii)
or 5(b)(iii) herein or under the Credit Support Annex;

      


      (iii)         With
respect to Party A only, Section 5(a)(iii) of this Agreement (Credit
Support Default) subject to the provisions of the last paragraph of this Part
1(h); provided that Section 5(a)(iii)(1) shall apply to Party B with respect to
Party B’s obligations under Paragraph 3(b) of any Credit Support
Annex;

      


      (iv)        
With respect to Party A only, Section 5(a)(iv) of this Agreement
(Misrepresentation);

      


      (v)          With
respect to Party A only, Section 5(a)(vi) of this Agreement (Cross
Default).  For the purposes of this Part 1 h(v), “Threshold Amount”
shall mean, with respect to Party A, (x) 3% of Wachovia Bank, National
Association’s “Total Equity Capital” as described in its most recently published
Call Report, or (y) if Party A is not Wachovia Bank, National Association, 3% of
the shareholder’s equity (excluding deposits) of such Person; “Specified
Indebtedness,” with respect to Party A, shall have the meaning specified in
Section 14, provided that Specified Indebtedness shall not include deposits
received in the course of Party A’s ordinary banking business; and “Call Report”
shall mean, a “Consolidated Reports of Condition and Income for a Bank with
Domestic and Foreign Officers” of Wachovia Bank, National Association, filed
with Federal Deposit Insurance Corporation on a quarterly basis or, if such form
is not required to be filed, such other comparable form applicable to Wachovia
Bank, National Association from time to time.

      


      (vi)         Section 5(a)(vii)
of this Agreement (Bankruptcy); provided that
clauses (2), (7) and (9) thereof shall not apply with respect to Party B,
provided further that
clause (4) shall not apply to Party B to the extent that it refers to
proceedings or petitions instituted or presented by Party A or any of its
Affiliates, provided
further that clause (6) shall not apply to Party B to the extent that it refers
to (i) any appointment that is effected by or pursuant to the Basic Documents or
(ii) any appointment to which Party B has not become subject, and provided further that clause
(8) shall apply to Party B to the extent that such clause (8) relates to clauses
(1), (3), (4), (5) and (6) (except to the extent that such provisions are not
applied to Party B); and

      


      (vii)        Section 5(a)(viii)
of this Agreement (Merger Without Assumption).

       

       

       

      
        
          
          

        

        
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      Notwithstanding
Sections 5(a)(i) and 5(a)(iii) of this Agreement, any failure by Party A to
comply with or perform any obligation to be complied with or performed by Party
A under the Credit Support Annex shall not be an Event of Default unless (A) (i)
the Second Rating Trigger Requirements apply and at least 30 Local Business Days
have elapsed since the last time the Second Rating Trigger Requirements did not
apply and (ii) such failure is not remedied on or before the third Local
Business Day after notice of such failure is given to Party A, or (B) (i) a
Ratings Event has occurred and is continuing and at least 10 Local Business Days
have elapsed since the date a Ratings Event occurred and (ii) such failure is
not remedied on or before the third Local Business Day after notice of such
failure is given to Party A.

       

      (i)           Limitation on Termination
Events by Party A and Party B.  The Termination Events
specified in Section 5 of this Agreement shall not apply to Party A or
Party B except for the following:

      


      (i)           Section 5(b)(i)
of this Agreement (Illegality);

      


      (ii)          Section
5(b)(ii) of this Agreement (Tax Event); provided that Section
5(b)(ii) shall be amended by deleting the words “(x) any action taken by a
taxing authority, or brought in a court of competent jurisdiction, on or after
the date on which a Transaction is entered into (regardless of whether such
action is taken or brought with respect to a party to this Agreement) or (y)”;
and

      


      (iii)         Section
5(b)(iii) of this Agreement (Tax Event Upon Merger); provided that Party A shall
not be entitled to designate an Early Termination Date by reason of a Tax Event
upon Merger in respect of which it is the Affected Party.

      


      (j)       Additional Termination
Events.  The occurrence of any of the following events shall be
an Additional Termination Event.

      


      (i)           First Rating Trigger
Collateral. Party A has failed to comply with or perform any obligation
to be complied with or performed by Party A in accordance with the Credit
Support Annex and either (1) the Second Rating Trigger Requirements do not apply
or (2) less than 30 Local Business Days have elapsed since the last time the
Second Rating Trigger Requirements did not apply.  With respect to the
foregoing Additional Termination Event, Party A shall be the sole Affected Party
and all Transactions shall be Affected Transactions.

      


      (ii)          Second Rating Trigger
Replacement.  (1) The Second Rating Trigger Requirements apply
and 30 or more Local Business Days have elapsed since the last time the Second
Rating Trigger Requirements did not apply and (2) at least one Eligible
Replacement has made a Firm Offer that would, assuming the occurrence of an
Early Termination Date, qualify as a Market Quotation (on the basis that
paragraphs (i) and (iii) in Part 1(k) (Calculations) below apply) and which
remains capable of becoming legally binding upon acceptance.  With
respect to the foregoing Additional Termination Event, Party A shall be the sole
Affected Party and all Transactions shall be Affected Transactions.

       

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      The
“Second Rating Trigger
Requirements” applies when no Relevant Entity has credit ratings at least
equal to the Second Trigger Required Ratings.

      


      “Firm Offer” means an
offer which, when made, was capable of becoming legally binding upon
acceptance.

       

      (iii)         Collateralization
Event.  Party A fails to comply with or perform any obligation
to be complied with or performed by Party A in accordance with the Credit
Support Annex.  With respect to the foregoing Additional Termination
Event, Party A shall be the sole Affected Party and all Transactions shall be
Affected Transactions.

       

      (iv)        
Ratings
Event.  Upon the occurrence and continuation of a Ratings
Event, Party A fails to comply with the provisions as set forth in Part
5(b)(iii), after giving effect to the relevant time frame specified
therein.  With respect to the foregoing Additional Termination Event,
Party A shall be the sole Affected Party and all Transactions shall be Affected
Transactions.

      


      (v)          Termination.  Wachovia
Auto Owner Trust 2008-A is terminated or otherwise dissolved.  With
respect to the foregoing Additional Termination Event, Party B shall be the sole
Affected Party and all Transactions shall be Affected Transactions.

