(ii) New definitions are added which read in their entirety as follows:     “Accounting Based Consolidation Event” means the consolidation, forfinancial and/or regulatory accounting purposes, of all or any portion of the assetsand liabilities of the Investor that are the subject of this Agreement, the AssetPurchase Agreement or any other Transaction Document with all or any portion of theassets and liabilities of the Affected Person (other than the Investor) as theresult of the existence of, or occurrence of any change in, accounting standards orthe issuance of any pronouncement, interpretation or release, including, withoutlimitation, the Financial Accounting Standards Board Interpretation No. 46, by anyaccounting body or any other body charged with the promulgation or administration ofaccounting standards, including, without limitation, the Financial AccountingStandards Board, the International Accounting Standards Board, the AmericanInstitute of Certified Public Accountants, the Federal Reserve Board of Governorsand the Securities and Exchange Commission, and shall occur as of the date that suchconsolidation (i) shall have occurred with respect to the financial statements ofthe applicable Affected Person or (ii) shall have been required to have occurred,regardless of whether such financial statements were prepared as of such date.     “Asset Purchase Agreement” shall have the meaning assigned to that termin Section 2.11(c).     “Transaction Document” shall have the meaning assigned to that term inSection 2.11(c). (b) A new Section 2.11(c) is added to each of the Agreements whichreads in its entirety as follows:     (c) If an Affected Person determines that compliance with any applicable law orrequest from any central bank or other authority charged with the interpretation oradministration thereof (whether or not having the force of law) or the occurrence ofany Accounting Based Consolidation Event after May 8, 2008 (i) affects or wouldaffect the amount of capital required or reasonably expected to be maintained bysuch Affected Person and that the amount of such capital is increased by or basedupon the existence of such Affected Person’s commitment under this Agreement and allother instruments and documents to be delivered hereunder (the “TransactionDocuments”) or any agreement pursuant to which liquidity is provided to theInvestor (an “Asset Purchase Agreement”) or upon such Affected Person’spurchasing or maintaining the ownership of Eligible Assets, (ii) increases the costof making or maintaining such commitment under the Transaction Documents or any
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Asset Purchase Agreement or purchasing or maintaining the ownership of EligibleAssets to any Affected Person or (iii) reduces the return of an Affected Person inconnection with the Transaction Documents or any Asset Purchase Agreement, then,upon written demand of such Affected Person (with a copy of such demand to theAgent), the Seller shall immediately pay to the Agent for the account of suchAffected Person, from time to time as specified by such Affected Person, additionalamounts sufficient to compensate such Affected Person for such increased cost and/orreduced return in light of such circumstances. A certificate setting forth inreasonable detail such amounts and the circumstances giving rise thereto submittedto the Seller by such Affected Person shall be conclusive and binding for allpurposes, absent manifest error.          SECTION 2. Amendments to Fee Letters. As of July 1, 2008, each of the Fee Letters isamended by deleting the fraction “20/100” where it appears in clause (i) and the fraction“17.5/100” where it appears in clause (ii) and replacing them, respectively, with the fractions“25/100” and “50/100”.          Clause (i) of the Fee Letter relating to the RPA is further amended by the addition of thefollowing paragraph which reads in its entirety as follows:     If an Accounting Based Consolidation Event shall occur with respect to theInvestor and any Affected Person (other than the Investor), then from and afterwritten notification thereof from the Agent, the Administration Fee rate payable bythe Seller shall be, instead of the Administration Fee rate pursuant to the priorparagraph, a rate equal to (i) the percentage rate set forth in clause (y) of thedefinition of Assignee Rate, minus (ii) the Program Fee rate.          SECTION 3. Waiver. The Agent understands that as of the last day of March 2008, theDefault-to-Delinquency Ratio exceeded 60%, and, therefore, (i) an Event of Investment Ineligibilityunder Section 7.01(h) of the RPA has occurred and (ii) Events of Termination under Sections 7.01(f)and 7.01(i) of the Citibank Agreement have occurred and that for an unspecified period of timeprior to the last day of March 2008, one or more Investor Reports may have inadvertently beeninaccurate and the Default-to-Delinquency Ratio may have exceeded 60%, and therefore, (iii) Eventsof Investment Ineligibility under Sections 7.01(c) and 7.01(h) of the RPA may have occurred and(iv) Events of Termination under Sections 7.01(c), 7.01(f) and 7.01(i) of the Citibank Agreementmay have occurred (the said Events of Investment Ineligibility and Events of Termination beinghereinafter referred to as the “Events”).          The Agent agrees that, notwithstanding the occurrence of the Events described in the priorparagraph or any Events subsequent to the last day of March 2008 which have occurred or may occurunder Section 7.01(h) of the RPA or
