efc8-0994_emailedex42.htm


    
      
        Exhibit
4.2

        EXECUTION
VERSION

      

      


       

      
         

        


        
          
            
              

            

          

          


           



      

    

    WDS
RECEIVABLES LLC,

     

    as
Depositor,

     

    and

     

    WILMINGTON
TRUST COMPANY,

     

    as Owner
Trustee

     

     

    _______________________________________

     

    AMENDED
AND RESTATED

    TRUST
AGREEMENT

    Dated as
of June 1, 2008

    _______________________________________

     

     

    
      
         

        


        
          
            
              

            

          

           

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    


    TABLE OF
CONTENTS

     

    Page

    

      
        	
                ARTICLE
      ONE

              
	
                DEFINITIONS

              
	 
	
                Section
      1.01. General Definitions

              	
                1

              
	
                Section
      1.02. Other Definitional Provisions.

              	
                6

              
	
                Section
      1.03. Interpretive Provisions

              	
                6

              
	 
	
                ARTICLE
      TWO

              
	
                ORGANIZATION

              
	 
	
                Section
      2.01. Name

              	
                7

              
	
                Section
      2.02. Office

              	
                7

              
	
                Section
      2.03. Purposes and Powers.

              	
                7

              
	
                Section
      2.04. Appointment of Owner Trustee

              	
                8

              
	
                Section
      2.05. Initial Capital Contribution of Owner Trust Estate

              	
                8

              
	
                Section
      2.06. Declaration of Trust

              	
                8

              
	
                Section
      2.07. Liability of Certificateholders

              	
                9

              
	
                Section
      2.08. Title to Trust Property

              	
                9

              
	
                Section
      2.09. Situs of Issuer

              	
                9

              
	
                Section
      2.10. Representations and Warranties of the Depositor

              	
                9

              
	
                Section
      2.11. Federal Income Tax Matters

              	
                10

              
	 
	
                ARTICLE
      THREE

              
	
                CERTIFICATES
      AND TRANSFER OF INTERESTS

              
	 
	
                Section
      3.01. Initial Ownership

              	
                12

              
	
                Section
      3.02. The Certificates

              	
                12

              
	
                Section
      3.03. Authentication and Delivery of Certificates

              	
                12

              
	
                Section
      3.04. Registration, Transfer and Exchange of Certificates.

              	
                12

              
	
                Section
      3.05. Mutilated, Destroyed, Lost or Stolen Certificates.

              	
                14

              
	
                Section
      3.06. Persons Deemed Certificateholders

              	
                14

              
	
                Section
      3.07. Access to List of Certificateholders’ Names and
      Addresses

              	
                15

              
	
                Section
      3.08. Maintenance of Office or Agency

              	
                15

              
	
                Section
      3.09. Appointment of Paying Agent

              	
                15

              
	
                Section
      3.10. Certificates Nonassessable and Fully Paid

              	
                16

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	 
	
                ARTICLE
      FOUR

              
	
                ACTIONS
      BY OWNER TRUSTEE

              
	 
	
                Section
      4.01. Prior Notice to Certificateholders with Respect to Certain
      Matters

              	
                17

              
	
                Section
      4.02. Action by Certificateholders with Respect to Certain
      Matters

              	
                17

              
	
                Section
      4.03. Action by Certificateholders with Respect to
    Bankruptcy

              	
                18

              
	
                Section
      4.04. Restrictions on Certificateholders’ Power

              	
                18

              
	
                Section
      4.05. Majority Control

              	
                18

              
	
                Section
      4.06. Certain Litigation Matters

              	
                18

              
	 
	
                ARTICLE
      FIVE

              
	
                APPLICATION
      OF TRUST FUNDS; CERTAIN DUTIES

              
	 
	
                Section
      5.01. Establishment of Certificate Payment Account

              	
                19

              
	
                Section
      5.02. Application of Trust Funds.

              	
                19

              
	
                Section
      5.03. Method of Payment

              	
                20

              
	
                Section
      5.04. No Segregation of Monies; No Interest

              	
                20

              
	
                Section
      5.05. Accounting and Reports to Noteholders, Certificateholders, the IRS
      and Others

              	
                20

              
	
                Section
      5.06. Signature on Returns; Tax Matters Partner.

              	
                21

              
	 
	
                ARTICLE
      SIX

              
	
                AUTHORITY
      AND DUTIES OF OWNER TRUSTEE

              
	 
	
                Section
      6.01. General Authority

              	
                22

              
	
                Section
      6.02. General Duties.

              	
                22

              
	
                Section
      6.03. Action Upon Instruction.

              	
                23

              
	
                Section
      6.04. No Duties Except as Specified in this Agreement or in
      Instructions

              	
                24

              
	
                Section
      6.05. No Action Except Under Specified Documents or
      Instructions

              	
                24

              
	
                Section
      6.06. Restrictions

              	
                24

              
	 
	
                ARTICLE
      SEVEN

              
	
                THE
      OWNER TRUSTEE

              
	 
	
                Section
      7.01. Acceptance of Duties

              	
                25

              
	
                Section
      7.02. Furnishing of Documents

              	
                26

              
	
                Section
      7.03. Representations and Warranties

              	
                27

              
	
                Section
      7.04. Reliance; Advice of Counsel.

              	
                27

              
	
                Section
      7.05. Not Acting in Individual Capacity

              	
                28

              
	
                Section
      7.06. Owner Trustee Not Liable for Certificates or
    Receivables

              	
                28

              
	
                Section
      7.07. Owner Trustee May Own Certificates and Notes

              	
                28

              
	
                Section
      7.08. Paying Agent; Authenticating Agent

              	
                29

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	 
	
                ARTICLE
      EIGHT

              
	
                COMPENSATION
      AND INDEMNIFICATION OF OWNER TRUSTEE

              
	 
	
                Section
      8.01. Owner Trustee’s Fees and Expenses

              	
                30

              
	
                Section
      8.02. Indemnification

              	
                30

              
	
                Section
      8.03. Payments to the Owner Trustee

              	
                30

              
	 
	
                ARTICLE
      NINE

              
	
                TERMINATION
      OF TRUST AGREEMENT

              
	 
	
                Section
      9.01. Termination of Trust Agreement.

              	
                31

              
	 
	
                ARTICLE
      TEN

              
	
                SUCCESSOR
      AND ADDITIONAL OWNER TRUSTEES

              
	 
	
                Section
      10.01. Eligibility Requirements for Owner Trustee

              	
                33

              
	
                Section
      10.02. Resignation or Removal of Owner Trustee.

              	
                33

              
	
                Section
      10.03. Successor Owner Trustee

              	
                34

              
	
                Section
      10.04. Merger or Consolidation of Owner Trustee.

              	
                34

              
	
                Section
      10.05. Appointment of Co-Trustee or Separate Trustee

              	
                35

              
	 
	
                ARTICLE
      ELEVEN

                REGULATION
      AB

              
	 
	
                Section
      11.01. Intent of the Parties; Reasonableness.

              	
                37

              
	
                Section
      11.02. Representations and Warranties

              	
                37

              
	
                Section
      11.03. Information to Be Provided by the Owner Trustee.

              	
                37

              
	 
	
                ARTICLE
      TWELVE

                MISCELLANEOUS

              
	 
	
                Section
      12.01. Supplements and Amendments.

              	
                39

              
	
                Section
      12.02. No Legal Title to Owner Trust Estate in
      Certificateholders

              	
                40

              
	
                Section
      12.03. Limitations on Rights of Others

              	
                41

              
	
                Section
      12.04. Notices

              	
                41

              
	
                Section
      12.05. Severability

              	
                41

              
	
                Section
      12.06. Counterparts

              	
                41

              
	
                Section
      12.07. Successors and Assigns

              	
                41

              
	
                Section
      12.08. Covenants of the Depositor

              	
                42

              
	
                Section
      12.09. No Petition

              	
                42

              
	
                Section
      12.10. No Recourse

              	
                42

              
	
                Section
      12.11. Headings

              	
                42

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
      12.12. GOVERNING LAW

              	
                42

              
	
                Section
      12.13. Servicer Payment Obligation

              	
                42

              
	
                Section
      12.14. Obligations with Respect to the Swap Counterparty

              	
                42

              
	 
      	 
      
	 
	 
	
                EXHIBITS

              
	
                Exhibit A
      – Form of Certificate

              	
                A-1

              
	
                Exhibit B
      – Form of Certificate of Trust

              	
                B-1

              


      

    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    AMENDED
AND RESTATED TRUST AGREEMENT

     

    This
Amended and Restated Trust Agreement, dated as of June 1, 2008, is between WDS
Receivables LLC, a Nevada limited liability company, as depositor (the
“Depositor”), and Wilmington Trust Company, a Delaware banking corporation, as
trustee (the “Owner Trustee”).

     

    WHEREAS,
Wachovia Auto Owner Trust 2008-A has been created pursuant to a trust agreement,
dated as of August 21, 2007, between the Depositor and the Owner Trustee (the
“Initial Trust Agreement”), and the filing of a certificate of trust with the
Secretary of State of the State of Delaware on August 21, 2007; and

     

    WHEREAS,
the Depositor and the Owner Trustee wish to amend and restate the Initial Trust
Agreement on the terms and conditions hereinafter set forth.

     

    NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained, and of other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as
follows:

     

    ARTICLE
ONE

     

    DEFINITIONS

     

    Section
1.01. General
Definitions.  Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:

     

    “Accountants” means a
firm of independent public accountants.

     

    “Administration
Agreement” means the administration agreement, dated as of June 1, 2008,
among the Administrator, the Issuer, the Depositor and the Indenture
Trustee.

     

    “Administrator” means
Wachovia Bank, in its capacity as administrator under the Administration
Agreement, and its successors in such capacity.

     

    “Affiliate” has the
meaning specified in the Sale and Servicing Agreement.

     

    “Agreement” means this
Amended and Restated Trust Agreement.

     

    “Applicants” has the
meaning specified in Section 3.07.

     

    “Basic Documents” has
the meaning specified in the Sale and Servicing Agreement.

     

    “Benefit Plan” means
(i) an employee benefit plan (as such term is defined in Section 3(3)
of ERISA) that is subject to the provisions of Title I of ERISA,
(ii) a plan described in Section 4975(e)(1) of the Code that is not
exempt under Section 4975(g) of the Code or (iii) any entity whose
underlying assets include plan assets by reason of a plan’s investment in the
entity.

     

    “Business Day” has the
meaning specified in the Sale and Servicing Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Certificate” means a
certificate evidencing the beneficial interest of a Certificateholder in the
Owner Trust Estate, substantially in the form of Exhibit A.

     

    “Certificate of Trust”
means the Certificate of Trust substantially in the form of Exhibit B filed
for the Issuer pursuant to Section 3810(a) of the Statutory Trust
Statute.

     

    “Certificate Payment
Account” has the meaning specified in Section 5.01.

     

    “Certificate Percentage
Interest” has the meaning specified in the Sale and Servicing
Agreement.

     

    “Certificate Register”
and “Certificate
Registrar” shall have the respective meanings specified in
Section 3.04(a).

     

    “Certificateholder” or
“Holder” means
a Person in whose name a Certificate is registered on the Certificate
Register.

     

    “Class” has the
meaning specified in the Indenture.

     

    “Closing Date” has the
meaning specified in the Indenture.

     

    “Code” has the meaning
specified in the Indenture.

     

    “Collection Period”
has the meaning specified in the Indenture.

     

    “Commission” has the
meaning specified in the Sale and Servicing Agreement.

     

    “Corporate Trust
Office” means, with respect to the Owner Trustee, the principal corporate
trust office of the Owner Trustee located at 1100 North Market Street,
Wilmington, Delaware 19890-1605, Attention: Corporate Trust Administration, or
at such other address as the Owner Trustee may designate from time to time by
notice to the Certificateholders, the Indenture Trustee, the Master Servicer and
the Depositor, or the principal corporate trust office of any successor Owner
Trustee at the address designated by such successor Owner Trustee by notice to
the Certificateholders, the Indenture Trustee, the Master Servicer and the
Depositor.

     

    “Cutoff Date Pool
Balance” has the meaning specified in the Sale and Servicing
Agreement.

     

    “Depositor” means WDS
Receivables, in its capacity as depositor hereunder, and its successors in such
capacity.

     

    “Distribution Date”
has the meaning specified in the Indenture.

     

    “Eligible Institution”
has the meaning specified in the Sale and Servicing Agreement.

     

    “Eligible Investments”
has the meaning specified in the Sale and Servicing Agreement.

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Excess Collections”
has the meaning specified in the Indenture.

     

    “Exchange Act” has the
meaning specified in the Indenture.

     

    “Exchange Act Reports”
has the meaning specified in the Sale and Servicing Agreement.

     

    “Excluded Property”
means any funds held and invested pursuant to Section 2.03(b).

     

    “Expenses” means any
and all liabilities, obligations, losses, damages, taxes, claims, actions and
suits, reasonable costs, expenses and disbursements (including reasonable legal
fees and expenses) of any kind and nature whatsoever.

     

    “Final Scheduled Distribution
Date” has the meaning specified in the Indenture.

     

    “Financed Vehicle” has
the meaning specified in the Sale and Servicing Agreement.

     

    “Indemnified Parties”
means the Owner Trustee and its successors, assigns, directors, officers and
agents.

     

    “Indenture” means the
indenture, dated as of June 1, 2008, between the Issuer and the Indenture
Trustee.

     

    “Indenture Trustee”
has the meaning specified in the Indenture.

     

    “IRS” means the United
States Internal Revenue Service.

     

    “Issuer” has the
meaning specified in the Indenture.

     

    “Item 1119 Party” has
the meaning specified in the Sale and Servicing Agreement.

     

    “Lien” has the meaning
specified in the Sale and Servicing Agreement.

     

    “Maryland Vehicle Sales
Finance Act” has the meaning specified in the Indenture.

     

    “Master Servicer” has
the meaning specified in the Sale and Servicing Agreement.

     

    “Moody’s” has the
meaning specified in the Indenture.

     

    “Note Balance” has the
meaning specified in the Indenture.

     

    “Note Registrar” has
the meaning specified in the Indenture.

     

    “Noteholder” has the
meaning specified in the Indenture.

     

    “Notes” has the
meaning specified in the Indenture.

     

    “Opinion of Counsel”
means one or more written opinions of counsel, who may, except as expressly
provided in this Agreement, be an employee of or outside counsel to the
Issuer,

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     Depositor,
the Seller or the Master Servicer, and who shall be acceptable to the Indenture
Trustee or the Owner Trustee, as the case may be.

     

    “Optional Purchase”
means the exercise by the Seller of its option to purchase all remaining
Receivables from the Issuer on any Distribution Date following the last day of a
Collection Period as of which the Pool Balance is 10% or less of the Cutoff Date
Pool Balance.

     

    “Outstanding” has the
meaning specified in the Indenture.