      


      (vi)         Acceleration.  The
Indenture Trustee declares the Notes due and payable for any reason and such
declaration is (or becomes) unrescindable or irrevocable.  With
respect to the foregoing Additional Termination Event, Party B shall be the sole
Affected Party and all Transactions shall be Affected Transactions.

      


      (vii)        Redemption.  Any
mandatory redemption, auction call redemption, optional redemption, tax
redemption, clean-up call or other prepayment in full or repayment in full of
all Notes outstanding occurs under the Indenture (or any notice is given to that
effect and such mandatory redemption, auction call redemption, optional
redemption, tax redemption, clean-up call or other prepayment or repayment is
not capable of being rescinded).  With respect to the foregoing
Additional Termination Event, Party B shall be the sole Affected Party and all
Transactions shall be Affected Transactions.

      


      (viii)       Default.  Any
Event of Default (as defined in the Indenture) occurs under the Indenture (or
any notice is given by the Indenture Trustee or any other authorized party to
that effect), the Notes have been declared due and payable under the Indenture
(and such declaration has not been rescinded and annulled in accordance with the
Indenture), and the Indenture Trustee, the Noteholders or any other party
authorized under the terms of the Basic Documents or by law: (1) sells,
liquidates or disposes of any of the Collateral under the Indenture; (2)
institutes Proceedings for the collection of all amounts payable under the
Indenture; (3) institutes Proceedings for the complete or partial foreclosure of
the Indenture with respect to the Collateral; or (4) exercises any remedies of a
secured party under the UCC with respect to the Collateral, and any such action
is not subject to judgment or final decree.  With respect to the
foregoing 

       

       

      
        
          
          

        

        
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      Additional
Termination Event, Party B shall be the sole Affected Party and all Transactions
shall be Affected Transactions; provided, however, that in connection with the
foregoing Additional Termination Event, for purposes of designating any Early
Termination Date, notwithstanding anything contained in Section 6(b) of
this Agreement to the contrary, either Party A or Party B shall be permitted to
designate an Early Termination Date; provided further that the Early Termination
Date shall be no earlier than the day the notice of commencement of liquidation
is effective and can no longer be rescinded or annulled.

      


      (ix)          Amendment.  The
Indenture, the Sale and Servicing Agreement, or any provision or definition set
forth in any other Basic Document which is incorporated by reference in the
Indenture or Sale and Servicing Agreement is amended or modified without the
prior written consent of Party A where such consent is required under the terms
of the related Basic Document, and such amendment or modification could have a
material adverse effect on Party A; provided, however, that it
shall not be an Additional Termination Event where such amendment or
modification involves the appointment of any successor trustee, master servicer
or  pursuant to the terms of the Indenture.  With respect to
the foregoing Additional Termination Event, Party B shall be the sole Affected
Party and all Transactions shall be Affected Transactions.

      


      Notwithstanding
anything in Section 6 of this Agreement and Part 1(g) hereof to the contrary,
any amounts due as result of the occurrence of an Additional Termination Event
described in Part 1(j)(v) through (ix) of this Schedule may be calculated prior
to the Early Termination Date and shall be payable on the Early Termination
Date.

      


      (k)          Calculations.  Notwithstanding
Section 6 of this Agreement, for so long as Party A is (A) the sole Affected
Party in respect of an Additional Termination Event or a Tax Event Upon Merger
or (B) the Defaulting Party in respect of any Event of Default, the following
shall apply:

      


      (i)           The
definition of “Market
Quotation” shall be deleted in its entirety and replaced with the
following:

      


      “Market Quotation”
means, with respect to one or more Terminated Transactions, a Firm Offer which
is (1) made by an Eligible Replacement, (2) for an amount that would be paid to
Party B (expressed as a negative number) or by Party B (expressed as a positive
number) in consideration of an agreement between Party B and such Eligible
Replacement to enter into a transaction (the “Replacement Transaction”) that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transactions
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have been required after that date, (3) made on
the basis that Unpaid Amounts in respect of the Terminated Transaction or group
of Transactions are to be excluded but, 

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      without
limitation, any payment or delivery that would, but for the relevant Early
Termination Date, have been required (assuming satisfaction of each applicable
condition precedent) after that Early Termination Date is to be included and (4)
made in respect of a Replacement Transaction with terms that are, in all
material respects, no less beneficial for Party B than those of this Agreement
(save for the exclusion of provisions relating to Transactions that are not
Terminated Transactions), as determined by Party B.

      


      (ii)          The
definition of “Settlement Amount”
shall be deleted in its entirety and replaced with the following:

      


      “Settlement Amount”
means, with respect to any Early Termination Date, an amount (as determined by
Party B) equal to the Termination Currency Equivalent of the amount (whether
positive or negative) of any Market Quotation for the relevant Terminated
Transaction or group of Terminated Transactions that is accepted by Party B so
as to become legally binding; provided that:

      


      (A)         If,
on the day falling ten Local Business Days after the day on which the Early
Termination Date is designated or such later day as Party B may specify in
writing to Party A (but in either case no later than the Early Termination Date)
(such day the “Latest Settlement Amount Determination Day”), no Market Quotation
for the relevant Terminated Transaction or group of Terminated Transactions has
been accepted by Party B so as to become legally binding and one or more Market
Quotations have been made and remain capable of becoming legally binding upon
acceptance, the Settlement Amount shall equal the Termination Currency
Equivalent of the amount (whether positive or negative) of the lowest of such
Market Quotations (for the avoidance of doubt, the lowest Market Quotation of
such Market Quotations expressed as a positive number, or, if any of such Market
Quotations is expressed as a negative number, the Market Quotation expressed as
a negative number with the largest absolute value); or

      


      (B)          If,
on the Latest Settlement Amount Determination Day, no Market Quotation for the
relevant Terminated Transaction or group of Terminated Transactions is accepted
by Party B so as to become legally binding and no Market Quotations have been
made and remain capable of becoming legally binding upon acceptance, the
Settlement Amount shall equal Party B’s Loss (whether positive or negative and
without reference to any Unpaid Amounts) for the relevant Terminated Transaction
or group of Terminated Transactions.

