WHEREAS, in connection with (i) the Warehouse Lending Facility, Warehouse Borrower hasexecuted a Promissory Note payable to CGMRC, dated April 29, 2005 (as amended, restated, modifiedor otherwise supplemented, the “Warehouse Loan Note”) and a Supplemental Loan PromissoryNote payable to CGMRC, dated April 29, 2005 (as amended, restated, modified or otherwisesupplemented, the “Supplemental Loan Note”; together with the Warehouse Loan Note, the“Warehouse Notes”) and (ii) the Residual Facility, Residual Borrower has executed a Notepayable to CGMRC, dated April 29, 2005 (as amended, restated, modified or otherwise supplemented,the “Residual Loan Note” and together with the Warehouse Notes, the “Notes”);     WHEREAS, CGMRC, TFC, Warehouse Borrower and Residual Borrower have agreed to terminate theWarehouse Lending Facility and the Residual Facility;     NOW THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:     1. The Warehouse Borrower and the Residual Borrower have informed CGMRC that they intend torepay, on June 20, 2008 (the “Payoff Date”), all Obligations outstanding under theWarehouse Lending Agreement and all Obligations outstanding under the Master Residual LoanAgreement, the amounts of which are set forth on Schedule I attached hereto (all suchamounts, together with the per diem amounts set forth on Schedule I for each day followingthe Payoff Date if such amounts are not paid as of the Payoff Date, collectively referred to as the“Pay-Off Amount”).     2. Upon receipt by CGMRC of the Pay-Off Amount in immediately available funds from theWarehouse Borrower and the Residual Borrower by 2:00 p.m., New York City time, on the Payoff Datein accordance with the account information set forth on Schedule II (the “Pay-OffEffective Time”), CGMRC hereby agrees that :     (i) the Warehouse Lending Agreement, the Master Residual Loan Agreement, the SecurityAgreement, the Warehouse Affiliate Guaranty, the Residual Affiliate Guaranty, the ServicingAgreement, the Limited Power of Attorney and all other Lender Loan Documents (collectively,the “Terminated Agreements”; capitalized terms used but not otherwise defined hereinshall have the respective meanings assigned thereto under the relevant Terminated Agreements)are terminated and, upon such termination, all rights, obligations, covenants and agreementsof the respective parties under the relevant Terminated Agreements shall be terminated,cancelled and of no further force or effect, except for those provisions in respect of (i)taxes under Sections 3.16 and 11.04(c) of the Warehouse Lending Agreement and Sections 2(j)and 17(d)(iii) of the Master Residual Loan Agreement, (ii) indemnification under Sections3.07, 10.04 and 11.04(d) of the Warehouse Lending Agreement and Sections 2(h), 16(d) and17(d)(iv) of the Master Residual Loan Agreement, (iii) expense reimbursement under Sections11.04(a) and 11.04(b) of the Warehouse Lending Agreement and Sections 17(d)(i) and 17(d)(ii)of the Master Residual Loan Agreement, and (iv) confidentiality under Section 11.16 of theWarehouse Lending Agreement and Section 17(t) of the Master Residual Loan Agreement;
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     (ii) (a) all rights obligations, covenants and agreements of CGMRC under theIntercreditor Agreement shall be terminated (including, for the avoidance of doubt, the rightto receive Remittance Proceeds in accordance with Section 2.4 of the Intercreditor Agreement)and (b) Collection Account Bank shall no longer serve as Agent for CGMRC;     (iii) CGMRC hereby relinquishes its rights under Section 6.5 of the Master Sale andContribution Agreement and Section 6.5 of the Master Receivables Purchase Agreement;     (iv) the Warehouse Notes are cancelled in full and shall be promptly delivered to theOwner Trustee;     (v) the Residual Loan Note is cancelled in full and shall be promptly delivered to theResidual Borrower;     (vi) CGMRC releases (i) the Collateral (as defined in the Security Agreement) from thesecurity interest created by the Security Agreement, and (ii) the Collateral (as defined inthe Master Residual Loan Agreement) from the security interest created by the Master ResidualLoan Agreement;     (vii) CGMRC authorizes the Warehouse Borrower to terminate or cause to be terminated theUCC financing statements pertaining to the liens and security interests created by theSecurity Agreement;     (viii) CGMRC authorizes the Residual Borrower to terminate or cause to be terminated theUCC financing statements pertaining to the liens and security interests created by the MasterResidual Loan Agreement; and     (ix) CGMRC directs the Collection Account Bank under the Warehouse Facility to releaseall funds remaining on deposit in the Collection Account (as defined in the Warehouse LendingAgreement) to the Warehouse Borrower.     3. Each of CGMRC, Warehouse Borrower, Residual Borrower, Seller, TFC, Collection Account Bankand Backup Servicer agrees to execute and deliver to each of the parties hereto such reasonable andappropriate additional documents, instruments or agreements as may be reasonably requested inwriting and that are necessary or appropriate to effectuate the purposes of this Agreement,including, without limitation, any documents, instruments or agreements as are necessary to removeCGMRC as registered owner of any Pledged ABS.