     

    “Owner Trust Estate”
means the $1,000 initial capital contribution from the Depositor and all right,
title and interest of the Issuer in, to and under the property and rights
assigned to the Issuer pursuant to Article Two of the Sale and Servicing
Agreement.

     

    “Owner Trustee” means
Wilmington Trust Company, not in its individual capacity but solely as Owner
Trustee under this Agreement, and any successor in such capacity.

     

    “Paying Agent” means
the Indenture Trustee, in its capacity as Paying Agent under this Agreement, and
any successor paying agent or co-paying agent appointed pursuant to
Section 3.09 who is authorized by the Owner Trustee on behalf of the Issuer
to make distributions from the Certificate Payment Account on behalf of the
Issuer.

     

    “Pennsylvania Motor Vehicle
Sales Finance Act” has the meaning specified in the
Indenture.

     

    “Person” has the
meaning specified in the Sale and Servicing Agreement.

     

    “Plan Asset
Regulation” means 29 C.F.R. Section 2510.3-101 issued by the United
States Department of Labor, as modified by Section 3(42) of ERISA.

     

    “Pool Balance” has the
meaning specified in the Sale and Servicing Agreement.

     

    “Protected Purchaser”
has the meaning specified in Section 8-303 of the UCC.

     

    “PTCE 95-60” means
Prohibited Transaction Class Exemption 95-60.

     

    “Rating Agency” has
the meaning specified in the Indenture.

     

    “Rating Agency
Condition” has the meaning specified in the Indenture.

     

    “Receivable” has the
meaning specified in the Receivables Purchase Agreement.

     

    “Receivables Purchase
Agreement” means the receivables purchase agreement, dated as of
June 1, 2008, between the Seller and WDS Receivables.

     

    “Record Date” means,
with respect to the Certificates and any Distribution Date, the close of
business on the Business Day immediately preceding such Distribution
Date.

     

    “Regulation AB” has
the meaning specified in the Sale and Servicing Agreement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Required Rating”
means, with respect to any entity, the short-term credit rating of the related
entity is at least equal to “Prime-1” by Moody’s and “A-1+” by Standard &
Poor’s.

     

    “Reserve Fund” has the
meaning specified in the Sale and Servicing Agreement.

     

    “Responsible Officer”
has the meaning specified in the Sale and Servicing Agreement.

     

    “Sale and Servicing
Agreement” means the sale and servicing agreement, dated as of
June 1, 2008, among the Issuer, the Depositor, the Seller and the Master
Servicer.

     

    “Secretary of State”
means the Secretary of State of the State of Delaware.

     

    “Securities Act” has
the meaning specified in the Sale and Servicing Agreement.

     

    “Securitization
Transaction” means any transaction involving a sale or other transfer of
receivables directly or indirectly to an issuing entity in connection with
an issuance of publicly offered or privately placed, rated or
unrated asset-backed securities.

     

    “Seller” has the
meaning specified in the Receivables Purchase Agreement.

     

    “Servicer Termination
Event” has the meaning specified in the Sale and Servicing
Agreement.

     

    “Standard &
Poor’s” has the meaning specified in the Indenture.

     

    “State” has the
meaning specified in the Indenture.

     

    “Statutory Trust
Statute” means Chapter 38 of Title 12 of the Delaware Code, 12 Del.
Code § 3801 et seq.

     

    “Successor Master
Servicer” has the meaning specified in the Sale and Servicing
Agreement.

     

    “Swap Agreement” has
the meaning specified in the Indenture.

     

    “Swap Counterparty”
has the meaning specified in the Indenture.

     

    “Transfer” means a
sale, exchange, transfer, assignment, participation, pledge or other disposition
of a Certificate.

     

    “Treasury Regulations”
means regulations, including proposed or temporary regulations, promulgated
under the Code.  References herein to specific provisions of proposed
or temporary Treasury Regulations shall include analogous provisions of final
Treasury Regulations or other successor Treasury Regulations.

     

    “UCC” has the meaning
specified in the Indenture.

     

    “United States” has
the meaning specified in the Indenture.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Vice President” has
the meaning specified in the Sale and Servicing Agreement.

     

    “Wachovia Bank” means
Wachovia Bank, National Association.

     

    “WDS Receivables”
means WDS Receivables LLC.

     

    Section
1.02. Other Definitional
Provisions.

     

    (a)  Capitalized
terms used herein that are not otherwise defined shall have the meanings
ascribed thereto in the Sale and Servicing Agreement or the Indenture, as the
case may be.

     

    (b)  All terms
defined in this Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto unless otherwise
defined therein.

     

    Section
1.03. Interpretive
Provisions.  With respect to all terms in this Agreement,
unless the context otherwise requires: (i) a term has the meaning assigned
to it; (ii) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting principles as in
effect from time to time in the United States; (iii) “or” is not exclusive;
(iv) “including” means including without limitation; (v) words in the
singular include the plural and words in the plural include the singular;
(vi) any agreement, instrument or statute defined or referred to herein or
in any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, restated,
modified or supplemented and includes (in the case of agreements or instruments)
references to all attachments thereto and instruments incorporated therein;
(vii) references to a Person are also to its successors and permitted
assigns; (viii) the words “hereof”, “herein” and “hereunder” and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement; (ix) Section,
subsection, Schedule and Exhibit references in this Agreement are
references to Sections, subsections, Schedules and Exhibits in or to this
Agreement unless otherwise specified; (x) references to “writing” include
printing, typing, lithography and other means of reproducing words in a visible
form; and (xi) the term “proceeds” has the meaning set forth in the
applicable UCC.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    ARTICLE
TWO


    ORGANIZATION

     

    Section
2.01. Name.  The
statutory trust created by the Initial Trust Agreement and the filing of the
Certificate of Trust and continued hereby shall be known as “Wachovia Auto Owner
Trust 2008-A”, in which name the Owner Trustee may conduct the business of the
Issuer, make and execute contracts and other instruments on behalf of the Issuer
and sue and be sued on behalf of the Issuer, to the extent herein
provided.

     

    Section
2.02. Office.  The
office of the Issuer shall be in care of the Owner Trustee at the Corporate
Trust Office or at such other address in the State of Delaware as the Owner
Trustee may designate by written notice to the Certificateholders and the
Depositor.

     

    Section
2.03. Purposes and
Powers.

     

    (a) The
purpose of the Issuer is, and the Issuer shall have the power and authority to
engage in, the following activities:

     

    (i) to issue
the Notes pursuant to the Indenture and the Certificates pursuant to this
Agreement and to convey and deliver the Notes and the Certificates upon the
written order of the Depositor;

     

    (ii) to permit
the Depositor to use, or to use, at the direction of the Depositor, the proceeds
of the sale of the Notes to (A) purchase the Receivables to be acquired on the
Closing Date, (B) fund the Reserve Fund with an amount equal to the Reserve
Fund Deposit, (C) pay the organizational, start-up and transactional expenses of
the Issuer and (D) to pay the balance to the Depositor (or to permit the
Depositor to retain the balance, as applicable) pursuant to the Sale and
Servicing Agreement;

     

    (iii) to pay
interest on and principal of the Notes to the Noteholders and to cause any
Excess Collections to be paid to the Certificateholders or otherwise in
accordance with the Indenture;

     

    (iv) to
assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate
(other than the Certificate Payment Account and the proceeds thereof) to the
Indenture Trustee pursuant to the Indenture;

     

    (v) to enter
into and perform its obligations under the Basic Documents to which it is to be
a party;

     

    (vi) to engage
in those activities, including entering into agreements, that are necessary,
suitable or convenient to accomplish the foregoing or are incidental thereto or
connected therewith; and

     

    (vii) subject
to compliance with the Basic Documents, to engage in such other activities as
may be required in connection with conservation of the Owner Trust Estate and
the making of distributions to the Noteholders and the
Certificateholders.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b) The
Issuer may, at its discretion, actively invest in United States treasury
securities for the purpose of realizing a gain on such investments; provided,
however, that (i) the Issuer may not invest more than $100,000 in such
securities and (ii) the funds used to purchase such securities must not be
subject to the Lien of the Indenture.

     

    (c) The
Issuer is hereby authorized to engage in the foregoing
activities.  The Issuer shall not engage in any activities other than
in connection with the foregoing or other than as required or authorized by the
terms of this Agreement and the other Basic Documents.

     

    Section
2.04. Appointment of Owner
Trustee.  The Depositor hereby confirms the appointment of the
Owner Trustee as trustee of the Issuer effective as of the date of creation of
the Issuer, to have all the rights, powers and duties set forth herein and in
the Statutory Trust Statute, and the Owner Trustee hereby confirms its
acceptance of such appointment.

     

    The Owner
Trustee may engage, in the name of the Issuer or in its own name on behalf of
the Issuer, in the activities of the Issuer, make and execute contracts on
behalf of the Issuer and sue on behalf of the Issuer.

     

    Section
2.05. Initial Capital Contribution
of Owner Trust Estate.  As of August 21, 2007, the Depositor
assigned, transferred, conveyed and set over to the Owner Trustee the sum of
$1,000.  The Owner Trustee hereby acknowledges receipt in trust from
the Depositor, as of such date, of the foregoing contribution, which amounts
constituted the initial Owner Trust Estate and were deposited in the Certificate
Payment Account.  The Depositor shall pay the organizational expenses
of the Issuer as they may arise or shall, upon the request of the Owner Trustee,
promptly reimburse the Owner Trustee for any such expenses paid by the Owner
Trustee.

     

    Section
2.06. Declaration of
Trust.  The Owner Trustee hereby declares that it will hold the
Owner Trust Estate in trust upon and subject to the conditions set forth herein
for the use and benefit of the Certificateholders, subject to the obligations of
the Issuer under the Basic Documents.  It is the intention of the
parties hereto that (i) the Issuer constitute a statutory trust under the
Statutory Trust Statute and that this Agreement constitute the governing
instrument of such statutory trust and (ii) solely for income and franchise
tax purposes, the Issuer shall be treated as either an entity that is
disregarded as separate from the beneficial owner of the equity if there is only
one such owner, or as a partnership (other than an association or publicly
traded partnership) if there are two or more such owners, with the assets of the
partnership being the Receivables and other assets held by the Issuer, the
partners of the partnership being the Certificateholders and any holders of the
Notes that are required by the IRS to be treated as equity in the Issuer, and
the remaining Notes constituting indebtedness of the partnership. The parties
agree that, unless otherwise required by appropriate tax authorities, the Issuer
will file or cause to be filed annual or other necessary returns, reports and
other forms consistent with the foregoing characterization of the Issuer for
such tax purposes.  Effective as of the date hereof, the Owner Trustee
shall have all rights, powers and duties set forth herein and in the Statutory
Trust Statute to accomplish the purposes of the Issuer as set forth in
Section 2.03(a).  The Owner Trustee has filed the Certificate of
Trust with the Secretary of State.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Section
2.07. Liability of
Certificateholders.  The Certificateholders shall be entitled
to the same limitation of personal liability extended to stockholders of private
corporations organized under the general corporation law of the State of
Delaware.

     

    Section
2.08. Title to Trust
Property.  Legal title to the entirety of the Owner Trust
Estate shall be vested at all times in the Issuer as a separate legal entity
except where applicable law in any jurisdiction requires title to any part of
the Owner Trust Estate to be vested in a trustee or trustees, in which case
title shall be deemed to be vested in the Owner Trustee, a co-trustee or a
separate trustee, as the case may be.

     

    Section
2.09. Situs of
Issuer.  The Issuer will be located and administered in the
State of Delaware.  All bank accounts maintained by the Owner Trustee
on behalf of the Issuer shall be located in the States of Delaware, California,
Nevada, North Carolina or New York.  The Issuer shall not have any
employees in any State other than the State of Delaware; provided, however, that
nothing herein shall restrict or prohibit the Owner Trustee from having
employees within or without the State of Delaware.  Payments will be
received by the Issuer only in, and payments will be made by the Issuer only
from, the States of Delaware, California, North Carolina, Nevada or New
York.  The only office of the Issuer will be at the Corporate Trust
Office.

     

    Section
2.10. Representations and
Warranties of the Depositor.  The Depositor hereby represents
and warrants to the Owner Trustee that:

     

    (a) The
Depositor has been duly organized and is validly existing as a limited liability
company in good standing under the laws of the State of Nevada, with power,
authority and legal right to own its properties and to conduct its business as
such properties are currently owned and such business is presently conducted,
and had at all relevant times, and has the power, authority and legal right to
acquire, own and sell the Receivables.

     

    (b) The
Depositor is duly qualified to do business as a foreign limited liability
company in good standing and has obtained all necessary licenses and approvals
in each jurisdiction in which the failure to so qualify or to obtain such
licenses and approvals would materially and adversely affect the performance by
the Depositor of its obligations under, or the validity or enforceability of,
this Agreement, any of the other Basic Documents to which it is a party, the
Receivables, the Notes or the Certificates.

     

    (c) The
Depositor has the power and authority to execute, deliver and perform its
obligations under this Agreement and each other Basic Document to which it is a
party; the Depositor has full power and authority to sell, assign, transfer and
convey the property to be sold and assigned to and deposited with the Owner
Trustee as part of the Owner Trust Estate and the Depositor has duly authorized
such sale and assignment and deposit to the Issuer by all necessary limited
liability company action; and the execution, delivery and performance of this
Agreement and the other Basic Documents to which it is a party have been duly
authorized by the Depositor by all necessary limited liability company
action.

     

    (d) This
Agreement constitutes a legal, valid and binding obligation of the Depositor,
enforceable in accordance with its terms, except as enforceability may be
subject to or limited by bankruptcy, insolvency, reorganization, moratorium,
liquidation, fraudulent conveyance or other 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    similar
laws affecting the enforcement of creditors’ rights in general and by general
principles of equity, regardless of whether such enforceability shall be
considered in a proceeding in equity or at law.

     

    (e) The
execution, delivery and performance by the Depositor of this Agreement and each
other Basic Document to which the Depositor is a party, the consummation of the
transactions contemplated hereby and thereby and the fulfillment of the terms
hereof and thereof do not conflict with, result in any breach of any of the
terms and provisions of, nor constitute (with or without notice or lapse of time
or both) a default under, the certificate of formation or limited liability
company agreement of the Depositor, or conflict with or violate any of the
material terms or provisions of, or constitute (with or without notice or lapse
of time) a default under, any indenture, agreement or other instrument to which
the Depositor is a party or by which it is bound or to which any of its
properties are subject; nor result in the creation or imposition of any Lien
upon any of its properties pursuant to the terms of any such indenture,
agreement or other instrument (other than pursuant to the Basic Documents); nor
violate any law or, to the best of the Depositor’s knowledge, any order of any
court, rule or regulation applicable to the Depositor or its properties or of
any federal or State regulatory body, court, administrative agency or other
governmental instrumentality having jurisdiction over the Depositor or its
properties; which breach, default, conflict, Lien or violation would have a
material adverse effect on the earnings, business affairs or business prospects
of the Depositor.