      


      (iii)          In
determining whether or not a Firm Offer satisfies the condition in sub paragraph
(4) of the definition of Market Quotation,  Party B shall act in a
commercially reasonable manner.

       

       

       

      
        
          
          

        

        
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      (iv) At
any time on or before the Latest Settlement Amount Determination Day at which
two or more Market Quotations remain capable of becoming legally binding upon
acceptance, Party B shall be entitled to accept only the lowest of such Market
Quotations.

      


      (v)  If
Party B requests Party A in writing to obtain Market Quotations, Party A shall
use its reasonable efforts to do so before the Latest Settlement Amount
Determination Day.

      


      (vi) If
the Settlement Amount is a negative number, Section 6(e)(i)(3) of this Agreement
shall be deleted in its entirety and replaced with the following:

      


      Second Method and Market
Quotation.  If Second Method and Market Quotation apply, (1)
Party B shall pay to Party A an amount equal to the absolute value of the
Settlement Amount in respect of the Terminated Transactions, (2) Party B shall
pay to Party A the Termination Currency Equivalent of the Unpaid Amounts owing
to Party A and (3) Party A shall pay to Party B the Termination Currency
Equivalent of the Unpaid Amounts owing to Party B; provided that, (i) the
amounts payable under (2) and (3) shall be subject to netting in accordance with
Section 2(c) of this Agreement and (ii) notwithstanding any other provision of
this Agreement, any amount payable by Party A under (3) shall not be netted-off
against any amount payable by Party B under (1).

      


      (l)           Designation of Early
Termination Date; Amendments.  Notwithstanding any other
provision of this Agreement, (A) Party B shall not designate an Early
Termination Date unless each Rating Agency has been given prior written notice
of such designation and (B) this Agreement may not be amended, modified or
waived  unless each Rating Agency has been given prior written notice
of such amendment or designation and the Rating Agency Condition is
satisfied.

      


      Part
2.                      Tax
Provisions

      


      (a)           Payer Tax
Representations.  For the purpose of Section 3(e) of this
Agreement, each party makes the following representation:

      


      None.

      


      (b)           Gross
Up.  Section 2(d)(i)(4) shall not apply to Party B as X, and
Section 2(d)(ii) shall not apply to Party B as Y, in each case such that Party B
shall not be required to pay any additional amounts referred to
therein.

      


      (c)           Indemnifiable
Tax.  The definition of “Indemnifiable Tax” in Section 14 is
deleted in its entirety and replaced with the following:

      


      “Indemnifiable Tax”
means, in relation to payments by Party A, any Tax and, in relation to payments
by Party B, no Tax.

       

       

       

      
        
          
          

        

        
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      (d)           Payee Tax
Representations.  For the purpose of Section 3(f) of this
Agreement:

      


      (i)           Party A makes the following
representation(s):  None

      


      (ii)          Party B makes the following
representation(s):  None

      


      (e)           Tax
Forms.

      


      (i)           Delivery of Tax
Forms.  For the purpose of Section 4(a)(i), and without
limiting Section 4(a)(iii), each party agrees to duly complete, execute and
deliver to the other party the tax forms specified below with respect to it (A)
on the Closing Date, (B) promptly upon reasonable demand by the other Party and
(C) promptly upon learning that any such form previously provided by such Party
has become obsolete or incorrect.

      


      (ii)          Tax Forms to be Delivered by
Party A:

      


      None
specified.

      


      (iii)         Tax forms to be Delivered by
Party B:

      


      Subject
to Section 4(a)(iii), any document required or reasonably requested to allow
Party A to make payments under this Agreement without any deduction or
withholding on account of any Tax.

      


      Part
3.      Documents

      


      (a)           Delivery of
Documents.  When it delivers this Agreement, each party shall
also deliver its Closing Documents to the other party in form and substance
reasonably satisfactory to the other party.  For each Transaction, a
party shall deliver, promptly upon request, a duly executed incumbency
certificate for the person(s) executing the Confirmation for that Transaction on
behalf of that party.

      


      (b)           Closing
Documents.

      


      (i)           For
Party A, “Closing
Documents” mean:

      


      (A)        an
opinion of Party A’s counsel addressed to Party B and the Rating Agencies in
form and substance acceptable to Party B and the Rating Agencies;

      


      (B)        
a duly executed incumbency certificate for each person executing this Agreement
for Party A, or in lieu thereof, a copy of the relevant pages of its official
signature book; and

       

       

       

       

      
        
          
          

        

        
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      (C)         each
Credit Support Document (if any) specified for Party A in this Schedule,
together with a duly executed incumbency certificate for the person(s) executing
that Credit Support Document, or in lieu thereof, a copy of the relevant pages
of its official signature book.

      


      (ii)          For
Party B, “Closing
Documents” mean:

      


      (A)        
an opinion of Party B’s counsel addressed to Party A and the Rating Agencies in
form and substance acceptable to Party A and the Rating Agencies;

      


      (B)          a
duly executed copy of the Indenture and the other Basic Documents relating
thereto and referred to therein, executed and delivered by the parties thereto;
and

      


      (C)          a
copy, certified by the secretary or assistant secretary of Party B, of the
resolutions of the board of directors of Party B authorizing the execution,
delivery and performance by Party B of this Agreement and authorizing Party B to
enter into Transactions hereunder; and

      


      (D)          a
duly executed certificate of the secretary or assistant secretary of Party B
certifying the name and true signature of each person authorized to execute this
Agreement and enter into Transactions for Party B.

      


      Part
4.        Miscellaneous

      


      (a)           Addresses for
Notices.  For purposes of Section 12(a) of this Agreement,
all notices to a party shall, with respect to any particular Transaction, be
sent to its address specified in the relevant Confirmation, provided that any notice
under Section 5 or 6 of this Agreement, and any notice under this Agreement
not related to a particular Transaction, shall be sent to a party at its
address, telex number or facsimile number specified below; provided, further, that any
notice under the Credit Support Annex shall be sent to a party at its
address, telex number or facsimile number specified in the Credit Support
Annex.