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          Sections 7.01(f) and 7.01(i) of the Citibank Agreement on or prior to September 30, 2008(collectively, the “Specified Events”), (i) the Agent shall not, prior to September 30,2008, declare the Facility Termination Date or the Commitment Termination Date, as the case may be,to have occurred pursuant to Section 7.01 of each of the Agreements as a result solely of theoccurrence of a Specified Event, (ii) no Provisional Liquidation Day shall be deemed to haveoccurred under the Agreements, prior to September 30, 2008, as a result solely of the occurrence ofa Specified Event, (iii) the Agent shall not, prior to September 30, 2008, exercise its rightsunder Section 6.03(a) of each of the Agreements as a result solely of the occurrence of a SpecifiedEvent, and (iv) prior to September 30, 2008, Specified Events shall be disregarded in determiningwhether the Seller (A) may extend the maturity or adjust the Outstanding Balance of any DefaultedReceivables pursuant to the second to last sentence of Section 6.02(a) of each of the Agreementsand (B) shall comply with the provisions of Section 5.02(e) of the Agreements with respect thereto.The Seller, the Investor, Citibank and the Agent agree that on or after September 30, 2008 theAgent may declare the Facility Termination Date and/or the Commitment Termination Date, as the casemay be, to have occurred under the Agreements as a result of the occurrence of any Specified Event,regardless of whether or not the Default-to-Delinquency Ratio for the most recent month (or for anymonth prior thereto) exceeded 60%.          This Amendment and Waiver Agreement shall not be deemed to be a waiver of (i) any other Eventor any event which would constitute an Event but for the requirement that notice be given or timeelapse or both (an “Incipient Event”) which may now or hereafter exist under the Agreementsor (ii) except as provided in the preceding paragraph, any Specified Event. Nothing in thisAmendment and Waiver Agreement shall prejudice the Agent’s right to exercise at any time anyrights, remedies, powers, claims or causes of action now or hereafter available under theAgreements as a result of any past, present or future Event or Incipient Event (including, exceptas provided in the preceding paragraph, any Specified Event). The Agent hereby specificallyreserves all of its rights, remedies, powers, claims and causes of action under the Agreements andunder applicable law, all of which rights, remedies, powers, claims and causes of action arecumulative.          SECTION 4. Conditions Precedent. The terms and provisions of this Amendment andWaiver Agreement shall become effective upon the execution and delivery of five (5) counterpartshereof by the parties hereto.          SECTION 5. Confirmation of Agreements and Fee Letters. Except as herein expresslyamended, each of the Agreements and the Fee Letters is ratified and confirmed in all respects andshall remain in full force and effect in accordance with its terms. Each reference in theAgreements and the Fee Letters to “this Agreement” shall mean the relevant Agreement or Fee Letteras amended by this Amendment and Waiver Agreement, and as hereafter amended or restated.
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          **SECTION 6.****GOVERNING LAW****. THIS AMENDMENT AND WAIVER AGREEMENT SHALL BE GOVERNED BY,AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THEVALIDITY OR PERFECTION OF THE INTERESTS OF THE OWNERS IN THE RECEIVABLES, OR REMEDIES HEREUNDER, INRESPECT THEREOF ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.**          SECTION 7. Execution in Counterparts. This Amendment and Waiver Agreement may beexecuted in any number of counterparts and by different parties hereto in separate counterparts,each of which when so executed shall be deemed to be an original and all of which when takentogether shall constitute one and the same Agreement. Delivery of an executed counterpart of asignature page to this Amendment and Waiver Agreement by telecopier shall be effective as deliveryof a manually executed counterpart of this Amendment and Waiver Agreement.          SECTION 8. Seller’s Representations and Warranties. The Seller represents andwarrants that this Amendment and Waiver Agreement has been duly authorized, executed and deliveredby the Seller pursuant to its corporate powers and constitutes the legal, valid and bindingobligation of the Seller.[Remainder of this page intentionally left blank]
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     IN WITNESS WHEREOF, the parties have caused this Amendment and Waiver Agreement to be executedby their respective officers thereunto duly authorized, as of the date first above written.      THE DETROIT EDISON COMPANY