     

    (f) There are
no proceedings or investigations pending or, to the Depositor’s knowledge,
threatened against the Depositor before any court, regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Depositor or its properties (i) asserting the invalidity of this
Agreement, any other Basic Document, the Notes or the Certificates,
(ii) seeking to prevent the issuance of the Notes or the Certificates or
the consummation of any of the transactions contemplated by this Agreement or
any of the other Basic Documents, (iii) seeking any determination or ruling
that would materially and adversely affect the performance by the Depositor of
its obligations under, or the validity or enforceability of, this Agreement, any
of the other Basic Documents, the Receivables, the Notes or the Certificates or
(iv) seeking any determination or ruling that would adversely affect the
federal tax attributes of the Issuer or of the Notes or the
Certificates.

     

    (g) The
representations and warranties of the Depositor in Section 3.01 of the
Receivables Purchase Agreement are true and correct.

     

    Section
2.11. Federal Income Tax
Matters.  The Certificateholders acknowledge that it is their
intent and that they understand it is the intent of the Depositor and the Master
Servicer that, for purposes of federal income, State and local income and
franchise tax and any other income taxes, the Issuer shall be treated as either
an entity that is disregarded as separate from the beneficial owner of the
equity in the Issuer if there is only one such owner, or as a partnership (other
than an association or publicly traded partnership) if there are two or more
such owners, and income, gain or loss of the Issuer for such month as determined
for federal, State and local income and franchise tax purposes shall be
allocated among the Certificateholders as of the Record Date occurring within
such month, in proportion to their ownership of the Certificate Percentage
Interest on such date.  The Depositor hereby agrees and each
Certificateholder by 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    acceptance
of a Certificate agrees to such treatment and each agrees to take no action
inconsistent with the foregoing characterization.

     

    The
Depositor is authorized to modify the allocations in this Section if necessary
or appropriate, in its sole discretion, for the allocations to reflect fairly
the economic income, gain or loss to the Certificateholders or as otherwise
required by the Code.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    ARTICLE
THREE

     

    CERTIFICATES
AND TRANSFER OF INTERESTS

     

    Section
3.01. Initial
Ownership.  Upon the formation of the Issuer by the
contribution by the Depositor as described in Section 2.05 and until the
issuance of the Certificates, the Depositor shall be the sole beneficiary of the
Issuer.

     

    Section
3.02. The
Certificates.  The Certificates shall be issued in one or more
registered, definitive, physical certificates substantially in the form of
Exhibit A.  The Certificates may be in printed or typewritten
form and shall be executed on behalf of the Issuer by manual or facsimile
signature of an authorized officer of the Owner Trustee.  Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures shall have been affixed, authorized to sign on behalf of
the Issuer, shall be validly issued and entitled to the benefits of this
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of authentication and
delivery of such Certificates.

     

    If
Transfer of the Certificates is permitted pursuant to this Section and
Section 3.04, a transferee of a Certificate shall become a
Certificateholder, and shall be entitled to the rights and subject to the
obligations of a Certificateholder hereunder upon such transferee’s acceptance
of a Certificate duly registered in such transferee’s name pursuant to
Section 3.04.

     

    Section
3.03. Authentication and Delivery
of Certificates.  Concurrently with the sale of the Receivables
to the Issuer pursuant to the Sale and Servicing Agreement, the Owner Trustee
shall cause the Certificates to be executed on behalf of the Issuer,
authenticated and delivered to or upon the written order of the Depositor,
signed by its president, any Vice President, any assistant vice president, its
treasurer, any assistant treasurer, its secretary or any assistant secretary,
without further limited liability company action by the Depositor.  No
Certificate shall entitle the respective Certificateholder to any benefit under
this Agreement, or be valid for any purpose, unless there shall appear on such
Certificate a certificate of authentication substantially in the form set forth
in Exhibit A, executed by the Owner Trustee or its authenticating agent, by
manual signature; and such authentication shall constitute conclusive evidence
that such Certificate shall have been duly authenticated and delivered
hereunder.  All Certificates shall be dated the date of their
authentication.  Upon issuance, authentication and delivery pursuant
to the terms hereof, the Certificates will be entitled to the benefits of this
Agreement.

     

    Section
3.04. Registration, Transfer and
Exchange of Certificates.

     

    (a) The Owner
Trustee initially shall be the registrar (the “Certificate Registrar”) for the
purpose of registering Certificates and Transfers of Certificates as herein
provided.  The Certificate Registrar shall keep or cause to be kept,
at the office or agency maintained pursuant to Section 3.08, a register
(the “Certificate Register”) in which, subject to such reasonable regulations as
it may prescribe, the Certificate Registrar shall provide for the registration
of Certificates and the registration of Transfers of
Certificates.  Upon any resignation of any Certificate Registrar, the
Owner Trustee shall, upon receipt of written instructions from the Depositor,
promptly appoint a successor thereto.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (b) The
Certificates may not be acquired by or for the account of a Benefit
Plan.  Each Certificateholder, by its acceptance of a Certificate,
shall be deemed to have represented and warranted that such Certificateholder is
not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit
Plan or a Person using the assets of a Benefit Plan to effect the transfer of
such Certificate or (ii) an insurance company purchasing a Certificate with
funds contained in an “insurance company general account” (as defined in
Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for
purposes of the Plan Asset Regulation.

     

    Any
Person who is not an Affiliate of the Seller and acquires more than 49.9% of the
Certificates will be deemed to represent that it is not a party in interest
(within the meaning of ERISA) or a disqualified person (within the meaning of
Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other
than a Benefit Plan that it sponsors for the benefit of its employees, and that
no Benefit Plan with respect to which it is a party in interest has or will
acquire any interest in the Notes.

     

    To the
extent permitted under applicable law (including ERISA), neither the Owner
Trustee nor the Certificate Registrar shall be under any liability to any Person
for any registration of Transfer of any Certificate that is in fact not
permitted under applicable law (including ERISA) or for taking any other action
with respect to such Certificate under the provisions of this Agreement so long
as such Transfer was registered by the Owner Trustee or the Certificate
Registrar in accordance with this Agreement.

     

    (c) Upon
surrender by a Certificateholder for registration of Transfer of any Certificate
at the office or agency of the Certificate Registrar to be maintained as
provided in Section 3.08, and upon compliance with any provisions of this
Agreement relating to such Transfer, the Owner Trustee shall execute on behalf
of the Issuer and the Owner Trustee shall authenticate and deliver to the
Certificateholder making such surrender, in the name of the designated
transferee or transferees, one or more new Certificates in any authorized
denomination evidencing the same aggregate interest in the
Issuer.  Each Certificate presented or surrendered for registration of
Transfer shall be accompanied by a written instrument of transfer and
accompanied by IRS Form W-8BEN, W-8ECI or W-9, as applicable, in form
satisfactory to the Owner Trustee and the Certificate Registrar, duly executed
by the Certificateholder or his attorney duly authorized in
writing.  Each Certificate presented or surrendered for registration
of Transfer shall be canceled and subsequently disposed of by the Certificate
Registrar in accordance with its customary practice.  No service
charge shall be made for any registration of Transfer of Certificates, but the
Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any Transfer of Certificates.

     

    (d) All
Certificates surrendered for registration of Transfer, if surrendered to the
Issuer or any agent of the Owner Trustee or the Issuer under this Agreement,
shall be delivered to the Owner Trustee and promptly cancelled by it, or, if
surrendered to the Owner Trustee, shall be promptly cancelled by it, and no
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Agreement.  The Owner Trustee shall
dispose of cancelled Certificates in accordance with its normal
practice.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Section
3.05. Mutilated, Destroyed, Lost
or Stolen Certificates.

     

    (a) If
(i) any mutilated Certificate is surrendered to the Certificate Registrar,
or the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (ii) there is delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice that such Certificate has been acquired by a Protected Purchaser, the
Owner Trustee on behalf of the Issuer shall execute and the Owner Trustee or its
authenticating agent shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of a like tenor and Certificate Percentage Interest.  If, after the
delivery of such replacement Certificate or payment of a destroyed, lost or
stolen Certificate, a Protected Purchaser of the original Certificate in lieu of
which such replacement Certificate was issued presents for payment such original
Certificate, the Issuer and the Owner Trustee shall be entitled to recover such
replacement Certificate (or such payment) from the Person to whom such
replacement Certificate was delivered or any Person taking such replacement
Certificate from such Person to whom such replacement Certificate was delivered
or any assignee of such Person, except a Protected Purchaser, and shall be
entitled to recover upon the security or indemnity provided therefor to the
extent of any loss, damage, cost or expense incurred by the Issuer or the Owner
Trustee in connection therewith.  Any duplicate Certificate issued
pursuant to this Section shall constitute conclusive evidence of ownership in
the Issuer, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

     

    (b) Upon the
issuance of any replacement Certificate under this Section, the Issuer may
require the payment by the Certificateholder of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with such
issuance and any other reasonable expenses (including the fees and expenses of
the Owner Trustee) related thereto.

     

    (c) Every
replacement Certificate issued pursuant to this Section in replacement of any
mutilated, destroyed, lost or stolen Certificate shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Certificate shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Agreement equally and
proportionately with any and all other Certificates duly issued
hereunder.

     

    (d) The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Certificates.

     

    Section
3.06. Persons Deemed
Certificateholders.  Prior to due presentation of a Certificate
for registration of Transfer, the Owner Trustee, the Certificate Registrar, any
Paying Agent and any of their respective agents may treat the Person in whose
name such Certificate is registered in the Certificate Register (as of the day
of determination) as the Certificateholder of such Certificate for the purpose
of receiving distributions pursuant to Section 5.02 and for all other
purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar,
any Paying Agent or any of their respective agents shall be bound by any notice
to the contrary.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Section
3.07. Access to List of
Certificateholders’ Names and Addresses.  The Certificate
Registrar shall furnish or cause to be furnished to the Master Servicer and the
Depositor, or to the Indenture Trustee or the Owner Trustee, within 15 days
after receipt by the Certificate Registrar of a written request therefor from
the Master Servicer, the Depositor or the Indenture Trustee or the Owner
Trustee, as the case may be, a list, in such form as the requesting party may
reasonably require, of the names and addresses of the Certificateholders as of
the most recent Record Date.  If three or more Certificateholders, or
one or more Certificateholders evidencing not less than 25% of the aggregate
Certificate Percentage Interest (hereinafter referred to as the “Applicants”),
apply in writing to the Certificate Registrar, and such application states that
the Applicants desire to communicate with other Certificateholders with respect
to their rights under this Agreement or under the Certificates and such
application is accompanied by a copy of the communication that such Applicants
propose to transmit (which shall be deemed to be a purpose reasonably related to
the Applicants’ interest in the Issuer), then the Certificate Registrar shall,
within five Business Days after the receipt of such application, afford such
Applicants access during normal business hours to the current list of
Certificateholders.  Each Certificateholder, by receiving and holding
a Certificate, shall be deemed to have agreed not to hold any of the Depositor,
the Certificate Registrar or the Owner Trustee accountable by reason of the
disclosure of its name and address, regardless of the source from which such
information was derived.

     

    Section
3.08. Maintenance of Office or
Agency.  The Certificate Registrar shall maintain an office or
offices or agency or agencies where Certificates may be surrendered for
registration of Transfer or exchange and where notices and demands to or upon
the Certificate Registrar in respect of the Certificates and the Basic Documents
may be served.  The Certificate Registrar initially designates the
Corporate Trust Office as its office for such purposes.  The
Certificate Registrar shall give prompt written notice to the Depositor, the
Owner Trustee and the Certificateholders of any change in the location of the
Certificate Registrar or any such office or agency.

     

    Section
3.09. Appointment of Paying
Agent.  The Paying Agent shall make distributions to
Certificateholders from the Certificate Payment Account pursuant to
Section 5.02(a) and shall report the amount of such distributions to the
Owner Trustee.  The Paying Agent shall have the revocable power to
withdraw funds from the Certificate Payment Account for the purpose of making
the distributions referred to above.  The Owner Trustee may revoke
such power and remove the Paying Agent if the Owner Trustee determines in its
sole discretion that the Paying Agent shall have failed to perform its
obligations under this Agreement in any material respect.  The Paying
Agent shall initially be the Indenture Trustee, and any co-paying agent chosen
by the Paying Agent that is acceptable to the Owner Trustee and the
Depositor.  Each Paying Agent shall be permitted to resign as Paying
Agent upon 30 days’ prior written notice to the Owner Trustee.  In the
event that the Indenture Trustee shall no longer be the Paying Agent, the Owner
Trustee, upon receipt of written instruction from the Depositor, shall appoint a
successor to act as Paying Agent (which shall be a bank or trust
company).  The Owner Trustee shall cause such successor Paying Agent
or any additional Paying Agent appointed by the Owner Trustee to execute and
deliver to the Owner Trustee an instrument in which such successor Paying Agent
or additional Paying Agent shall agree with the Owner Trustee that, as Paying
Agent, such successor or additional Paying Agent will hold all sums, if any,
held by it for payment to the Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    shall be
paid to such Certificateholders.  The Paying Agent shall return all
unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such
Paying Agent shall also return all funds in its possession to the Owner
Trustee.  If at any time the Owner Trustee shall act as Paying Agent,
the rights, privileges, protections and indemnities afforded to the Owner
Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying
Agent.  Any reference in this Agreement to the Paying Agent shall
include any co-paying agent unless the context requires otherwise.