      


      To Party
A:

      


      WACHOVIA
BANK, NATIONAL ASSOCIATION

      301 South
College, DC-8

      Charlotte,
NC 28202-0600

      Attention:
Derivatives Documentation Group

      Fax:
(704) 383-0575

      Phone:
(704) 383-8778

       

       

       

      
        
          
          

        

        
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      To Party
B:

      


      c/o
Wilmington Trust Company, as Owner Trustee

      1100
North Market Street

      Wilmington,
Delaware  19890-1605

      Attention:  Corporate
Trust Administration

      


      (b)           Process
Agent.  For the purpose of Section 13(c) of this
Agreement:

      


      Party A
appoints as its Process Agent:  Not applicable

      


      Party B
appoints as its Process Agent:  Not applicable.

      


      (c)           Offices.  The
provisions of Section 10(a) will apply to this Agreement.

      


      (d)           Multibranch
Party.  For the purpose of Section 10(c) of this Agreement,
neither party is a Multibranch Party.

      


      (e)           “Calculation Agent”
means Party A.

      


      (f)           Credit Support
Document.

      


      (i)           For
Party A, the following is a Credit Support Document: the Credit Support
Annex dated the date hereof (the “Credit Support
Annex”) and duly executed and delivered by Party A and Party B in
conjunction or contemporaneously with this Schedule, and any Eligible Guarantee,
if applicable.

      


      (ii)          For
Party B, the following is a Credit Support Document: the Credit Support
Annex.

      


      (g)           Credit Support
Provider.

      


      (i)    For
Party A, Credit Support Provider means the guarantor under any Eligible
Guarantee, if applicable.

      


      (ii)   For
Party B, none specified.

      


      (h)          Governing
Law.  This Agreement will be governed by and construed in
accordance with the law (and not the law of conflicts except with respect to
§§ 5-1401 and 5-1402 of the New York General Obligations Law) of the State
of New York.

      


      (i)           Waiver of Jury
Trial.  TO THE
EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING IN CONNECTION WITH THIS
AGREEMENT, ANY CREDIT SUPPORT DOCUMENT TO WHICH IT IS A PARTY, OR ANY
TRANSACTION.

       

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      (j)           Netting of
Payments.  Section 2(c)(ii) of this Agreement will apply
to all Transactions.

      


      (k)           “Affiliate” has its
meaning as defined in Section 14 of this Agreement, provided that Party B
shall be deemed to have no Affiliates.

      


      (l)           Severability.  If
any term, provision, covenant, or condition of this Agreement, or the
application thereof to any party or circumstance, shall be held to be illegal,
invalid or unenforceable (in whole or in part) for any reason, the remaining
terms, provisions, covenants and conditions hereof shall continue in full force
and effect as if this Agreement had been executed with the illegal, invalid or
unenforceable portion eliminated, so long as this Agreement as so modified
continues to express, without material change, the original intentions of the
parties as to the subject matter of this Agreement and the deletion of such
portion of this Agreement will not substantially impair the respective benefits
or expectations of the parties to this Agreement; provided that this
severability provision shall not be applicable if any provision of Section 2, 5,
6, 13 or Part 1(c) (or any definition in Section 14 to the extent it relates to,
or is used in or in connection with any such Section or Part) shall be so held
to be invalid or unenforceable.

      


      (m)         Single
Agreement.  Section 1(c) shall be amended by adding the words
“, the credit support annex entered into between Party A and Party B in relation
to this Agreement” after the words “Master Agreement.”

      


      (n)          Local Business Day.
The definition of Local Business Day in Section 14 of this Agreement shall be
amended by the addition of the words “or any Credit Support Document” after
“Section 2(a)(i)” and the addition of the words “or Credit Support Document”
after “Confirmation”.

      


      Part
5.    Other
Provisions

      


      (a)           2006 ISDA
Definitions.  This Agreement and each Transaction are subject
to the 2006 ISDA Definitions published by the International Swaps and
Derivatives Association, Inc. (the “2006 ISDA Definitions”) and will be governed
by the provisions of the 2006 ISDA Definitions.  The provisions of the
2006 ISDA Definitions are incorporated by reference in, and shall form part of,
this Agreement and each Confirmation.  Any reference to a “Swap
Transaction” in the 2006 ISDA Definitions is deemed to be a reference to a
“Transaction” for purposes of this Agreement or any Confirmation, and any
reference to a “Transaction” in this Agreement or any Confirmation is deemed to
be a reference to a “Swap Transaction” for purposes of the 2006 ISDA
Definitions.  The provisions of this Agreement (exclusive of the 2006
ISDA Definitions) shall prevail in the event of any conflict between such
provisions and the 2006 ISDA Definitions.

       

       

       

      
        
          
          

        

        
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      (b)           Downgrade
Provisions.

      


      (i)           Second Trigger Failure
Condition.  So long as the Second Rating Trigger Requirements
apply, Party A shall, at its own expense use commercially reasonable
efforts, as soon as reasonably practicable, to either (x) furnish an Eligible
Guarantee of Party A’s obligations under this Agreement from a guarantor that
maintains the First Trigger Required Ratings and/or the Second Trigger Required
Ratings or (y) obtain an Eligible Replacement pursuant to Part 6(a) that assumes
the obligations of Party A under this Agreement (through a novation or
other assignment and assumption agreement in form and substance reasonably
satisfactory to Party B) or replaces the outstanding Transactions hereunder
with transactions on identical terms, except that Party A shall be replaced
as counterparty.

