efc8-0998_ex105.htm


    Exhibit
10.5

    SWAP
TRANSACTION CONFIRMATION

    

    
      	 
      	 
      
	
              Date:

            	
              June
      12, 2008

            
	
              To:

            	
              Wachovia
      Auto Owner Trust 2008-A ("Counterparty")

            
	
              Address:

            	
              Rodney
      Square North

              1100
      North Market Street  

            
	 
      	
              Wilmington
      DE

            
	 
      	
              19890
      USA

            
	
              Attention:

            	
              Corporate
      Trust Administration

            
	
              From:

            	
              Wachovia
      Bank, N.A. ("Wachovia")

            
	
              Ref.
      No:

            	
              2579903

            
	 
      	 
      


    

    


    
      	
              Dear
      Sir or Madam:

            


    

    


    This
confirms the terms of the Transaction described below between Counterparty and
Wachovia. The definitions and provisions contained in the 2006 ISDA Definitions,
as published by the International Swaps and Derivatives Association, Inc., are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern.

    
      	
               

              1.
      The terms of the particular Transaction to which the Confirmation relates
      are as follows:

            


    

    


    
      	
              Transaction
      Type:

            	
              Interest
      Rate Swap

            
	
              Currency for
      Payments:

            	
              U.S.
      Dollars 

            
	
              Notional
      Amount:

            	
              For
      each Calculation Period, the principal amount of the Class A-3b Notes
      issued by the Counterparty as of the preceding Distribution Date (as
      defined in the Indenture), after giving effect to all payments of
      principal on such Class A-3b Notes on or prior to that Distribution Date,
      or, in the case of the Initial Calculation Period and the first
      Distribution Date, the original principal amount of the Class A-3b
      Notes.  For the avoidance of doubt, on the Effective Date, the
      Notional Amount is equal to $100,000,000.00.

            
	
              Term:

            	 
      
	 
      	
              Trade
      Date:

            	
              June
      12, 2008

            
	 
      	
              Effective
      Date:

            	
              June
      19, 2008

            
	 
      	
              Termination
      Date:

            	
              The
      earlier of (i) September 20, 2012 and (ii) the date on which the principal
      amount of the Class A-3b Notes is reduced to zero in respect of the Fixed
      Amounts.

              The
      earlier of (i) September 20, 2012, subject to the Following Business Day
      Convention and (ii) the date on which the principal amount of the Class
      A-3b Notes is reduced to zero in respect of Floating
    Amounts.

            
	 
      	 
      	 
      


    

    


    
      	
              Fixed Amounts:

            	 
      


    

    


    
      	 
      	
              Fixed
      Rate Payer:

            	
              Counterparty

            
	 
      	
              Period
      End Dates:

            	
              Monthly
      on the 20th of each month commencing July 20, 2008, through and including
      the Termination Date; No
Adjustment.

            


    

     

     

     

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              Payment
      Dates:

            	
              Monthly
      on the 20th
      of each month commencing July 21, 2008, through and including the
      Termination Date.

            
	 
      	
              Business
      Day Convention:

            	
              Following

            
	 
      	
              Business
      Day:

            	
              New
      York

            
	 
      	
              Fixed
      Rate:

            	
              4.94%

            
	 
      	
              Fixed
      Rate Day Count Fraction:

            	
              30/360

               

            


    

    


    
      	
              Floating
Amounts:

            	 
      	 
      
	 
      	
              Floating
      Rate Payer:

            	
              Wachovia

            	 
      
	 
      	
              Period
      End Dates:

            	
              Monthly
      on the 20th of each month commencing July 21, 2008, through and including
      the Termination Date, subject to adjustment in accordance with the
      Following Business Day Convention.

            	 
      
	 
      	
              Early
      Payment Dates:

            	
              Monthly
      on the 1st Business Day preceding each Period End Date, commencing July
      18, 2008, through and including September 19, 2012. Notwithstanding the
      provisions of Section 4.9(a) of the 2006 ISDA Definitions, the Termination
      Date shall not be a Payment Date hereunder. The final Payment Date shall
      be September 19, 2012.