     

    Section
3.10. Certificates Nonassessable
and Fully Paid.  Certificateholders shall not be personally
liable for obligations of the Issuer.  The interests represented by
the Certificates shall be nonassessable for any losses or expenses of the Issuer
or for any reason whatsoever, and, upon the authentication thereof by the Owner
Trustee pursuant to Section 3.03, 3.04 or 3.05, the Certificates are and
shall be deemed fully paid.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    ARTICLE
FOUR

     

    ACTIONS
BY OWNER TRUSTEE

     

    Section
4.01. Prior Notice to
Certificateholders with Respect to Certain Matters.  Subject to
the provisions and limitations of Section 4.04, with respect to the
following matters, the Owner Trustee shall not take action unless at least 30
days before the taking of such action, the Owner Trustee shall have notified the
Certificateholders, the Swap Counterparty and the Rating Agencies that have
provided ratings of the Notes, in writing of the proposed action and the
Certificateholders evidencing not less than 51% of the aggregate Certificate
Percentage Interest shall not have notified the Owner Trustee in writing prior
to the 30th day after such notice is given that such Certificateholders have
withheld consent or provided alternative direction:

     

    (a) the
initiation of any claim or lawsuit by the Issuer and the settlement of any
action, proceeding, investigation, claim or lawsuit brought by or against the
Issuer, in each case (except claims or lawsuits for collection by the Master
Servicer of the Receivables brought by the Issuer);

     

    (b) the
election by the Issuer to file an amendment to the Certificate of Trust (unless
such amendment is required to be filed under the Statutory Trust
Statute);

     

    (c) the
amendment of the Indenture by a supplemental indenture in circumstances where
the consent of any Noteholder is required;

     

    (d) the
amendment of the Indenture by a supplemental indenture in circumstances where
the consent of any Noteholder is not required and such amendment materially
adversely affects the interests of the Certificateholders;

     

    (e) the
amendment of the Sale and Servicing Agreement or the Administration Agreement,
except to cure any ambiguity or to amend or supplement any provision in a manner
or to add any provision that would not materially adversely affect the interests
of the Certificateholders;

     

    (f) the
amendment of the Swap Agreement (which amendment shall be made with the consent
of the Swap Counterparty and the Noteholders; provided that the consent of the
Noteholders shall not be required for any amendment to the Swap Agreement that
(i) cures any ambiguity in or corrects any provision of the Swap Agreement and
(ii) does not materially and adversely affect the interests of the Noteholders);
or

     

    (g) the
appointment pursuant to the Indenture of a successor Note Registrar, Paying
Agent or Indenture Trustee or pursuant to this Agreement of a successor
Certificate Registrar, or the consent to the assignment by the Note Registrar,
Paying Agent, Indenture Trustee or Certificate Registrar of its respective
obligations under the Indenture or this Agreement, as applicable.

     

    Section
4.02. Action by Certificateholders
with Respect to Certain Matters.  The Owner Trustee may not,
except upon the occurrence of a Servicer Termination Event, subsequent to the


     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    payment
in full of the Notes and in accordance with the written direction of the
Certificateholders evidencing not less than 51% of the aggregate Certificate
Percentage Interest, (i) remove the Master Servicer pursuant to
Article Seven of the Sale and Servicing Agreement, (ii) appoint a
Successor Master Servicer pursuant to Article Seven of the Sale and
Servicing Agreement, (iii) remove the Administrator pursuant to
Section 1.09 of the Administration Agreement, (iv) appoint a successor
Administrator pursuant to Section 1.09 of the Administration Agreement or
(v) sell the Receivables after the termination of the Indenture, except as
expressly provided in the Basic Documents.

     

    Section
4.03. Action by Certificateholders
with Respect to Bankruptcy.  The Owner Trustee shall not have
the power to commence a voluntary proceeding in bankruptcy relating to the
Issuer unless (i) the Notes have been paid in full and (ii) each
Certificateholder approves of such commencement in writing in advance and
delivers to the Owner Trustee a certificate certifying that such Person
reasonably believes that the Issuer is insolvent.

     

    Section
4.04. Restrictions on
Certificateholders’ Power.  The Certificateholders shall not
direct the Owner Trustee to take or refrain from taking any action if such
action or inaction would be contrary to any obligation of the Issuer or the
Owner Trustee under this Agreement or any of the other Basic Documents or would
be contrary to the purposes of the Issuer as set forth in Section 2.03, nor
shall the Owner Trustee be obligated to follow any such direction, if
given.

     

    Section
4.05. Majority
Control.  Except as expressly provided herein, any action that
may be taken by the Certificateholders under this Agreement may be taken by the
Certificateholders evidencing not less than 51% of the aggregate Certificate
Percentage Interest.  Except as expressly provided herein, any written
notice of the Certificateholders delivered pursuant to this Agreement shall be
effective if signed by Certificateholders evidencing not less than 51% of the
aggregate Certificate Percentage Interest at the time of the delivery of such
notice.

     

    Section
4.06. Certain Litigation
Matters.  The Owner Trustee shall provide prompt written notice
to the Depositor, the Seller and the Master Servicer of any action, proceeding
or investigation actually known to a Responsible Officer of the Owner Trustee
that could reasonably be expected to adversely affect the Issuer or the Owner
Trust Estate or their respective rights or obligations under any of the Basic
Documents.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    ARTICLE
FIVE


    APPLICATION
OF TRUST FUNDS; CERTAIN DUTIES

     

    Section
5.01. Establishment of Certificate
Payment Account.  Pursuant to Section 4.01 of the Sale and
Servicing Agreement, the Master Servicer has agreed to establish, on or before
the Closing Date, and maintain in the name of the Owner Trustee at an Eligible
Institution (which shall initially be U.S. Bank National Association) a
segregated account designated as the “Wachovia Auto Owner Trust 2008-A
Certificate Payment Account” (the “Certificate Payment Account”).  The
Certificate Payment Account shall be held in trust for the benefit of the
Certificateholders.  Except as expressly provided in Section 3.09
herein and Section 4.01(b) of the Sale and Servicing Agreement, the Owner
Trustee shall have the sole and exclusive right to direct the Indenture Trustee
to deposit monies into, make withdrawals from, or otherwise deal with the
Certificate Payment Account.  All monies deposited from time to time
in the Certificate Payment Account pursuant to the Sale and Servicing Agreement
or the Indenture shall be applied as provided in this Agreement, the Sale and
Servicing Agreement and the Indenture.

     

    Section
5.02. Application of Trust
Funds.

     

    (a) On each
Distribution Date, upon receipt from the Master Servicer of a distribution
statement pursuant to Section 4.10(a) of the Sale and Servicing Agreement,
the Owner Trustee shall (if at any time it is the Paying Agent) or shall direct
the Paying Agent to distribute to the Certificateholders, in proportion to each
Certificateholder’s Certificate Percentage Interest, amounts deposited in the
Certificate Payment Account on such Distribution Date pursuant to
Section 4.09 of the Sale and Servicing Agreement and Section 2.08 of
the Indenture.

     

    (b) On each
Distribution Date, the Owner Trustee shall (if at any time it is the Paying
Agent), or shall direct the Paying Agent to, send to each Certificateholder the
statement or statements provided to the Owner Trustee by the Master Servicer
pursuant to Section 4.10 of the Sale and Servicing Agreement with respect
to such Distribution Date.

     

    (c) In the
event that any withholding tax is imposed on the Issuer’s payment (or
allocations of income) to a Certificateholder, such tax shall reduce the amount
otherwise distributable to such Certificateholder in accordance with this
Section.  The Owner Trustee and each Paying Agent are hereby
authorized and directed to retain from amounts otherwise distributable to the
Certificateholders sufficient funds for the payment of any such withholding tax
that is legally owed by the Issuer (but such authorization shall not prevent the
Owner Trustee or any Paying Agent from contesting any such tax in appropriate
proceedings and withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings, it being understood that neither the Owner
Trustee nor any Paying Agent shall have any duty to contest such
amounts).  The amount of any withholding tax imposed with respect to a
Certificateholder shall be treated as cash distributed to such Certificateholder
at the time it is withheld by the Issuer and remitted to the appropriate taxing
authority.  If there is a possibility that withholding tax is payable
with respect to a distribution (such as a distribution to a non-U.S.
Certificateholder), the Owner Trustee or any Paying Agent may, but shall not be
obligated to, withhold such amounts in accordance with this
Section.  If a Certificateholder wishes to apply for a refund of any
such withholding tax, the Owner Trustee and each Paying Agent shall


     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    reasonably
cooperate with such Certificateholder in making such claim so long as such
Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent
for any out-of-pocket expenses incurred, as applicable.

     

    Section
5.03. Method of
Payment.  Subject to Section 9.01(c), distributions
required to be made to Certificateholders on any Distribution Date shall be made
to each Certificateholder of record on the related Record Date by wire transfer,
in immediately available funds, to the account of such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided to the Certificate Registrar and the
Paying Agent appropriate written instructions at least five Business Days prior
to such Distribution Date and such Certificateholder is the Seller or an
Affiliate thereof or, if not, by check mailed to such Certificateholder at the
address of such Certificateholder appearing in the Certificate
Register.  Notwithstanding the foregoing, the final distribution in
respect of any Certificate (whether on the Final Scheduled Distribution Date or
otherwise) will be payable only upon presentation and surrender of such
Certificate at the office or agency maintained for that purpose by the
Certificate Registrar pursuant to Section 3.08.

     

    Section
5.04. No Segregation of Monies; No
Interest.  Subject to Sections 5.01 and 5.02, monies received
by the Owner Trustee hereunder (other than monies constituting Excluded
Property) need not be segregated in any manner except to the extent required by
law, the Indenture, the Sale and Servicing Agreement or the Swap Agreement and
may be deposited under such general conditions as may be prescribed by law, and
the Owner Trustee shall not be liable for any interest thereon.

     

    Section
5.05. Accounting and Reports to
Noteholders, Certificateholders, the IRS and Others.  The Owner
Trustee shall, upon receipt of and based on information provided by the Seller
or the Master Servicer, (i) maintain (or cause to be maintained) the books
of the Issuer on the basis of a fiscal year ending December 31 and, based
on the accrual method of accounting, (ii) deliver to each
Certificateholder, as may be required by the Code and applicable Treasury
Regulations, such information as may be required (including Schedule K-1) to
enable such Certificateholder to prepare its federal and State income tax
returns, (iii) file such tax returns relating to the Issuer (including a
partnership information return, IRS Form 1065, if required) and make such
elections as may from time to time be required or appropriate under any
applicable State or federal statute or rule or regulation thereunder so as to
maintain the Issuer’s characterization as a partnership, if so characterized,
for federal income tax purposes, (iv) cause such tax returns to be signed
in the manner required by law and (v) collect or cause to be collected any
withholding tax as described in and in accordance with Section 5.02(c) with
respect to income or distributions to Certificateholders.  The Owner
Trustee, on behalf of the Issuer, shall elect under Section 1278 of the
Code to include in income currently any market discount that accrues with
respect to the Receivables.  The Owner Trustee, on behalf of the
Issuer, shall not make the election provided under Section 754 of the
Code.

     

    The Owner
Trustee may satisfy its obligations with respect to this Section and
Section 5.02(c) by retaining, at the expense of the Seller, Accountants
selected by the Seller.  The Owner Trustee may require the Accountants
to provide to the Owner Trustee, on or before December 31, 2008, a letter in
form and substance satisfactory to the Owner Trustee as to whether any federal
tax withholding on Certificates is then required and, if required,
the

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

     procedures
to be followed with respect thereto to comply with the requirements of the
Code.  The Accountants shall be required to update such letter in each
instance that any additional tax withholding is subsequently required or any
previously required tax withholding shall no longer be required.  The
Owner Trustee shall be deemed to have discharged its obligations pursuant to
this Section and Section 5.02(c) upon its retention of the Accountants, and
the Owner Trustee shall not have any liability with respect to the default,
negligence or misconduct of the Accountants.  The Owner Trustee shall
be entitled to rely on and shall be fully protected in so relying, upon the
letter, referred to in this paragraph, from the Accountants and shall have no
duty or obligation to verify the accuracy of the contents of such
letter.

     

    Section
5.06. Signature on Returns; Tax
Matters Partner.

     

    (a) The Owner
Trustee shall sign, on behalf of the Issuer, the tax returns of the Issuer upon
receipt of such completed tax returns.

     

    (b) In the
event that the Issuer is required to be treated as a partnership for federal
income tax purposes, WDS Receivables, or the Holder of the greatest Certificate
Percentage Interest, in the event that WDS Receivables no longer owns any
Certificates, shall be designated the “tax matters partner” of the Issuer
pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury
Regulations.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    ARTICLE
SIX

     

    AUTHORITY
AND DUTIES OF OWNER TRUSTEE

     

    Section
6.01. General
Authority.  Subject to the provisions and limitations of
Section 2.03, the Owner Trustee is authorized and directed to execute and
deliver each Basic Document to which the Issuer is to be a party and each
certificate or other document attached as an exhibit to or contemplated by any
Basic Document to which the Issuer is to be a party, in each case in such form
as the Depositor shall approve and provide to the Owner Trustee for execution,
as evidenced conclusively by the Owner Trustee’s execution thereof and the
Depositor’s execution of this Agreement, and to direct the Indenture Trustee to
authenticate and deliver Notes in the aggregate principal amount of
$1,100,000,000 (comprised of $232,000,000 aggregate principal amount of 2.93084%
Class A-1 Asset Backed Notes, $175,000,000 aggregate principal amount of 4.09%
Class A-2a Asset Backed Notes, $139,000,000 aggregate principal amount of LIBOR
plus 0.67% Class A-2b Asset Backed Notes, $183,000,000 aggregate principal
amount of 4.81% Class A-3a Asset Backed Notes, $100,000,000 aggregate principal
amount of LIBOR plus 0.95% Class A-3b Asset Backed Notes, $75,000,000 aggregate
principal amount of 5.35% Class A-4a Asset Backed Notes, $165,750,000 aggregate
principal amount of LIBOR plus 1.15% Class A-4b Asset Backed Notes, and
$30,250,000 aggregate principal amount of 6.00% Class B Asset Backed
Notes).  In addition to the foregoing, the Owner Trustee is
authorized, but shall not be obligated, to take all actions required of the
Issuer pursuant to the Basic Documents.  Subject to Section 2.03,
the Owner Trustee is further authorized from time to time to take such action on
behalf of the Issuer as is permitted by the Basic Documents and which the
Certificateholders, the Master Servicer or the Administrator recommends in
writing with respect to the Basic Documents, except to the extent that this
Agreement expressly requires the consent of the Certificateholders for such
action.

     

    Section
6.02. General
Duties.

     

    (a) Subject
to the provisions and limitations of Section 2.03, it shall be the duty of
the Owner Trustee to discharge (or cause to be discharged) all of its
responsibilities pursuant to the terms of this Agreement and each other Basic
Document to which it is a party and to administer the Issuer for the benefit of
the Certificateholders, subject to and in accordance with the Basic
Documents.  Notwithstanding the foregoing, the Owner Trustee shall be
deemed to have discharged (or caused to be discharged) its duties and
responsibilities hereunder and under the other Basic Documents to the extent the
Administrator has agreed in the Administration Agreement to perform any act or
to discharge any duty of the Owner Trustee or the Issuer hereunder or under any
other Basic Document, and the Owner Trustee shall not be held liable for the
default, negligence or failure of the Administrator to carry out its obligations
under the Administration Agreement.  The Owner Trustee shall have no
duty or obligation to oversee the Administrator in the exercise of its duties or
obligations under the Administration Agreement.

     

    (b) The Owner
Trustee shall cooperate with the Administrator in carrying out the
Administrator’s obligation to qualify and preserve the Issuer’s qualification to
do business in each jurisdiction, if any, in which such qualification is or
shall be necessary to protect the validity and enforceability of the Indenture,
the Notes, the Receivables and any other instrument 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    and
agreement included in the Owner Trust Estate; provided that the Owner Trustee
may rely on advice of counsel with respect to such obligation.

     

    Section
6.03. Action Upon
Instruction.