      


      (ii)      Collateralization
Event.  It shall be a collateralization event (“Collateralization
Event”) if either (x) the unsecured, short-term debt obligations of the
Relevant Entity are rated below “A-1” by S&P or (y) if the Relevant Entity
does not have a short-term rating from S&P, the unsecured, long-term senior
debt obligations of a Relevant Entity are rated below “A+” by
S&P,.  For the avoidance of doubt, the parties hereby acknowledge
and agree that notwithstanding the occurrence of a Collateralization Event, this
Agreement and each Transaction hereunder shall continue to be a Swap Agreement
for purposes of the Indenture.  Within 10 Local Business Days from the
date a Collateralization Event has occurred and so long as such
Collateralization Event is continuing, Party A shall, at its sole expense,
either (I) post collateral in an amount required to be posted pursuant to terms
of the Credit Support Annex (such amount which is the greater of amounts
required to be posted by Moody’s and S&P), (II) upon satisfaction of
the Rating Agency Condition, furnish an Eligible Guarantee of Party A's
obligations under this Agreement from a guarantor with ratings specified in the
Hedge Counterparty Ratings Requirement or (III) obtain an Eligible Replacement
that (x) upon satisfaction of the Rating Agency Condition (as defined below),
assumes the obligations of Party A under this Agreement (through an
assignment and assumption agreement in form and substance reasonably
satisfactory to Party B) or (y) having provided prior written notice to
S&P, replaces the outstanding Transactions hereunder with transactions on
identical terms, except that Party A shall be replaced as counterparty;
provided that
such Eligible Replacement, as of the date of such assumption or replacement,
will not, as a result thereof, be required to withhold or deduct on account of
tax under this Agreement or the new Transactions, as applicable, and such
assumption or replacement will not lead to a Termination Event or Event of
Default occurring under this Agreement or new Transactions, as applicable;
provided, further, that for the avoidance of doubt the exercise of any remedy
under (II) or (III) above shall not preclude the requirements of (I) above until
such time as (II) or (III) are satisfied and the exercise of any such remedy
shall not preclude the subsequent exercise of one of the other two in lieu
thereof.

      


      “Rating Agency
Condition” shall mean first receiving prior written confirmation from
S&P that their then-current ratings of the rated Notes will not be
downgraded or withdrawn by such Rating Agency.

       

       

       

      
        
          
          

        

        
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      (iii)         Ratings
Event.  It shall be a ratings event (“Ratings Event”) if at
any time after the date hereof, the Relevant Entity shall fail to satisfy the
Hedge Counterparty Ratings Threshold or the Relevant Entity is no longer rated
by S&P.  Within 60 calendar days from the date a Ratings Event has
occurred and so long as such Ratings Event is continuing, Party A shall, at
its sole expense, either, (A) upon satisfaction of the Rating Agency Condition,
furnish an Eligible Guarantee of Party A’s obligations under this Agreement from
a guarantor with ratings specified in the Hedge Counterparty Ratings Requirement
or (B) obtain an Eligible Replacement that (x) upon satisfaction of the Rating
Agency Condition, assumes the obligations of Party A under this Agreement
(through an assignment and assumption agreement in form and substance reasonably
satisfactory to Party B) or (y) having provided prior written notice to
S&P, replaces the outstanding Transactions hereunder with transactions on
identical terms, except that Party A shall be replaced as counterparty;
provided that
such Eligible Replacement, as of the date of such assumption or replacement,
will not, as a result thereof, be required to withhold or deduct on account of
tax under this Agreement or the new Transactions, as applicable, and such
assumption or replacement will not lead to a Termination Event or Event of
Default occurring under this Agreement or new Transactions, as applicable. 

      


      (iv)         Downgrade
Definitions.

      


      (A)         “Eligible Guarantee”
means an unconditional and irrevocable guarantee that is provided by a guarantor
as principal debtor rather than surety and is directly enforceable by Party B,
where either (A) a law firm has given a legal opinion confirming that none of
the guarantor’s payments to Party B under such guarantee will be subject to
withholding for Tax or (B) such guarantee provides that, in the event that any
of such guarantor’s payments to Party B are subject to withholding for Tax, such
guarantor is required to pay such additional amount as is necessary to ensure
that the net amount actually received by Party B (free and clear of any
withholding tax) will equal the full amount Party B would have received had no
such withholding been required.

      


      (B)         “Eligible Replacement”
means a Transferee (i) (A) with the First Trigger Required Ratings and/or the
Second Trigger Required Ratings or (B) whose present and future obligations
owing to Party B are guaranteed pursuant to an Eligible Guarantee provided by a
guarantor with the First Trigger Required Ratings and/or the Second Trigger
Required Ratings and (ii) with the ratings specified in the definition of Hedge
Counterparty Ratings Requirement below.

      


      (C)         “First Trigger Required
Ratings” means with respect to an entity, either (i) where the entity is
the subject of a Moody’s Short-term Rating, such entity’s Moody’s Short-term
Rating is “Prime-1” and the entity’s long-term, unsecured and unsubordinated
debt or counterparty obligations are rated “A2” or above by Moody’s or (ii)
where the entity is not the subject of a Moody’s Short-term Rating, its
long-term, unsecured and unsubordinated debt or counterparty obligations are
rated “A1” or above by Moody’s.

       

       

       

      
        
          
          

        

        
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      (D)         “Financial
Institution” means a bank, broker/dealer, insurance company, structured
investment vehicle, or derivative product company.

      


      (E)          “Hedge Counterparty Ratings
Requirement” means with respect to the Relevant Entity (including any
applicable Credit Support Provider) either (i) the unsecured, short-term debt
obligations of the Relevant Entity are rated at least “A-1” by S&P or (ii)
if such entity does not have a short-term rating from S&P, the unsecured,
long-term senior debt obligations of the Relevant Entity are rated at least “A+”
by S&P.

      


      (F)         “Hedge Counterparty Ratings
Threshold” means with respect to the Relevant Entity (including any
applicable Credit Support Provider) (I) if such entity is a Financial
Institution, either (i) the unsecured,  short-term debt obligations of
such entity are rated at least “A-2” by S&P or (ii) if such entity does not
have a short-term rating from S&P, the unsecured, long-term senior debt
obligations of such entity are rated at least “BBB+” by S&P, or (II) if such
entity is not a Financial Institution, either (i) the unsecured, short-term debt
obligations of the Relevant Entity are rated at least “A-1” by S&P or (ii)
if such entity does not have a short-term rating from S&P, the unsecured,
long-term senior debt obligations of the Relevant Entity are rated at least “A+”
by S&P.  For the avoidance of all doubts, the parties hereby
acknowledge and agree that notwithstanding the occurrence of a Ratings Event,
this Agreement and each Transaction hereunder shall continue to be a Swap
Agreement for purposes of the Indenture.