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     4. Each of the Warehouse Borrower, the Residual Borrower, the Seller and TFC, on behalf ofitself and its Subsidiaries and Affiliates, hereby acknowledges that neither it nor any of itsSubsidiaries or Affiliates has any defense, counterclaim, offset, cross-complaint, claim or demandof any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part ofsuch Person’s liability to repay all amounts due and owing under the Terminated Agreements or anyother document entered into or delivered thereunder or to seek affirmative relief or damages of anykind or nature from CGMRC or any of its past, present or future officers, directors, servants,agents, shareholders, trustees, investors, limited partners, general partners, attorneys, assigns,heirs, parents or subsidiaries, or any other person acting for or on behalf of any of them(collectively, the “CGMRC Parties”). Each of the Warehouse Borrower, the ResidualBorrower, the Seller and TFC, on behalf of itself and its Subsidiaries and Affiliates, all theirsuccessors, assigns, subsidiaries and affiliates and any person acting for or on behalf of, orclaiming through them, hereby fully, finally and forever releases and discharges the CGMRC Partiesof and from any and all past, present and future actions, causes of action, demands, suits, claims,liabilities, liens, lawsuits, adverse consequences, amounts paid in settlement, costs, damages,debts, deficiencies, diminution in value, disbursements, expenses, losses and other obligations ofany kind or nature whatsoever, whether in law, equity or otherwise (including without limitationthose arising under 11 U.S.C. §§ 541-550 and interest or other carrying costs, penalties, legal,accounting and other professional fees and expenses, and incidental, consequential and punitivedamages payable to third parties), whether known or unknown, fixed or contingent, direct, indirect,or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, matured orunmatured, liquidated or unliquidated, past or present, now existing, heretofore existing or whichmay heretofore accrue against any of the CGMRC Parties, whether held in a personal orrepresentative capacity, and which are based on any act, fact, event or omission or other matter,cause or thing occurring at or from any time prior to and including the date hereof and in any way,directly or indirectly, arising out of, connected with or relating to the Terminated Agreements andthe transactions contemplated thereby, and all other agreements, certificates, instruments andother documents and statements (whether written or oral) related to any of the foregoing.     5. Each of the Warehouse Borrower, the Seller and TFC hereby represents and warrants to CGMRCthat (i) the Other Warehouse Facility and all documents relating thereto have been terminated, (ii)all amounts outstanding under the Other Warehouse Facility have been paid in full, and (iii) allliens on the Other Warehouse Financing Facility Collateral have been released.     6. The Bank of New York, in its capacity as Collection Account Bank under the WarehouseLending Facility and as Collection Account Bank under the Residual Facility, hereby acknowledgesthat all amounts owed to it under the Warehouse Lending Facility and under the Residual Facilityhave been paid in full.     7. The Backup Servicer hereby acknowledges that all amounts owed to it under the WarehouseLending Facility have been paid in full.     8. The Seller hereby certifies that it is the sole Certificateholder and instructs the OwnerTrustee on behalf of Warehouse Borrower to execute this Agreement. The parties hereto consent tothe execution of this Agreement by the Owner Trustee on behalf of Warehouse Borrower. TheCertificateholder confirms that the actions contemplated herein are duly authorized pursuant to andin accordance with the Trust Agreement and are not inconsistent with the terms of the documents towhich Warehouse Borrower is a party. In addition, the Certificateholder agrees to indemnify theOwner Trustee in connection herewith.
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     9. This Agreement will in all respects be governed by and construed in accordance with thelaws of the State of New York, without conflict of law principles of such State.     10. This Agreement may be executed by the parties hereto in separate counterparts, each ofwhich when so executed and delivered will constitute an original, but all such counterparts willtogether constitute but one and the same agreement.     11. This Agreement is executed by Wilmington Trust Company, not in its individual capacity butsolely in its capacity as Owner Trustee of the Trust, and, as such, Wilmington Trust Company shallincur no personal liability in connection herewith or the transactions contemplated hereby.[Signature Pages Follow]
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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their dulyauthorized representatives on the date first written above.      CITIGROUP GLOBAL MARKETS REALTY CORP.