     

    (a) Subject
to Article Four, and in accordance with the terms of the Basic Documents,
the Certificateholders may, by written instruction, direct the Owner Trustee in
the management of the Issuer.

     

    (b) The Owner
Trustee shall not be required to take any action under this Agreement or any
other Basic Document if the Owner Trustee shall have reasonably determined, or
shall have been advised by counsel, that such action is likely to result in
liability on the part of the Owner Trustee or is contrary to the terms of this
Agreement or any other Basic Document or is otherwise contrary to
law.

     

    (c) Subject
to Article Four, whenever the Owner Trustee is unable to decide between
alternative courses of action permitted or required by the terms of this
Agreement or any other Basic Document, the Owner Trustee shall promptly give
notice (in such form as shall be appropriate under the circumstances) to the
Certificateholders of record as of the preceding Record Date, requesting
instruction as to the course of action to be adopted, and to the extent the
Owner Trustee acts in good faith in accordance with any written instruction of
the Certificateholders received, the Owner Trustee shall not be liable on
account of such action to any Person.  If the Owner Trustee shall not
have received appropriate written instruction within ten days of such notice (or
within such shorter period of time as reasonably may be specified in such notice
or may be necessary under the circumstances) it may, but shall be under no duty
to, take or refrain from taking such action, not inconsistent with this
Agreement or the other Basic Documents, as it shall deem to be in the best
interests of the Certificateholders, and shall have no liability to any Person
for such action or inaction.

     

    (d) Subject
to Article Four, in the event the Owner Trustee is unsure as to the
application of any provision of this Agreement or any other Basic Document or
any such provision is ambiguous as to its application, or is, or appears to be,
in conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to take
with respect to a particular set of facts, the Owner Trustee may give notice (in
such form as shall be appropriate under the circumstances) to the
Certificateholders of record as of the preceding Record Date, requesting
instruction and, to the extent that the Owner Trustee acts or refrains from
acting in good faith in accordance with any such instruction received, the Owner
Trustee shall not be liable, on account of such action or inaction, to any
Person.  If the Owner Trustee shall not have received appropriate
written instruction within ten days of such notice (or within such shorter
period of time as reasonably may be specified in such notice or may be necessary
under the circumstances) it may, but shall be under no duty to, take or refrain
from taking such action not inconsistent with this Agreement or the other Basic
Documents, as it shall deem to be in the best interests of the
Certificateholders and shall have no liability to any Person for such action or
inaction.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Section
6.04. No Duties Except as
Specified in this Agreement or in Instructions.  The Owner
Trustee shall not have any duty or obligation to manage, make any payment with
respect to, register, record, sell, dispose of, or otherwise deal with the Owner
Trust Estate, or to otherwise take or refrain from taking any action under, or
in connection with, any document contemplated hereby to which the Owner Trustee
or the Issuer is a party, except as expressly provided by the terms of this
Agreement or in any document or written instruction received by the Owner
Trustee pursuant to Section 6.03; and no implied duties or obligations
shall be read into this Agreement or any other Basic Document against the Owner
Trustee.  The Owner Trustee shall have no responsibility for filing
any financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or Lien
granted to it hereunder or to prepare or file any Commission filing for the
Issuer or to record this Agreement or any other Basic Document.  The
Owner Trustee nevertheless agrees that it will, at its own cost and expense,
promptly take all action as may be necessary to discharge any Liens (other than
the Lien of the Indenture) on any part of the Owner Trust Estate that result
from actions by, or claims against, the Owner Trustee in its individual capacity
that are not related to the ownership or the administration of the Owner Trust
Estate.

     

    Section
6.05. No Action Except Under
Specified Documents or Instructions.  The Owner Trustee shall
not manage, control, use, sell, dispose of or otherwise deal with any part of
the Owner Trust Estate except in accordance with (i) the powers granted to
and the authority conferred upon the Owner Trustee pursuant to this Agreement,
(ii) the other Basic Documents to which the Issuer is a party and
(iii) any document or written instruction delivered to the Owner Trustee
pursuant to Section 6.03.

     

    Section
6.06. Restrictions.  The
Owner Trustee shall not take any action that (i) is inconsistent with the
purposes of the Issuer set forth in Section 2.03 or (ii) to the actual
knowledge of a Responsible Officer of the Owner Trustee, would (a) affect
the treatment of the Notes as indebtedness for federal income or State income or
franchise tax purposes, (b) be deemed to cause a taxable exchange of the
Notes for federal income or State income or franchise tax purposes or
(c) cause the Issuer or any portion thereof to be taxable as an association
or publicly traded partnership taxable as a corporation for federal income or
State income or franchise tax purposes.  The Certificateholders, the
Administrator and the Master Servicer shall not direct the Owner Trustee to take
action that would violate the provisions of this Section.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    ARTICLE
SEVEN

     

    THE OWNER
TRUSTEE

     

    Section
7.01. Acceptance of
Duties.  The Owner Trustee accepts the trust hereby continued
and agrees to perform its duties hereunder, but only upon the terms of this
Agreement.  The Owner Trustee also agrees to disburse all monies
actually received by it in accordance with the Basic Documents and constituting
part of the Owner Trust Estate upon the terms of this Agreement.  The
Owner Trustee shall not be answerable or accountable hereunder or under any
other Basic Document under any circumstances, except (i) for its own
willful misconduct, bad faith or negligence or (ii) in the case of the
inaccuracy of any representation or warranty contained in Section 7.03
expressly made by the Owner Trustee, in its individual capacity.  In
particular, but not by way of limitation (and subject to the exceptions set
forth in the preceding sentence):

     

    (a) the Owner
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer of the Owner Trustee unless it is proved that the Owner
Trustee was negligent in ascertaining the pertinent facts;

     

    (b) the Owner
Trustee shall not be liable with respect to any action taken or omitted to be
taken in good faith by it in accordance with the provisions of this Agreement at
the instructions of the Administrator, the Depositor, the Indenture Trustee, the
Master Servicer or the Certificateholders;

     

    (c) no
provision of this Agreement or any other Basic Document shall require the Owner
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers hereunder or under any other Basic Document if
the Owner Trustee shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured or provided to it;

     

    (d) under no
circumstances shall the Owner Trustee be liable for indebtedness evidenced by or
arising under any Basic Document, including the principal of and interest on the
Notes or payments to the Certificateholders;

     

    (e) the Owner
Trustee shall not be responsible for or in respect of the validity or
sufficiency of this Agreement or for the due execution hereof by the Depositor
or for the form, character, genuineness, sufficiency, value or validity of any
of the Owner Trust Estate, or for or in respect of the validity or sufficiency
of the Basic Documents, other than the signature and the certificate of
authentication of the Owner Trustee on the Certificates, and the Owner Trustee
shall in no event assume or incur any liability, duty or obligation to any
Noteholder or Certificateholder, other than as expressly provided for in the
Basic Documents;

     

    (f) the Owner
Trustee shall not be liable for the default, negligence or misconduct of the
Administrator, the Depositor, any Certificateholder, the Indenture Trustee, the
Master Servicer or the Seller under any Basic Document or otherwise, and


     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    the Owner
Trustee shall have no obligation or liability to perform the obligations of the
Issuer under this Agreement or the other Basic Documents that are required to be
performed by the Administrator under the Administration Agreement, the Indenture
Trustee under the Indenture or the Seller, the Master Servicer or the Depositor
under the Sale and Servicing Agreement;

     

    (g) the Owner
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement, or to institute, conduct or defend any
litigation under this Agreement or otherwise or in relation to this Agreement or
any other Basic Document, at the request, order or direction of any of the
Certificateholders, unless such Certificateholders have offered to the Owner
Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities that may be incurred by the Owner Trustee therein or thereby; the
right of the Owner Trustee to perform any discretionary act enumerated in this
Agreement or in any other Basic Document shall not be construed as a duty, and
the Owner Trustee shall not be answerable other than for its negligence, bad
faith or willful misconduct in the performance of any such act;

     

    (h) the right
of the Owner Trustee to perform any discretionary act enumerated in this
Agreement or any other Basic Document shall not be construed as a duty, and the
Owner Trustee shall not be answerable other than for its willful misconduct, bad
faith or negligence in the performance of any such act;

     

    (i) the Owner
Trustee shall have no responsibility for the accuracy of any information
provided to Certificateholders or any other individual or entity that has been
obtained from, or provided to the Owner Trustee by, any other
Person;

     

    (j) in the
absence of negligence or bad faith on its part, the Owner Trustee may
conclusively rely upon certificates or Opinions of Counsel furnished to the
Owner Trustee and conforming to the requirements of this Agreement in
determining the truthfulness of the statements and the correctness of the
opinions contained therein; provided, however, that the Owner Trustee shall have
examined such certificates or Opinions of Counsel so as to determine compliance
of the same with the requirements of this Agreement; and

     

    (k) the Owner
Trustee shall incur no liability if, by reason of any provision of any present
or future law or regulation thereunder, or by any force majeure event, including
natural disaster, war or other circumstances beyond its reasonable control, the
Owner Trustee shall be prevented from doing or performing any act or thing which
the terms of this Agreement provide shall or may be done or performed, or by
reason of any exercise of, or failure to exercise, any directions provided for
herein.

     

    Section
7.02. Furnishing of
Documents.  The Owner Trustee shall furnish to the
Certificateholders, promptly upon receipt of a written request therefor,
duplicates or copies of all reports, notices, requests, demands, certificates,
financial statements and any other instruments furnished to the Owner Trustee
under the Basic Documents.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    Section
7.03. Representations and
Warranties.  The Owner Trustee, in its individual capacity,
hereby represents and warrants to the Depositor for the benefit of the
Certificateholders, that:

     

    (a) it is a
Delaware banking corporation duly organized and validly existing in good
standing under the laws of the State of Delaware and meets the eligibility
criteria set forth in Section 10.01;

     

    (b) it has
all requisite corporate power and authority to execute, deliver and perform its
obligations under this Agreement;

     

    (c) it has
taken all corporate action necessary to authorize the execution and delivery by
it of this Agreement, and this Agreement will be executed and delivered by one
of its officers who is duly authorized to execute and deliver this Agreement on
its behalf; and

     

    (d) neither
the execution nor the delivery by it of this Agreement, nor the consummation by
it of the transactions contemplated hereby, nor compliance by it with any of the
terms or provisions hereof will contravene any federal or Delaware law,
governmental rule or regulation governing the banking or trust powers of the
Owner Trustee or any judgment or order binding on it, constitute any default
under its charter documents or bylaws or any indenture, mortgage, contract,
agreement or instrument to which it is a party or by which any of its properties
may be bound or result in the creation or imposition of any lien, charge or
encumbrance on the Owner Trust Estate pursuant to the provisions of any
mortgage, indenture, contract, agreement or undertaking to which it is a party
(other than the Basic Documents), which lien, charge or encumbrance could
reasonably be expected to have a materially adverse effect on the Owner
Trustee’s performance or ability to perform its duties as trustee under this
Agreement or on the transactions contemplated in this Agreement.

     

    Section
7.04. Reliance; Advice of
Counsel.

     

    (a) The Owner
Trustee may rely upon, shall be protected in relying upon and shall incur no
liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or other
document or paper believed by it to be genuine and believed by it to be signed
by the proper party or parties and need not investigate any fact or matter in
any such document as long as the Owner Trustee has otherwise satisfied its
obligations under this Agreement (nothing in this sentence shall be construed to
relieve the Owner Trustee of any obligation it may have in this Agreement,
including the obligations set forth in Section 7.01).  The Owner
Trustee may accept a certified copy of a resolution of the board of directors or
other governing body of any corporate party as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full force
and effect.  As to any fact or matter the method of determination of
which is not specifically prescribed herein, the Owner Trustee may for all
purposes hereof rely on a certificate, signed by the president or any Vice
President or by the treasurer or other authorized officers of the relevant
party, as to such fact or matter, and such certificate shall constitute full
protection to the Owner Trustee for any action taken or omitted to be taken by
it in good faith in reliance thereon.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    (b) In the
exercise or administration of the trusts hereunder and in the performance of its
duties and obligations under this Agreement or the other Basic Documents, the
Owner Trustee may (i) act directly or through its agents or attorneys
pursuant to agreements entered into with any of them, and the Owner Trustee
shall not be liable for the conduct or misconduct of such agents or attorneys if
such agents or attorneys shall have been selected by the Owner Trustee with
reasonable care and (ii) consult with counsel, accountants and other
skilled Persons to be selected with reasonable care and employed by
it.  The Owner Trustee shall not be liable for anything done, suffered
or omitted in good faith by it in accordance with the written opinion or advice
of any such counsel, accountants or other such Persons and not contrary to this
Agreement or any other Basic Document.

     

    Section
7.05. Not Acting in Individual
Capacity.  Except as otherwise provided in this Article, in
accepting the trusts hereby created, Wilmington Trust Company acts solely as
Owner Trustee hereunder and not in its individual capacity, and all Persons
having any claim against the Owner Trustee by reason of the transactions
contemplated by this Agreement or any other Basic Document shall look only to
the Owner Trust Estate for payment or satisfaction thereof.

     

    Section
7.06. Owner Trustee Not Liable for
Certificates or Receivables.  The recitals contained herein and
in the Certificates (other than the signature and the certificate of
authentication of the Owner Trustee on the Certificates) shall be taken as the
statements of the Depositor, and the Owner Trustee assumes no responsibility for
the correctness thereof.  The Owner Trustee makes no representations
as to the validity or sufficiency of this Agreement, any other Basic Document,
the Certificates (other than the signature and the certificate of authentication
of the Owner Trustee on the Certificates and the representations and warranties
in Section 7.03) or the Notes, or of any Receivable or related
documents.  The Owner Trustee shall at no time have any responsibility
or liability for or with respect to the legality, validity and enforceability of
any Receivable, or the perfection and priority of any security interest created
by any Receivable in any Financed Vehicle or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Owner
Trust Estate or its ability to generate the payments to be distributed to the
Certificateholders under this Agreement or to the Noteholders under the
Indenture, including the existence, condition and ownership of any Financed
Vehicle; the existence and enforceability of any insurance thereon; the
existence and contents of any Receivable on any computer or other record
thereof; the validity of the assignment of any Receivable to the Issuer or of
any intervening assignment; the completeness of any Receivable; the performance
or enforcement of any Receivable; the compliance by the Depositor, the Seller or
the Master Servicer with any warranty or representation made under any Basic
Document or in any related document, or the accuracy of any such warranty or
representation, or any action of the Administrator, the Indenture Trustee or the
Master Servicer taken in the name of the Owner Trustee.