      


      (G)         “Moody’s” means
Moody's Investors Service, Inc.

      


      (H)         “Moody’s Short-term
Rating” means a rating assigned by Moody’s under its short-term rating
scale in respect of an entity’s short-term, unsecured and unsubordinated debt
obligations.

      


      (I)           “Relevant Entity”
means Party A and any guarantor under an Eligible Guarantee, if applicable, in
respect of all of Party A’s present and future obligations under this
Agreement.

      


      (J)          “S&P” means
Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies,
Inc.

      


      (K)         A
“Second Trigger
Failure Condition” shall occur at any time that no Relevant Entity
maintains the Second Trigger Required Ratings.

      


      (L)          “Second Trigger Required
Ratings” means with respect to an entity either (A) where the entity is
the subject of a Moody’s Short-term Rating, such entity’s Moody’s Short-term
Rating is “Prime-2” or above and its long-term, unsecured and unsubordinated
debt or counterparty obligations are rated “A3” or above by Moody’s, or (B)
where such entity is not the subject of a Moody’s 

       

       

       

      
        
          
          

        

        
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      Short-term
Rating, if the entity’s long-term, unsecured and unsubordinated debt or
counterparty obligations are rated “A3” or above by Moody’s.

      


      (c)           Additional
Representations.  Section 3 of this Agreement is hereby amended
by adding the following Sections 3(g), (h), (i) and (j):

      


      “(g)        Non-Reliance.  For
any Relevant Agreement: (i) it acts as principal and not as agent, (ii) it
acknowledges that the other party acts only arm’s length and is not its agent,
broker, advisor or fiduciary in any respect, and any agency, brokerage, advisory
or fiduciary services that the other party (or any of its affiliates) may
otherwise provide to the party (or to any of its affiliates) excludes the
Relevant Agreement, (iii) it is relying solely upon its own evaluation of the
Relevant Agreement (including the present and future results, consequences,
risks, and benefits thereof, whether financial, accounting, tax, legal, or
otherwise) and upon advice from its own professional advisors, (iv) it
understands the Relevant Agreement and those risks, has determined they are
appropriate for it, and willingly assumes those risks, (v) it has not relied and
will not be relying upon any evaluation or advice (including any recommendation,
opinion, or representation) from the other party, its affiliates or the
representatives or advisors of the other party or its affiliates (except
representations expressly made in the Relevant Agreement or an opinion of
counsel required thereunder); and (vi) if a party is acting as a Calculation
Agent or Valuation Agent, it does so not as the other party’s agent or
fiduciary, but on an arm’s length basis for the purpose of performing an
administrative function in good faith.

      


      “Relevant Agreement”
means this Agreement, each Transaction, each Confirmation, any Credit Support
Document, and any agreement (including any amendment, modification, transfer or
early termination) between the parties relating thereto or to any
Transaction.

      


      (h)          Eligibility.  It
is an “eligible contract participant” within the meaning of the Commodity
Exchange Act (as amended by the Commodity Futures Modernization Act of
2000).

      


      (i)           FDIC
Requirements.  If it is a bank subject to the requirements of
12 U.S.C. § 1823(e), its execution, delivery and performance of
this Agreement (including the Credit Support Annex and each Confirmation)
have been approved by its board of directors or its loan committee, such
approval is reflected in the minutes of said board of directors or loan
committee, and this Agreement (including the Credit Support Annex and each
Confirmation) will be maintained as one of its official records continuously
from the time of its execution (or in the case of any Confirmation, continuously
until such time as the relevant Transaction matures and the obligations therefor
are satisfied in full).

      


      (j)           ERISA.  It
is not (i) an employee benefit plan as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or a plan
as defined in Section 4975(e) of the Internal Revenue Code of 1986, as
amended (the “Code”), subject to Title I of ERISA or Section 4975 of
the Code, or a plan as so defined 

       

       

      
        
          
          

        

        
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      but which
is not subject to Title I of ERISA or Section 4975 of the Code (each,
an “ERISA Plan”), (ii) a person or entity acting on behalf of an ERISA Plan, or
(iii) a person or entity the assets of which constitute assets of an ERISA
Plan.

      


      (d)          Recorded
Conversations.  Each party and any of its Affiliates may
electronically record any of its telephone conversations with the other party or
with any of the other party’s Affiliates in connection with this Agreement or
any Transaction, and any such recordings may be submitted in evidence in any
proceeding to establish any matters pertinent to this Agreement or any
Transaction.

      


      Part
6.    Additional
Terms

      


      (a)           Transfers by Party
A.

      


      (i)           Section
7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii)
(provided that to the extent Party A makes a transfer pursuant to Section
6(b)(ii) it will provide a prior written notice to the Rating Agencies of such
transfer) and Part 6(a)(ii), Party A may not transfer (whether by way of
security or otherwise) any interest or obligation in or under this Agreement
without first satisfying the Rating Agency Condition and without the prior
written consent of Party B.

      


      (ii)          Party
A may (at its own cost) transfer all or substantially all of its rights and
obligations with respect to this Agreement to any other entity (a “Transferee”)
that is an Eligible Replacement through a novation or other assignment and
assumption agreement or similar agreement in form and substance reasonably
satisfactory to Party B; provided that (A) Party B shall determine in its
sole discretion, acting in a commercially reasonable manner, whether or not a
transfer relates to all or substantially all of Party A’s rights and obligations
under this Agreement, (B) as of the date of such transfer the Transferee will
not be required to withhold or deduct on account of a Tax from any payments
under this Agreement unless the Transferee will be required to make payments of
additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect
of such Tax, (C) a Termination Event or Event of Default does not occur under
this Agreement as a result of such transfer, (D) Party A receives confirmation
from each Rating Agency (other than Moody’s) that transfer to the Transferee
does not violate the Rating Agency Condition, and (E) Party A and the Transferee
are both “dealers in notional principal contracts” within the meaning of
Treasury Regulations Section 1.1001.4.  Following such transfer, all
references to Party A shall be deemed to be references to the
Transferee.