            	 
      
	 
      	
              Business
      Day Convention:

            	
              Following

            	 
      
	 
      	
              Business
      Day:

            	
              New
      York

            	 
      
	 
      	
              Floating
      Rate for initial Calculation Period:

            	
              Determined
      two London Banking Days prior to the Effective Date

            	 
      
	 
      	
              Floating
      Rate Option:

            	
              USD-LIBOR-BBA

            	 
      
	 
      	
              Designated
      Maturity:

            	
              1
      Month

            	 
      
	 
      	
              Spread:

            	
              Plus
        0.95%

            	 
      
	 
      	
              Floating
      Rate Day Count Fraction:

            	
              Actual/360

            	 
      
	 
      	
              Floating
      Rate determined:

            	
              Two
      London Banking Days prior to each Reset Date.

            	 
      
	 
      	
              Reset
      Dates:

            	
              The
      first day of each Calculation Period.

            	 
      
	 
      	
              Compounding:

            	
              Inapplicable

            	 
      
	 
      	
              Rounding
      convention:

            	
              5
      decimal places per the 2006 ISDA Definitions.

            	 
      
	 
      	
              Other:

            	
              For
      the avoidance of doubt, for purposes of Section 2(c) of the
      Agreement, any amounts payable by the Floating Rate Payer on a Floating
      Rate Payer Payment Date, and by the Fixed Rate Payer on the related Fixed
      Rate Payer Payment Date, shall be netted even though such dates may be
      different, and the party with the larger aggregate amount shall make the
      net payment on the related party’s applicable Payment
Date.

            	 
      


    

    


    
      	
              2.
      The additional provisions of this Confirmation are as
    follows:

            


    

    


    
      	
              Calculation
      Agent:

            	
              Wachovia

            
	
              Payment
      Instructions:

            	
              Wachovia
      Bank, N.A.

            
	 
      	
              CIB
      Group, ABA 053000219

            
	 
      	
              Ref:
      Derivative Desk (Trade No: 2579903)

            
	 
      	
              Account
      #: 04659360006116

            


    

     

    
 

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              Wachovia
      Contacts:

            	
              Settlement
      and/or Rate Resets:

            
	 
      	
              1-800-249-3865

            
	 
      	
              1-704-383-8429

            
	 
      	
              Documentation:

            
	 
      	
              Tel: 
      (704) 715-7051

            
	 
      	
              Fax: 
      (704) 383-9139

            
	 
      	
              Collateral:

            
	 
      	
              Tel: 
      (704) 383-9529

            
	 
      	
              Please
      quote transaction reference number.

            
	
              Payments to
      Counterparty:

            	
              U.S.
      Bank N.A.

              ABA:
      091000022

              DDA:
      173103322058

              REF:
      123830000 WAOT 2008-A Collection
Account

            


    

    


    


    
      	
              Documentation

               

              This
      Confirmation supplements, forms part of, and is subject to, the ISDA
      Master Agreement between Wachovia and Counterparty dated as of June 19,
      2008 as amended and supplemented from time to time (the "ISDA Master
      Agreement"). All provisions contained or incorporated by reference in the
      Master Agreement will govern this Confirmation except as expressly
      modified herein.

               

               

            


    

     

    


     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    Please
confirm that the foregoing correctly sets forth the terms of our agreement by
executing a copy of this Confirmation and returning it to us.

     

    
      	 
      	
              Very
      truly yours,

            
	 
      	
              Wachovia
      Bank, N.A.

            
	 
      	 
      
	 
      	
              By:
      /s/ Robin
      Rhodes        

            
	 
      	
              Name:
      Robin Rhodes

            
	 
      	
              Title:
      Assistant Vice President

            
	 
      	
               

               

               

               

               

               

              Ref.
      No. 2579903

            
	
               

               

               

               

               

              Accepted
      and Confirmed as of date first written above:

            	 
      
	
              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/ Jennifer A.
      Luce        

            	 
      
	
              Name:
      Jennifer A. Luce

            	 
      
	
              Title:
      Sr. Financial Services Officer