     

    Section
7.07. Owner Trustee May Own
Certificates and Notes.  The Owner Trustee in its individual or
any other capacity may become a Certificateholder or Noteholder or pledgee of
Certificates or Notes and may deal with the Depositor, the Administrator, the
Indenture Trustee, the Seller and the Master Servicer in banking transactions
with the same rights as it would have if it were not Owner Trustee.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    Section
7.08. Paying Agent; Authenticating
Agent.  The rights and protections afforded to the Owner
Trustee pursuant to this Article and Sections 8.02, 10.02 and 10.03 shall
also be afforded to each Paying Agent, any authenticating agent and the
Certificate Registrar.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    ARTICLE
EIGHT

     

    COMPENSATION
AND INDEMNIFICATION OF OWNER TRUSTEE

     

    Section
8.01. Owner Trustee’s Fees and
Expenses.  The Owner Trustee shall receive as compensation for
its services hereunder such fees as have been separately agreed upon before the
date hereof between the Master Servicer and the Owner Trustee, and upon the
formation of the Issuer, the Owner Trustee shall be entitled to be reimbursed,
except as otherwise provided in the Basic Documents, by the Master Servicer for
its other reasonable expenses hereunder, including the reasonable compensation,
expenses and disbursements of such agents, representatives, experts and counsel
as the Owner Trustee may employ in connection with the exercise and performance
of its rights and its duties hereunder.

     

    Section
8.02. Indemnification.  Wachovia
Bank shall be liable as prime obligor for, and shall indemnify the Indemnified
Parties from and against, any and all Expenses, which may at any time be imposed
on, incurred by, or asserted against the Owner Trustee or any other Indemnified
Party in any way relating to or arising out of this Agreement, the other Basic
Documents, the Owner Trust Estate, the administration of the Owner Trust Estate
or the action or inaction of the Owner Trustee hereunder; provided, however,
that Wachovia Bank shall not be liable for or required to indemnify an
Indemnified Party from and against Expenses arising or resulting from any of the
matters described in the third sentence of Section 7.01.  In no
event will Wachovia Bank or the Owner Trustee be entitled to make any claim upon
the Owner Trust Estate for the payment or reimbursement of any
Expenses.  The indemnities contained in this Section shall survive the
resignation or termination of the Owner Trustee or the termination of this
Agreement.  In the event of any claim, action or proceeding for which
indemnity will be sought pursuant to this Section, the Owner Trustee’s choice of
legal counsel shall be subject to the approval of Wachovia Bank, which approval
shall not be unreasonably withheld.

     

    Section
8.03. Payments to the Owner
Trustee.  Any amounts paid to the Owner Trustee pursuant to
this Article shall be deemed not to be a part of the Owner Trust Estate
immediately after such payment.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    ARTICLE
NINE

     

    TERMINATION
OF TRUST AGREEMENT

     

    Section
9.01. Termination of Trust
Agreement.

     

    (a) This
Agreement (other than the provisions of Article Eight) shall terminate and
be of no further force or effect and the Issuer shall dissolve upon the earlier
of (i) the payment to the Master Servicer, the Paying Agent, the Owner
Trustee, the Indenture Trustee, the Swap Counterparty, the Noteholders and the
Certificateholders of all amounts required to be paid to them pursuant to the
terms of the Indenture, the Sale and Servicing Agreement, the Swap Agreement and
Article Five, (ii) the Distribution Date next succeeding the month
which is one year after the maturity or other liquidation of the last Receivable
and the disposition of any amounts received upon liquidation of any property
remaining in the Issuer or (iii) upon the purchase of the Receivables by
the Seller in connection with an Optional Purchase and retirement of the Notes
and Certificates.  The bankruptcy, liquidation, dissolution, death or
incapacity of any Certificateholder shall not (i) operate to terminate this
Agreement or the Issuer, (ii) entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Issuer or the Owner Trust Estate or (iii) otherwise affect the rights,
obligations and liabilities of the parties hereto.

     

    (b) Except as
provided in Section 9.01(a), neither the Depositor nor any
Certificateholder shall be entitled to revoke or terminate the
Issuer.

     

    (c) Notice of
any termination of the Issuer, specifying the Distribution Date upon which
Certificateholders shall surrender their Certificates to the Paying Agent for
payment of the final distribution and cancellation, shall be given by the Owner
Trustee by letter to Certificateholders mailed within five Business Days of
receipt of notice of such termination from the Master Servicer, stating
(i) the Distribution Date upon or with respect to which final payment of
the Certificates shall be made upon presentation and surrender of the
Certificates at the office of the Paying Agent therein designated, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable and that payments are
being made only upon presentation and surrender of the Certificates at the
office of the Paying Agent therein specified.  The Owner Trustee shall
give such notice to the Certificate Registrar (if other than the Owner Trustee),
the Paying Agent and the Swap Counterparty at the time such notice is given to
Certificateholders.  Upon presentation and surrender of the
Certificates, the Paying Agent shall cause to be distributed to
Certificateholders, subject to Section 3808 of the Statutory Trust Statute,
amounts distributable on such Distribution Date pursuant to
Section 5.02.

     

    (d) In the
event that all of the Certificateholders shall not surrender their Certificates
for cancellation within six months after the date specified in the above
mentioned written notice, the Owner Trustee shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect
thereto.  If within one year after the second notice all the
Certificates shall not have been surrendered for cancellation, the Owner Trustee
may take appropriate steps, or may appoint an agent to take

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    appropriate
steps, to contact the remaining Certificateholders concerning surrender of their
Certificates and the cost thereof shall be paid out of the funds and other
assets that shall remain subject to this Agreement.  Subject to
applicable escheat laws, any funds remaining in the Issuer after exhaustion of
such remedies shall be distributed by the Owner Trustee to the Seller, as
Certificateholder.

     

    (e) Upon the
winding up of the Issuer, in accordance with Section 3808 of the Statutory
Trust Statute, and its termination, the Owner Trustee, acting pursuant to the
written instructions of the Depositor, which instructions shall certify that the
winding up of the Issuer has been duly completed in accordance with this
Article, shall cause the Certificate of Trust to be cancelled by filing a
certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810(d) of the Statutory Trust Statute.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    ARTICLE
TEN

     

    SUCCESSOR
AND ADDITIONAL OWNER TRUSTEES

     

    Section
10.01. Eligibility Requirements for
Owner Trustee.  The Owner Trustee shall at all times
(i) be authorized to exercise corporate trust powers, (ii) have a
combined capital and surplus of at least $50,000,000 and be subject to
supervision or examination by federal or State authorities and (iii) have
(or have a parent that has) a long-term debt rating of investment grade by
Moody’s and Standard & Poor’s or otherwise be acceptable to each of the
Rating Agencies.  If such entity shall publish reports of condition at
least annually pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purpose of this Section, the
combined capital and surplus of such corporation or banking association shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  If at any time the Owner Trustee
shall cease to be eligible in accordance with the provisions of this Section,
the Owner Trustee shall resign immediately in the manner and with the effect
specified in Section 10.02.

     

    Section
10.02. Resignation or Removal of
Owner Trustee.

     

    (a) The Owner
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Administrator and the Depositor, and
will provide to the Depositor in writing and in form and substance reasonably
satisfactory to the Depositor, all information reasonably requested by the
Depositor in order to comply with its reporting obligation under the Exchange
Act with respect to the resignation of the Owner Trustee.  Upon
receiving such notice of resignation, the Administrator shall promptly appoint a
successor Owner Trustee acceptable to the Depositor by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Owner Trustee and one copy to the successor Owner Trustee.  If no
successor Owner Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Owner Trustee may petition any court of competent jurisdiction for the
appointment of a successor Owner Trustee.

     

    (b) If at any
time the Owner Trustee shall: (i) cease to be eligible in accordance with
Section 10.01 and shall fail to resign after written request therefor by
the Administrator, or if at any time the Owner Trustee shall be legally unable
to act; (ii) be adjudged bankrupt or insolvent, or a receiver of the Owner
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Owner Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation; (iii) fail to
comply with any of its obligations under Section 10.02, Section 10.04 or Section
11.03 of this Agreement, during the period that the Depositor is required to
file Exchange Act Reports with respect to the Issuer and such failure is not
remedied within the lesser of ten calendar days and the period of time in which
the related Exchange Act Report is required to be filed (without taking into
account any extensions) or (iv) otherwise become incapable of acting, then
the Administrator or the Depositor may remove the Owner Trustee.  If
the Administrator or Depositor shall remove the Owner Trustee under the
authority of the immediately preceding sentence, the Administrator shall
promptly appoint a successor Owner Trustee acceptable to the Depositor by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the outgoing Owner Trustee so removed and one 

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    copy to
the successor Owner Trustee, and shall pay all fees and expenses owed to the
outgoing Owner Trustee.

     

    Any
resignation or removal of the Owner Trustee and appointment of a successor Owner
Trustee pursuant to any of the provisions of this Section shall not become
effective until acceptance of appointment by the successor Owner Trustee
pursuant to Section 10.03 and payment of all fees and expenses owed to the
outgoing Owner Trustee.  The Administrator shall provide notice of
such resignation or removal of the Owner Trustee to each Rating Agency that has
provided ratings of the Notes, the Depositor, the Certificateholders, the Swap
Counterparty and the Indenture Trustee.

     

    Section
10.03. Successor Owner
Trustee.  Any successor Owner Trustee appointed pursuant to
Section 10.02 shall execute, acknowledge and deliver to the Administrator
and to its predecessor Owner Trustee an instrument accepting such appointment
under this Agreement and deliver to the Depositor in writing and in form and
substance reasonably satisfactory to the Depositor, all information reasonably
requested by the Depositor in order to comply with its reporting obligation
under the Exchange Act with respect to the successor Owner Trustee, and
thereupon, subject to the payment of all fees and expenses owed to the
predecessor Owner Trustee, the resignation or removal of the predecessor Owner
Trustee shall become effective, and such successor Owner Trustee, without any
further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor under this Agreement, with
like effect as if originally named as Owner Trustee.  The predecessor
Owner Trustee shall upon payment of its fees and expenses deliver to the
successor Owner Trustee all documents and statements and monies held by it under
this Agreement and the Administrator and the predecessor Owner Trustee shall
execute and deliver such instruments and do such other things as may reasonably
be required for fully and certainly vesting and confirming in the successor
Owner Trustee all such rights, powers, duties and obligations.

     

    No
successor Owner Trustee shall accept appointment as provided in this Section
unless at the time of such acceptance such successor Owner Trustee shall be
eligible pursuant to Section 10.01.

     

    Any
successor Owner Trustee appointed pursuant to this Section shall file an
amendment to the Certificate of Trust with the Secretary of State reflecting the
name and principal place of business of such successor in the State of
Delaware.

     

    Upon
acceptance of appointment by a successor Owner Trustee pursuant to this Section,
the Administrator shall mail notice thereof to all Certificateholders, the
Indenture Trustee, the Noteholders, the Swap Counterparty and each Rating Agency
that has provided ratings of the Notes.  If the Administrator shall
fail to mail such notice within ten days after acceptance of such appointment by
the successor Owner Trustee, the successor Owner Trustee shall cause such notice
to be mailed at the expense of the Administrator.

     

    Section
10.04. Merger or Consolidation of
Owner Trustee.

     

    (a) If the
Owner Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another entity, the
resulting, surviving or 

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    transferee
corporation or banking association without any further act, except the filing of
an amendment to the Certificate of Trust, if required under the Statutory Trust
Statute, shall be the successor Owner Trustee; provided, however, that such
corporation or banking association must be otherwise qualified and eligible
under Section 10.01.  The Owner Trustee shall (i) provide
the Rating Agencies that have provided ratings of the Notes with written notice
as soon as practicable after a public announcement is made regarding any such
transaction, (ii) file an amendment to the Certificate of Trust as required
by Section 10.03 (if required under the Statutory Trust Statute) and
(iii) provide the Depositor in writing and in form and substance reasonably
satisfactory to the Depositor, all information reasonably requested by the
Depositor in order to comply with its reporting obligation under the Exchange
Act with respect to the successor Owner Trustee.

     

    (b) If any of
the Certificates shall have been authenticated but not delivered at the time
such successor or successors by consolidation, merger or conversion to the Owner
Trustee shall succeed to the trusts created by this Agreement, any such
successor to the Owner Trustee may adopt the certificate of authentication of
any predecessor trustee and deliver such Certificates so
authenticated.  If any of the Certificates shall not have been
authenticated upon such succession, any such successor to the Owner Trustee may
authenticate such Certificates either in the name of any predecessor trustee or
in the name of the successor to the Owner Trustee.  In all such cases
such certificates shall have the full force which the Certificates or this
Agreement provide that the certificate of the Owner Trustee shall
have.

     

    Section
10.05. Appointment of Co-Trustee or
Separate Trustee.  Notwithstanding any other provision of this
Agreement, at any time, for the purpose of meeting any legal requirement of any
jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle
may at the time be located, the Administrator and the Owner Trustee acting
jointly shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Administrator and Owner Trustee to
act as co-trustee, jointly with the Owner Trustee, or as separate trustee or
separate trustees, of all or any part of the Owner Trust Estate, and to vest in
such Person, in such capacity and for the benefit of the Certificateholders,
such title to the Owner Trust Estate or any part thereof and, subject to the
other provisions of this Section, such powers, duties, obligations, rights and
trusts as the Administrator and the Owner Trustee may consider necessary or
desirable.  If the Administrator shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, the
Owner Trustee alone shall have the power to make such appointment.  No
co-trustee or separate trustee under this Agreement shall be required to meet
the terms of eligibility as a successor Owner Trustee pursuant to
Section 10.01, except that such co-trustee or successor trustee shall have
the Required Rating or otherwise be acceptable to each Rating Agency, and no
notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 10.03.

     

    Each
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:

     

    (a) all
rights, powers, duties and obligations conferred or imposed upon the Owner
Trustee shall be conferred or imposed upon and exercised or performed by the
Owner Trustee and such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee is not authorized to act
separately without the Owner

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    Trustee
joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed, the Owner
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Owner Trust Estate or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate trustee
or co-trustee, but solely at the direction of the Owner Trustee;

     

    (b) no
trustee under this Agreement shall be personally liable by reason of any act or
omission of any other trustee under this Agreement; and

     

    (c) the
Administrator and the Owner Trustee acting jointly may at any time accept the
resignation of or remove any separate trustee or co-trustee.

     

    Any
notice, request or other writing given to the Owner Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them.  Every instrument appointing
any separate trustee or co-trustee shall refer to this Agreement and the
conditions of this Article.  Each separate trustee and co-trustee,
upon its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Owner Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Owner Trustee.  Each such instrument shall be filed
with the Owner Trustee and a copy thereof given to the
Administrator.

     

    Any
separate trustee or co-trustee may at any time appoint the Owner Trustee as its
agent or attorney-in-fact with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on
its behalf and in its name.  If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor co-trustee or separate trustee.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    ARTICLE
ELEVEN

     

    REGULATION
AB

     

    Section
11.01. Intent of the Parties;
Reasonableness.