      


      (iii)         If
an entity has made a Firm Offer (which remains capable of becoming legally
binding upon acceptance) to be the transferee of a transfer to be made in
accordance with Part 6(a)(ii), Party B shall (at Party A’s cost) at Party A’s
written request, take any reasonable steps required to be taken by it to effect
such transfer.

      


      (iv)         Except
as specified otherwise in the documentation evidencing a transfer, a transfer of
all the obligations of Party A made in compliance with this Part 6(a) will
constitute an acceptance and assumption of such obligations (and any related
interests so 

       

       

      
        
          
          

        

        
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      transferred)
by the Transferee, a novation of the transferee in place of Party A with respect
to such obligations (and any related interests so transferred), and a release
and discharge by Party B of Party A from, and an agreement by Party B not to
make any claim for payment, liability, or otherwise against Party A with respect
to, such obligations from and after the effective date of the
transfer.

      


      (b)           Permitted Security
Interest.  For purposes of Section 7 of this Agreement,
Party A hereby consents to the Permitted Security Interest, subject to the
provisions of paragraph (c) below.

      
 

      “Permitted Security
Interest” means the collateral assignment by Party B of the Swap
Collateral to the Indenture Trustee pursuant to the Indenture, and the granting
to the Indenture Trustee of a security interest in the Swap Collateral pursuant
to the Indenture.

      


      “Swap Collateral”
means all right, title and interest of Party B in this Agreement, each
Transaction hereunder, and all present and future amounts payable by Party A to
Party B under or in connection with this Agreement or any Transaction governed
by this Agreement, whether or not evidenced by a Confirmation, including,
without limitation, any transfer or termination of any such
Transaction.

      


      “Indenture Trustee”
means U.S. Bank National Association or any successor acting as indenture
trustee pursuant to the Indenture.

      


      (c)           Effect of Permitted Security
Interest.

      


      (i)           Notwithstanding
the Permitted Security Interest, Party B shall not be released from any of its
obligations under this Agreement or any Transaction, and Party A may exercise
its rights and remedies under this Agreement without notice to, or the consent
of the Indenture Trustee or any Noteholder except as otherwise expressly
provided in this Agreement.

      


      (ii)          Party
A’s consent to the Permitted Security Interest is expressly limited to the
Indenture Trustee for the benefit of the secured parties under the Indenture,
and Party A does not consent to the sale or transfer by the Indenture Trustee of
the Swap Collateral to any other person or entity (other than a successor to the
Indenture Trustee under the Indenture acting in that capacity).

      


      (iii)        
Party B hereby acknowledges that, as a result of the Permitted Security
Interest, all of its rights under this Agreement, including any Transaction,
have been assigned as collateral to the Indenture Trustee pursuant to the
Indenture and notwithstanding any other provision in this Agreement, Party B may
not take any action hereunder to exercise any of such rights without the prior
written consent of the Indenture Trustee, including, without limitation,
providing any notice under this Agreement the effect of which would be to cause
an Early Termination Date to occur or be deemed to occur.  If Party B
gives any notice to Party A for the purposes of exercising any of Party


       

       

      
        
          
          

        

        
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      B’s
rights under this Agreement, Party A shall have the option of treating that
notice as void unless that notice is signed by the Indenture Trustee
acknowledging its consent to the provisions of that notice.  Nothing
herein shall be construed as requiring the consent of the Indenture Trustee, or
any Noteholder for the performance by Party B of any of its obligations
hereunder.

      


      (iv)         Except
as expressly provided in this Agreement, no amendment, modification, or waiver
in respect of this Agreement will be effective unless (A) evidenced by a writing
executed by each party hereto, and (B) each Rating Agency confirms that the
amendment, modification or waiver will not cause the reduction or withdrawal of
its then current rating on any Notes under the Indenture, provided that until
receipt by Party A of written notice from the Indenture Trustee to the contrary,
Party A and Party B may enter into any Transactions hereunder without giving
prior notice to, or obtaining the prior consent of, the Indenture Trustee
provided that such Transactions meet the requirements of the
Indenture.

      


      (d)           Payments.  All
payments to Party B under this Agreement or any Transaction shall be made to the
appropriate Collection Account under the Indenture as set forth in the related
Confirmation.

      


      (e)           Set-off.  Except
as otherwise provided in this Schedule, Party A and Party B hereby waive any and
all right of set-off with respect to any amounts due under this Agreement or any
Transaction, provided that nothing herein shall be construed to waive or
otherwise limit the netting provisions contained in Sections 2(c) or 6 of this
Agreement, Part 1(k)(vi) of this Schedule or the setoff rights contained in the
Credit Support Annex.  Section 6(e) shall be amended by the deletion
of the following sentence:  “The amount, if any, payable in respect of
an Early Termination Date and determined pursuant to this Section will be
subject to any Set-off”.

      


      (f)           Indenture

      


      (i)           Party
B hereby acknowledges that Party A is a secured party under the Indenture with
respect to this Agreement and a third-party beneficiary under the Indenture, and
Party B agrees for the benefit of Party A that neither it nor any other Person
will take any action (whether in the form of an amendment, a modification,
supplement, waiver, approval, consent or otherwise) which may have a material
adverse effect with respect to the rights, interest or benefits granted to Party
A under the Indenture or the Sale and Servicing Agreement with respect to this
Agreement, whether or not this Agreement is specifically referred to or
identified therein without the prior written consent of Party A (to the extent
such consent is required under the Indenture).

      


      “Indenture” means that
certain Indenture, by and among Party B as Issuer, and the Indenture Trustee,
dated as of June 1, 2008, as the same may be amended, modified, supplemented or
restated from time to time.

       

       

       

      
        
          
          

        

        
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      (ii)           On
the date Party B executes and delivers this Agreement and on each date on which
a Transaction is entered into, Party B hereby represents and warrants to Party
A: that the Indenture is in full force and effect; that Party B is not party to
any separate agreement with any of the parties to the Indenture that would have
the effect of diminishing or impairing the rights, interests or benefits that
have been granted to Party A under, and which are expressly set forth in, the
Indenture; that Party B’s obligations under this Agreement are secured under the
Indenture; that this Agreement constitutes a “Swap Agreement” under the
Indenture; that each Transaction entered into under this Agreement is a Swap
Agreement under the Indenture; that Party A constitutes a Swap Counterparty
under the Indenture; that no Event of Default (as defined in the Indenture) has
occurred and is continuing; that nothing herein violates or conflicts with any
of the provisions of the Indenture or any other documents executed in connection
therewith.  In addition, on each date on which a Transaction is
entered into, Party B hereby represents and warrants to Party A: that the
Transaction meets all of the requirements of the Indenture and does not violate
or conflict with any of the provisions of the Indenture or any other documents
executed in connection therewith; and that under the terms of the Indenture,
neither the consent of the Indenture Trustee nor of any of the Noteholders under
the Indenture is required for Party B to enter into that Transaction or for
Party A to be entitled for that Transaction to the rights, interests and
benefits granted to Party A under the Indenture.

      


      (iii)          Party
B will provide at least 15 Business Days’ prior written notice to Party A of any
proposed amendment or modification to the Indenture.

      


      (g)           Consent to Notice &
Communications.  Party B hereby consents to the giving to the
Indenture Trustee of notice by Party A of Party A’s address and telecopy and
telephone numbers for all purposes of the Indenture, and in addition, Party A
shall also be entitled at any time to provide the Indenture Trustee with copies
of this Agreement, including all Confirmations.  In addition, Party A
shall not be precluded from communicating with the Indenture Trustee or any
party to, or any third party beneficiary under, the Indenture for the purpose of
exercising, enforcing or protecting any of Party A’s rights or remedies under
this Agreement or any rights, interests or benefits granted to Party A under the
Indenture.

      


      (h)           No Bankruptcy
Petition.  Without impairing any right afforded to it under the
Indenture as a third party beneficiary, Party A shall not institute against or
cause any other person to institute against, or join any other person in
instituting against Party B any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any federal or
state bankruptcy, dissolution or similar law, for a period of one year and one
day (or, if longer, the applicable preference period then in effect) following
indefeasible payment in full of the Notes.  Nothing shall preclude, or
be deemed to stop, Party A (i) from taking any action prior to the expiration of
the aforementioned one year and one day period, or if longer the applicable
preference period then in effect, in (A) any case or proceeding voluntarily
filed or commenced by Party B or (B) any involuntary insolvency proceeding filed
or commenced by a Person other than Party A, or (ii) from commencing against
Party B or any of the Collateral any legal action which is not a bankruptcy,
reorganization, arrangement, insolvency, moratorium, liquidation or similar
proceeding.  This Part 6(h) shall survive termination of this
Agreement.

       

       

      
        
          
          

        

        
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      (i)           Limitation of
Liability.  It is expressly understood and agreed by the
parties hereto that (i) this Agreement is executed and delivered by the Owner
Trustee not individually or personally but solely as 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 a personal
representation, undertaking or agreement 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 Agreement.

      


      (j)           Party A Rights Solely
Against Collateral.  The liability of Party B to Party A
hereunder is limited in recourse to the assets of the Trust, and to
distributions of interest proceeds and principal proceeds thereon applied in
accordance with the terms of the Indenture.   Upon application of
and exhaustion of all of the Collateral  in accordance with the
Indenture, Party A shall not be entitled to take any further steps against Party
B to recover any sums due but still unpaid hereunder or thereunder, all claims
in respect of which shall be extinguished. Notwithstanding the foregoing or
anything herein to the contrary, Party A shall not be precluded from declaring
an Event of Default or from exercising any other right or remedy as set forth in
this Agreement or the Indenture.  This Part 6(j) shall survive
termination of this Agreement.

      


      (k)           Change of
Account.  Section 2(b) of this Agreement is hereby amended by
the addition of the words “to another account in the same legal and tax
jurisdiction as the original account” following the word “delivery” in the first
line thereof.

      


      (l)           Notice of Certain Events or
Circumstances.  Each party agrees, upon learning of the
occurrence or existence of any event or condition that constitutes (or that with
the giving of notice or passage of time or both would constitute) an Event of
Default or Termination Event with respect to such party, promptly to give the
other party notice of such event or condition (or, in lieu of giving notice of
such event or condition in the case of an event or condition that with the
giving of notice or passage of time or both would constitute an Event of Default
or Termination Event with respect to the party, to cause such event or condition
to cease to exist before becoming an Event of Default or Termination Event);
provided that failure to provide notice of such event or condition pursuant to
this Part 6(l) shall not constitute an Event of Default or a Termination
Event.  Each party agrees to provide to the other party any other
notice reasonably expected to be provided to facilitate compliance with the
terms of this Agreement and the Credit Support Document.

      


      (m)          Regarding Party
A.  Party B acknowledges and agrees that Party A has had and
will have no involvement in and, accordingly Party A, as a party to this
Agreement, accepts no responsibility for:  (i) the establishment,
structure, or choice of assets of Party B; (ii) the selection of any person
performing services for or acting on behalf of Party B; (iii) the selection


       

       

      
        
          
          

        

        
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      of Party
A as the Swap Counterparty; (iv) the terms of the Notes; (v) the preparation of
or passing on the disclosure and other information contained in any offering
circular or offering document for the Notes, the Indenture, or any other
agreements or documents used by Party B or any other party in connection with
the marketing and sale of the Notes; (vi) the ongoing operations and
administration of Party B, including the furnishing of any information to Party
B which is not specifically required under this Agreement; or (vii) any other
aspect of Party B’s existence.

      


      Part
7.   Definitions.

      


      All
capitalized terms used herein and not defined herein shall have the definitions
ascribed to them in the Indenture.

      


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      IN
WITNESS WHEREOF, the parties have executed this Schedule by their duly
authorized signatories as of the date hereof.

      


      WACHOVIA
BANK, NATIONAL ASSOCIATION

      


      


      By: /s/ Kim V.
Farr                                                                           

      Name: Kim
V. Farr

      Title:
Director

      


      


      



      
        
           


        

        
          S-1

          
            

          

        

        
           


        

      


      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/ J. Christopher
Murphy                                                                                     

      Name: J.
Christopher Murphy

      Title:
Financial Services Officer

      


S-2