     

    (a) The
Depositor and the Owner Trustee acknowledge and agree that the purpose of this
Article Eleven is to facilitate compliance by the Depositor with the provisions
of Regulation AB and related rules and regulations of the
Commission.  The Depositor shall not exercise its right to request
delivery of information or other performance under these provisions other than
in good faith, or for purposes other than the Depositor’s compliance with the
Securities Act, the Exchange Act and the rules and regulations of the Commission
thereunder (or the provision in a private offering of disclosure comparable to
that required under the Securities Act).  The Owner Trustee agrees to
cooperate in good faith with any reasonable request by the Depositor for
information regarding the Owner Trustee which is required in order to enable the
Depositor to comply with the provisions of Regulation AB, including, without
limitation, Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB as it relates
to the Owner Trustee or to the Owner Trustee’s obligations under this
Agreement.

     

    Section
11.02. Representations and
Warranties.  The Owner Trustee represents that:

     

    (i) there are
no affiliations, relating to the Owner Trustee with respect to any Item 1119
Party;

     

    (ii) there are
no relationships or transactions with respect to any Item 1119 Party and the
Owner Trustee that are outside the ordinary course of business or on terms other
than would be obtained in an arm’s length transaction with an unrelated third
party, apart from the transactions contemplated under the Basic Documents, and
that are material to the investors’ understanding of the Notes; and

     

    (iii) there are
no legal proceedings pending, or known to be contemplated by governmental
authorities, against the Owner Trustee, or of which the property of the Owner
Trustee is subject, that is material to the Noteholders.

     

    Section
11.03. Information to Be Provided
by the Owner Trustee.

     

    (a) For so
long as the Depositor is required to report under Regulation AB, the Owner
Trustee shall, as promptly as practicable, notify the Depositor, in writing, of:
(i) the commencement of, a material development in or, if applicable, the
termination of, any and all legal proceedings against the Owner Trustee or any
and all proceedings of which any property of the Owner Trustee is the subject,
that is material to the Noteholders; and (ii) any such proceedings known to be
contemplated by governmental authorities.  The Owner Trustee shall
also notify the Depositor, in writing, as promptly as practicable following
notice to or discovery by a Responsible Officer of the Owner Trustee of any
material changes to proceedings described in the preceding
sentence.  In addition, the Owner Trustee will furnish to the
Depositor, in writing, the necessary disclosure regarding the Owner Trustee
describing such proceedings required to be disclosed under Item 1117 of
Regulation AB, for inclusion in reports filed by or on behalf of the Depositor
pursuant to the Exchange Act.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    (b) For so
long as the Depositor is required to report under Regulation AB, the Owner
Trustee shall (i) on or before the fifth Business Day of each January, April,
July and October, provide to the Depositor such information regarding the Owner
Trustee as is required for the purpose of compliance with Items 1109(a), 1109(b)
and 1119 of Regulation AB; provided, however, the Owner Trustee shall not be
required to provide such information in the event that there has been no change
to the information previously provided by the Owner Trustee to the Depositor;
and (ii) as promptly as practicable following notice to or discovery by a
Responsible Officer of the Owner Trustee of any changes to such information,
provide to the Depositor, in writing, such updated information.  Such
information shall include, at a minimum:

     

    (A) the Owner
Trustee’s name and form of organization;

     

    (B) a
description of the extent to which the Owner Trustee has had prior experience
serving as a trustee for asset-backed securities transactions involving auto
finance receivables;

     

    (C) a
description of any affiliation between the Owner Trustee and any of the
following parties to a Securitization Transaction, as such parties are
identified to the Owner Trustee by the Depositor in writing in advance of such
Securitization Transaction:

     

    (1) the
sponsor;

     

    (2) any
depositor;

     

    (3) the
issuing entity;

     

    (4) any
master servicer or subservicer;

     

    (5) any other
trustee;

     

    (6) any
originator;

     

    (7) any
significant obligor;

     

    (8) any
enhancement or support provider; and

     

    (9) any other
material party related to any Securitization Transaction.

     

    In
addition, the Owner Trustee shall provide a description of whether there is, and
if so the general character of, any business relationship, agreement,
arrangement, transaction or understanding between the Owner Trustee and any
above-listed party that is entered into outside the ordinary course of business
or is on terms other than would be obtained in an arm’s length transaction with
an unrelated third party, apart from the Securitization Transactions, that
currently exists or that existed during the past two years and that is material
to an investor’s understanding of the Notes.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    ARTICLE
TWELVE

     

    MISCELLANEOUS

     

    Section
12.01. Supplements and
Amendments.

     

    (a) This
Agreement may be amended from time to time by the Depositor and the Owner
Trustee with prior written notice to the Rating Agencies that have provided
ratings of the Notes and to the Swap Counterparty, without the consent of any of
the Noteholders or the Certificateholders, (i) to cure any ambiguity, to correct
or supplement any provision herein that may be inconsistent with any other
provision herein or in any offering document used in connection with the initial
offer and sale of the Notes or the Certificates and (ii) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement which will not be inconsistent with other
provisions of this Agreement; provided, however, that no such amendment
(i) may materially adversely affect the interests of any Noteholder or
Certificateholder and (ii) will be permitted unless an Opinion of Counsel
is delivered to the Owner Trustee to the effect that such amendment will not
cause the Issuer to be characterized for federal income tax purposes as an
association or publicly-traded partnership taxable as a corporation or otherwise
have any material adverse impact on the federal income taxation of any Notes
Outstanding or outstanding Certificates.

     

    (b) This
Agreement may be amended from time to time by the Depositor and the Owner
Trustee with prior written notice to the Rating Agencies that have provided
ratings of the Notes and with the consent of the Noteholders of Notes evidencing
not less than 51% of the Note Balance or, if the Notes have been paid in full,
the Certificateholders evidencing not less than 51% of the aggregate Certificate
Percentage Interest, for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Agreement or modifying
in any manner the rights of the Noteholders or the Certificateholders; provided,
however, that no such amendment will be permitted unless an Opinion of Counsel
is delivered to the Owner Trustee to the effect that such amendment will not
cause the Issuer to be characterized for federal income tax purposes as an
association or a publicly traded partnership taxable as a corporation or
otherwise have any material adverse impact on the federal income taxation of any
Notes Outstanding or outstanding Certificates; and, provided further, that no
such amendment may:

     

    (i) increase
or reduce in any manner the amount of, or accelerate or delay the timing of, or
change the allocation or priority of, collections of payments on or in respect
of the Receivables or distributions that are required to be made for the benefit
of the Noteholders or the Certificateholders without the consent of all
Noteholders and Certificateholders adversely affected by such
amendment;

     

    (ii) reduce
the percentage of the Note Balance or the percentage of the aggregate
Certificate Percentage Interest the consent of the Noteholders or
Certificateholders, as applicable, of which is required for any amendment to
this Agreement without the consent of all the Noteholders and Certificateholders
adversely affected by the amendment; or

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    (iii) adversely
affect the rating assigned by any Rating Agency that has provided ratings of the
Notes, to any Class of Notes without the consent of the Noteholders evidencing
not less than 662⁄3% of the Note Balance of such Class of Notes.

     

    (c) An
amendment to this Agreement shall be deemed not to materially adversely affect
the interests of any Noteholder or Certificateholder if (i) the Person
requesting such amendment obtains and delivers to the Owner Trustee an Opinion
of Counsel to that effect or (ii) the Rating Agency Condition is
satisfied.

     

    (d) Prior to
the execution of any such amendment or consent, the Owner Trustee shall deliver
a copy of such proposed amendment or consent to the Swap
Counterparty.  Promptly after the execution of any such amendment or
consent, the Owner Trustee shall furnish written notification of the substance
of such amendment or consent to each Certificateholder and the Depositor shall
furnish (i) written notice of the substance of such amendment or consent to the
Indenture Trustee and the Rating Agencies that have provided ratings of the
Notes and (ii) a copy of such amendment or consent to the Swap
Counterparty..

     

    (e) It shall
not be necessary for the consent of the Certificateholders, the Noteholders, the
Swap Counterparty or the Indenture Trustee pursuant to this Section to approve
the particular form of any proposed amendment or consent, but it shall be
sufficient if such consent shall approve the substance thereof.  The
manner of obtaining such consents (and any other consents of Certificateholders
provided for in this Agreement or in any other Basic Document) and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable requirements as the Owner Trustee may
prescribe.

     

    (f) Promptly
after the execution of any amendment to the Certificate of Trust, the Owner
Trustee shall file such amendment or cause such amendment to be filed with the
Secretary of State.

     

    (g) The Owner
Trustee may, but shall not be obligated to, enter into any such amendment that
affects the Owner Trustee’s own rights, duties, liabilities or immunities under
this Agreement or otherwise.

     

    (h) Prior to
the execution of any amendment to this Agreement or any amendment to any other
agreement to which the Issuer is a party, the Owner Trustee shall be entitled to
receive and shall be fully protected in relying upon an Opinion of Counsel
stating that the execution of such amendment is authorized or permitted by this
Agreement and that all conditions precedent in this Agreement to the execution
and delivery of such amendment have been satisfied.

     

    Section
12.02. No Legal Title to Owner
Trust Estate in Certificateholders.  The Certificateholders
shall not have legal title to any part of the Owner Trust Estate.  The
Certificateholders shall be entitled to receive distributions with respect to
their undivided beneficial interest therein only in accordance with Articles
Five and Nine.  No transfer, by operation of law or otherwise, of any
right, title or interest of the Certificateholders to and in their beneficial
interest in the Owner Trust Estate shall operate to terminate this Agreement or
the trusts hereunder or entitle any transferee to an accounting or to the
transfer to it of legal title to any part of the Owner Trust
Estate.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    Section
12.03. Limitations on Rights of
Others.  The provisions of this Agreement are solely for the
benefit of the Owner Trustee, the Indemnified Parties, the Depositor, the
Certificateholders, the Administrator, the Master Servicer and, to the extent
expressly provided herein, the Indenture Trustee, the Swap Counterparty and the
Noteholders, and nothing in this Agreement or in the Certificates, whether
express or implied, shall be construed to give to any other Person any legal or
equitable right, remedy or claim in the Owner Trust Estate or under or in
respect of this Agreement or any covenants, conditions or provisions contained
herein.

     

    Section
12.04. Notices.  All
demands, notices and other communications under this Agreement shall be in
writing, personally delivered, sent by telecopier, overnight courier or mailed
by certified mail, return receipt requested, or where electronic delivery is
applicable and requested, shall be delivered by electronic delivery, and shall
be deemed to have been duly given upon receipt in the case of (i) the Owner
Trustee, at the Corporate Trust Office, (ii) the Depositor, at 444 East
Warm Springs Road, Suite 118, Las Vegas, Nevada  89119,
(iii) the Indenture Trustee, at the Corporate Trust Office (as defined in
the Indenture), (iv) the Swap Counterparty, to Wachovia Bank, National
Association, 301 South College Street NC0600, Charlotte, North Carolina
28202–0600, Attention: Derivatives Documentation, (v) Moody’s, at Moody’s
Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center,
25th
Floor, 250 Greenwich Street, New York, New York 10007 (e-mail:  ServicerReports@Moodys.com), (vi) Standard &
Poor’s, to Standard & Poor’s Ratings Services, a Division of The
McGraw-Hill Companies, Inc., 55 Water Street, New York, New
York  10041, Attention: Asset Backed Surveillance Department (e-mail:
Servicer_reports@sandp.com)
or (vii) as to each of the foregoing, at such other address as shall be
designated by written notice to the other entities whose addresses are listed in
this Section.  Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Certificateholder as shown in the Certificate
Register.  Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the Certificateholder shall receive such notice.

     

    Section
12.05. Severability.  If
any one or more of the covenants, agreements, provisions or terms of this
Agreement or the Certificates shall be for any reason whatsoever held invalid,
illegal or unenforceable, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
and terms of this Agreement and the Certificates and shall in no way affect or
impair the validity or enforceability of the other covenants, agreements,
provisions and terms of this Agreement or of the Certificates or the rights of
the Certificateholders.

     

    Section
12.06. Counterparts.  This
Agreement may be executed by the parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same
instrument.

     

    Section
12.07. Successors and
Assigns.  All covenants and agreements contained herein and in
the Certificates shall be binding upon, and inure to the benefit of, each of the
Depositor, the Owner Trustee, and each Certificateholder and their respective
successors and permitted assigns, all as herein provided.  Any
request, notice, direction, consent, waiver or other instrument or action by a
Certificateholder shall bind the successors and assigns of such
Certificateholder.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    Section
12.08. Covenants of the
Depositor.  The Depositor shall not at any time institute
against the Issuer, or join in any institution against the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or State bankruptcy or
similar law in connection with any obligations relating to the Certificates, the
Notes, this Agreement or any of the other Basic Documents.

     

    Section
12.09. No
Petition.  The Owner Trustee (not in its individual capacity
but solely as Owner Trustee), by entering into this Agreement, each
Certificateholder, by accepting a Certificate or a beneficial interest therein,
the Indenture Trustee, the Swap Counterparty and each Noteholder, by accepting
the benefits of this Agreement, hereby covenant and agree that they will not at
any time institute against the Depositor or the Issuer, or join in any
institution against the Depositor or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
proceedings under any United States federal or State bankruptcy or similar law
in connection with any obligations relating to the Certificates, the Notes, this
Agreement or any other Basic Document.

     

    Section
12.10. No
Recourse.  Each Certificateholder by accepting a Certificate
acknowledges that the Certificates represent beneficial interests in the Issuer
only and do not represent interests in or obligations of the Depositor, the
Seller, the Master Servicer, the Administrator, the Owner Trustee, the Indenture
Trustee or any of their respective Affiliates and no recourse may be had against
such parties or their assets, except as may be expressly set forth or
contemplated in the Certificates, this Agreement or any other Basic
Document.

     

    Section
12.11. Headings.  The
Article and Section headings and the Table of Contents herein are for
purposes of reference only and shall not otherwise affect the meaning or
interpretation of any provision hereof.

     

    Section
12.12. GOVERNING
LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

    Section
12.13. Servicer Payment
Obligation.  The Master Servicer shall be responsible for the
payment of all fees and expenses of the Issuer, the Owner Trustee and the
Indenture Trustee paid by any of them in connection with any of their
obligations under the Basic Documents to obtain or maintain or cause to be
obtained or maintained any required license under the (i) Maryland Vehicle
Sales Finance Act or (ii) Pennsylvania Motor Vehicle Sales Finance
Act.

     

    Section
12.14. Obligations with Respect to
the Swap Counterparty.  Any obligations or duties owed to, or
rights of, the Swap Counterparty hereunder, including the right of the Swap
Counterparty to consent to, or receive notice of, any actions hereunder shall
terminate upon payment in full of the Class A-2b Notes, the Class A-3b Notes and
the Class A-4b Notes and payment of all amounts owed to the Swap Counterparty
under the Swap Agreement.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective officers, thereunto duly authorized, as of the day
and year first above written.

     

     

    
      
        	 	

                WDS
      RECEIVABLES LLC,
    as
      Depositor

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Keith
      Ford	 
	 	 	Name: 
      Keith Ford	 
	 	 	Title:   
      Assistant Vice President	 
	 	 	 	 


      

    

     

    
      
        	 	
                WILMINGTON
      TRUST COMPANY, 

                      not in
      its individual capacity but solely as Owner Trustee

                

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/  
      J. Christopher Murphy	 
	 	 	Name: 
      J. Christopher Murphey	 
	 	 	Title:   
      Financial Services Officer	 
	 	 	 	 


      

    

     

    Agreed
and Accepted:

    


    WACHOVIA
BANK, NATIONAL ASSOCIATION

     

    By: /s/ April
Hughey­­­­___________________

    Name: April Hughey

    Title: Vice President

     

     

     

    Amended and Restated Trust
Agreement

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT A

     

    THIS
ASSET BACKED CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE
EXTENT DESCRIBED IN THE TRUST AGREEMENT, THE SALE AND SERVICING AGREEMENT AND
THE INDENTURE REFERRED TO HEREIN.

     

    THIS
ASSET BACKED CERTIFICATE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY.

     

    THIS
ASSET BACKED CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR AN OBLIGATION OF
WDS RECEIVABLES LLC,  WACHOVIA DEALER SERVICES, INC. OR ANY OF THEIR
RESPECTIVE AFFILIATES.

     

    THIS
ASSET BACKED CERTIFICATE MAY NOT BE ACQUIRED BY OR WITH PLAN ASSETS OF AN
EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT THAT IS SUBJECT TO
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE.

     

    
      
        	REGISTERED	 NO. R-1


      

       

    

     

    WACHOVIA
AUTO OWNER TRUST 2008-A

    ASSET
BACKED CERTIFICATE

     

    evidencing
a beneficial interest in the property of Wachovia Auto Owner Trust 2008-A, a
Delaware statutory trust (the “Issuer”), which property includes a pool of
retail installment sale contracts and installment loans secured by new and used
motor vehicles sold by Wachovia Dealer Services, Inc., a California corporation
(“Wachovia Dealer Services”), to WDS Receivables LLC (“WDS Receivables”), a
Nevada limited liability company (the “Depositor”), and sold by the Depositor to
the Issuer.  The property of the Issuer (other than the Certificate
Payment Account and the proceeds thereof) has been pledged by the Issuer to U.S.
Bank National Association, a national banking association, as trustee (the
“Indenture Trustee”), pursuant to an indenture, dated as of June 1, 2008 (as
amended, restated, supplemented or otherwise modified from time to time, the
“Indenture”), between the Issuer and the Indenture Trustee, to secure the
payment of the Notes issued thereunder.

     

    This
certifies that WDS Receivables is the registered owner of a 100% Certificate
Percentage Interest nonassessable, fully paid, beneficial interest in the
Issuer.  The Issuer was created pursuant to a trust agreement dated
August 21, 2007 between the Depositor and Wilmington Trust Company, as trustee
(in such capacity, and not in its individual capacity, the “Owner Trustee”), as
amended and restated by the amended and restated trust agreement, dated as of
June 1, 2008 (as amended, restated, supplemented or otherwise modified from time
to time, the “Trust Agreement”), between the Depositor and the Owner Trustee, a
summary of certain of the pertinent provisions of which is set forth
below.  Capitalized terms used herein that are not 

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    otherwise
defined shall have the meanings ascribed in the Trust Agreement, the Indenture
or in the sale and servicing agreement, dated as of June 1, 2008 (as amended,
restated, supplemented or otherwise modified from time to time, the “Sale and
Servicing Agreement”), among the Issuer, the Depositor, Wachovia Dealer
Services, as seller (in such capacity, the “Seller”) and Wachovia Bank, National
Association, as master servicer (the “Master Servicer”).

     

    This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement, to which Trust Agreement the registered
holder of this Certificate (the “Certificateholder”) by virtue of the acceptance
hereof assents and by which such Certificateholder is bound.  The
property of the Issuer primarily includes: (i) a pool of retail installment
sale contracts and installment loans originated in connection with the sale of
new or used motor vehicles (the “Receivables”), (ii) all amounts received
on or in respect of the Receivables after the Cutoff Date, (iii) the
security interests in the Financed Vehicles granted by the Obligors pursuant to
the Receivables and (iv) all proceeds of the foregoing.

     

    THE
RIGHTS OF THE ISSUER IN THE FOREGOING PROPERTY OF THE ISSUER (OTHER THAN THE
CERTIFICATE PAYMENT ACCOUNT AND THE PROCEEDS THEREOF) HAVE BEEN PLEDGED TO THE
INDENTURE TRUSTEE TO SECURE THE PAYMENT OF THE NOTES.

     

    Pursuant
to the Trust Agreement, there will be distributed on each Distribution Date to
the Person in whose name this Certificate is registered at the close of business
on the Business Day preceding such Distribution Date such Certificateholder’s
Certificate Percentage Interest in the amount to be distributed to
Certificateholders on such Distribution Date.  “Distribution Date”
means the 20th day of each month or, if such 20th day is not a Business Day, the
following Business Day, commencing on July 21, 2008.

     

    THE
HOLDER OF THIS CERTIFICATE ACKNOWLEDGES AND AGREES THAT ITS RIGHTS TO RECEIVE
DISTRIBUTIONS IN RESPECT OF THIS CERTIFICATE ARE SUBORDINATED TO THE RIGHTS OF
THE NOTEHOLDERS AS DESCRIBED IN THE TRUST AGREEMENT, THE SALE AND SERVICING
AGREEMENT AND THE INDENTURE.

     

    It is the
intent of the Depositor, the Seller, the Master Servicer and the
Certificateholders that, for purposes of federal income taxes, State and local
income taxes and any other income taxes the Issuer will be treated as either an
entity that is disregarded as separate from the beneficial owner of the equity
in the Issuer if there is only one such owner, or as a partnership (other than
an association or publicly traded partnership) if there are two or more such
owners.  The Depositor and any other Certificateholders, by acceptance
of a Certificate, agree with the foregoing characterization of the Certificates
for such tax purposes and further agree to take no action inconsistent
therewith.

     

    Each
Certificateholder, by its acceptance of a Certificate or a beneficial interest
therein, covenants and agrees that such Certificateholder will not at any time
institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other proceedings under
any United States federal or State bankruptcy or similar law in connection


     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    with any
obligations relating to the Notes, the Certificates, the Trust Agreement or any
other Basic Document.

     

    Distributions
on this Certificate will be made as provided in the Trust Agreement by the
Paying Agent by wire transfer or check mailed to the Certificateholder of record
in the Certificate Register without the presentation or surrender of this
Certificate or the making of any notation hereon.  Except as otherwise
provided in the Trust Agreement and notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Owner
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency of the Certificate
Registrar maintained for that purpose in Wilmington, Delaware.

     

    Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if fully set forth on the face of this Certificate.

     

    Unless
the certificate of authentication hereon has been executed by an authorized
officer of the Owner Trustee, by manual signature, this Certificate shall not
entitle the Holder hereof to any benefit under the Trust Agreement or the Sale
and Servicing Agreement or be valid for any purpose.

     

    THIS
CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

       

    

    IN
WITNESS WHEREOF, the Owner Trustee, on behalf of the Issuer and not in its
individual capacity, has caused this Certificate to be duly executed as of the
date set forth below.

     

    
      
        
          
            	
                    Date:
      June 1, 2008

                  	 
      	
                    WACHOVIA
      AUTO OWNER TRUST 2008-A

                  
	 	 	 
	 
      	
                    By:

                  	
                    WILMINGTON
      TRUST COMPANY,

                    not
      in its individual capacity but solely as
  Owner Trustee

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Name:

                  
	 	 	Title:


          

        

      

    

     

    OWNER
TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This is
one of the Certificates referred to in the within-mentioned Trust
Agreement.

    
       

      
        
          
            
              	
                      Date:
      June 1, 2008

                    	 
      	
                      WILMINGTON
      TRUST COMPANY,

                    
	 	 	not
      in its individual capacity but solely as
    Owner Trustee
	 
      	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Name:

                    
	 	 	Title:


            

             

            
              
                
                

              

              
                A-4

                
                  

                

              

              
                
                

              

            

             

          

        

      

    

    [REVERSE
OF CERTIFICATE]

     

    This
Certificate does not represent an obligation of, or an interest in, the
Depositor, the Seller, the Master Servicer, the Administrator, the Owner Trustee
or any of their respective Affiliates, and no recourse may be had against such
parties or their assets, except as may be expressly set forth or contemplated
herein, in the Trust Agreement or in the other Basic Documents.  In
addition, this Certificate is not guaranteed by any governmental agency or
instrumentality and is limited in right of payment to certain collections with
respect to the Receivables (and certain other amounts), all as more specifically
set forth herein and in the Indenture and the Sale and Servicing
Agreement.

     

    The Trust
Agreement permits the Depositor and the Owner Trustee, on behalf of the Issuer,
with certain exceptions therein provided, to amend from time to time certain
terms and conditions set forth in the Trust Agreement without the consent of the
Certificateholders.  The Trust Agreement also permits the Depositor
and the Owner Trustee, on behalf of the Issuer, with certain exceptions as
therein provided, to amend certain terms and conditions set forth in the Trust
Agreement with the consent of the Noteholders evidencing not less than 51% of
the Note Balance and the Certificateholders evidencing not less than 51% of the
aggregate Certificate Percentage Interest.  Any such consent by the
Certificateholder shall be conclusive and binding on such Certificateholder and
on all future Certificateholders and of any Certificate issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent is made upon this Certificate.

     

    As
provided in the Trust Agreement and subject to certain limitations therein set
forth, the Transfer of this Certificate may be registered in the Certificate
Register upon surrender of this Certificate for registration of Transfer at the
Corporate Trust Office and a written instrument of transfer in form satisfactory
to the Owner Trustee and the Certificate Registrar duly executed by the
Certificateholder or such Certificateholder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in any authorized
denomination and in the same aggregate Certificate Percentage Interest in the
Issuer will be issued to the designated transferee or transferees.  No
service charge shall be made for any registration of Transfer or exchange of
Certificates, but the Owner Trustee or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection therewith.  The initial Certificate Registrar
appointed under the Trust Agreement is the Owner Trustee.

     

    Each
Certificateholder, by its acceptance of a Certificate, shall be deemed to have
represented and warranted that such Certificateholder is not an
(i) employee benefit plan or arrangement subject to Title I of ERISA,
a plan subject to Section 4975 of the Code or any entity whose underlying
assets include plans assets by reason of a plan’s investment in the entity (a
“Benefit Plan”), nor a person acting on behalf of a Benefit Plan nor using the
assets of a Benefit Plan to effect the transfer of such Certificate, or
(ii) insurance company purchasing a Certificate with funds contained in an
“insurance company general account” (as defined in Section V(e) of PTCE
95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset
Regulation.

     

    Any
Person who is not an Affiliate of the Seller and acquires more than 49.9% of the
Certificates will be deemed to represent that it is not a party in interest
(within the meaning of ERISA) or a disqualified person (within the meaning of
Section 4975(e)(2) of the Code) with 

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    respect
to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit
of its employees, and that no Benefit Plan with respect to which it is a party
in interest has or will acquire any interest in the Notes.

     

    The
Certificates are issuable only in registered form in denominations as provided
in the Trust Agreement, subject to certain limitations therein set
forth.

     

    The Owner
Trustee, the Certificate Registrar and any Paying Agent may treat the Person in
whose name this Certificate is registered in the Certificate Register (as of the
day of determination) as the owner of this Certificate for the purpose of
receiving distributions pursuant to the Trust Agreement and for all other
purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar or
any Paying Agent shall be bound by any notice to the contrary.

     

    The Trust
Agreement, with certain exceptions therein provided, shall terminate and be of
no further force or effect and the Issuer shall dissolve upon the earlier of (i)
the payment to the Master Servicer, the Paying Agent, the Owner Trustee, the
Indenture Trustee, the Swap Counterparty, the Noteholders and the
Certificateholders of all amounts required to be paid to them pursuant to the
terms of the Indenture, the Sale and Servicing Agreement, the Swap Agreement and
the Trust Agreement, (ii) the Distribution Date next succeeding the month which
is one year after the maturity or other liquidation of the last Receivable and
the disposition of any amounts received upon liquidation of any property
remaining in the Issuer or (iii) upon the purchase of the Receivables by the
Seller in connection with an Optional Purchase and retirement of the Notes and
Certificates.

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    SOCIAL
SECURITY NUMBER

    OR OTHER
IDENTIFICATION

    NUMBER OF
ASSIGNEE: ________________

     

    FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
_________________________________________________________________________

    


    _____________________________________________________________________________________________________________________________________________________

    


    (name and
address of assignee)

    


    the
within Certificate and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________, attorney, to transfer said Certificate on
the Certificate Register, with full power of substitution in the
premises.

    


    Dated:

    


    ________________________________________*/

    


    Signature
Guaranteed:

    


    ________________________________________*/

    


    
      	
              */

            	
              NOTICE:
      The signature to this assignment must correspond with the name of the
      registered owner as it appears on the face of the within Certificate in
      every particular, without alteration, enlargement or any change
      whatsoever.  Such signature must be guaranteed by an “eligible
      guarantor institution” meeting the requirements of the Certificate
      Registrar.

            


    

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    EXHIBIT B

     

    CERTIFICATE
OF TRUST OF

     

    WACHOVIA
AUTO OWNER TRUST 2008-A

     

    This
Certificate of Trust of Wachovia Auto Owner Trust 2008-A (the “Trust”), is being
duly executed and filed by Wilmington Trust Company, a Delaware banking
corporation, as trustee (the “Trustee”), to form a statutory trust under the
Delaware Statutory Trust Act (12 Del. Code, § 3801 et seq.) (the
“Act”).

     

    1.           Name.  The
name of the statutory trust formed hereby is Wachovia Auto Owner Trust
2008-A.

     

    2.           Delaware
Trustee.  The name and business address of a trustee of the
Trust having its principal place of business in the State of Delaware is
Wilmington Trust Company, 1100 North Market Street, Wilmington,
Delaware  19890-0001, Attention: Corporate Trust
Administration.

     

    3.           Effective
Date.  This Certificate of Trust shall be effective upon its
filing with the Secretary of State of the State of Delaware.

     

    IN
WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust, has
executed this Certificate of Trust in accordance with Section 3811 of the
Act.

    
       

      
        
          	 	
                  WILMINGTON
      TRUST COMPANY, 

                        as
      Trustee

                  

                	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/  
      	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


        

      

    

     

    B-1