This THIRD AMENDMENT, dated as of November 5, 2009 (this

"Amendment"), amends that certain PUT OPTION AGREEMENT, dated as of

March 3, 2009 (as amended from time to time, the "Put Option Agreement"),

between TALF LLC, a Delaware limited liability company ("Buyer"), and

FEDERAL RESERVE BANK OF NEW YORK ("FRBNY"). Capitalized terms

used but not otherwise defined herein have the respective meanings given to them

in the Put Option Agreement.

WHEREAS, the parties hereto have agreed to amend the Put Option

Agreement as more fully set forth below;

NOW, THEREFORE, the parties hereto hereby wee as follows:

Section 1. Definitions.

(a) Addition of Exhibit B. Exhibit B attached hereto is hereby added to

the Put Option Agreement as Exhibit B.

(b) Amendment of Section I.01(a) of the Put Option Agreement (Terms

Defined in the MLSA).

The term "Applicable Primary Dealer" is hereby replaced with

"Applicable TALF Agent" and the term "Primary Dealer" is hereby

replaced with "TALF Agent".

The terms "AUP Report (Industry)" and "AUP Report

(TALF)" are hereby added in alphabetical order to the list therein.

(c) Amendment of Section 1.01(c) of the Put Option Agreement

(Additional Definitions).

The definitions of the terms "Applicable Overnight Index Swap

Rate" and "One Month Overnight Index Swap Rate", both as set forth in

Section 1.01(c), are hereby amended by inserting the words "the Business

Day preceding" before each appearance of the phrase "the applicable Loan

Subscription Date".

Every appearance of the term "Applicable Primary Dealer" in

Section 1.01(c) is hereby replaced with the term "Applicable TALF

Agent" and every appearance of the term "Primary Dealer" in Section

1.01(c) is hereby replaced with the term "TALF Agent".

The definition of the term "Redemption Option Standards" is

amended and restated to read in its entirety as follows:

(NY) 07865/007/APA/Third.Amendment.PutOption.Agreementdoc

THIRD AMENDMENT
"Redemption Option Standards" means, before November 3,

2009, the standards set forth in Exhibit A to this Agreement, and on and

after November 3, 2009, the standards set forth in Exhibit B to this

Agreement, as such standards may be modified from time to time to the

extent permitted under Section 4.01(c)."

(iv) The definition of the term "Required Documents" in Section

1.01(c) is hereby amended by adding the phrase "the AUP Report

(Industry), the AUP Report (TALF), any update to the AUP Report

(Industry)," immediately after the phrase "to the extent required pursuant

to the Eligibility Criteria,".

Section 2. Purchases and Sales. Section 2.03(d)(i)(z) of the Put

Option Agreement is hereby amended by replacing the phrase "the issuer of such

Collateral Asset represented, on or prior to the time that any TALF Loan was

made" with the phrase "the issuer of such Securities constituting the Collateral

Assets represented, at the time the first TALF Loan was made with respect to

such Collateral".

Section 4. Miscellaneous.

Continuing Effectiveness. Except as expressly set forth herein, the

Put Option Agreement shall remain in full force and effect and is ratified,

approved and confirmed in all respects. The execution, delivery and effectiveness

of this Amendment shall not, except as expressly provided herein, operate as a

waiver of any right, power or remedy of the parties under the Put Option

Agreement, nor constitute a waiver of any provision of the Put Option Agreement.

Reference to and Effect on the Put Option Agreement. Upon the

effectiveness of this Amendment each reference in the Put Option Agreement to

"this Agreement", "hereunder", "hereof' or words of like import referring to the

Put Option Agreement shall mean and be a reference to the Put Option Agreement

as amended by this Amendment.

Execution in Counterparts; Effectiveness of Amendment. This

Amendment may be signed in any number of counterparts, each of which shall be

an original, with the same effect as if the signatures thereto and hereto were upon

the same instrument. This Amendment shall become effective (i) when each

party hereto shall have received the counterpart hereof signed by the other party

hereto and (ii) subject to the consent, as indicated in the signature page hereto, of

the United States Department of the Treasury, as Subordinated Lender under the

SPV Credit Agreement.

Section 5. Governing Law. THIS AMENDMENT SHALL BE

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE

FEDERAL LAW OF THE UNITED STATES IF AND TO THE EXTENT

SUCH LAW IS APPLICABLE, AND OTHERWISE IN ACCORDANCE WITH

2

(NY) 07865/007/APAillird.Amendment.PutOption.Agreementdoc
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO

CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH

STATE.

Section 6. Successors and Assigns. The provisions of this

Amendment shall be binding upon and inure to the benefit of the parties hereto

and their respective successors and assigns.

( NY) 07865/007/APAiThird.Amendment.Put.Option.Agreement.doc

3
IN WITNESS WHEREOF, the parties hereto have caused this

Amendment to be duly executed.

TALF LLC, as Buyer

By: FEDERAL RESERVE BANK OF NEW

YORK, as its sole Managing Member

By:

By:

Name:

Title:

Signature Page

(NY) 078651007/APA/Third.Amendment.PutOption.Agreementdoe

FEDERAL RESERVE BANK OF NEW

YORK, as Seller

Acknowledged and consented to as

of the date first above written:

UNITED STATES DEPARTMENT OF THE

TREASURY, as Subordinated Lender

By:
IN WITNESS WHEREOF, the parties hereto have caused this

Amendment to be duly executed.

TALF LLC, as Buyer

By: FEDERAL RESERVE BANK OF NEW

YORK, as its sole Managing Member

By:

FEDERAL RESERVE BANK OF NEW

YORK, as Seller

By:

By:

Signature Page

(NY) 07865/007/APA/Third.Amendment.PutOptionAgreementdoc

Acknowledged and consented to as

of the date first above written:

UNITED STATES DEPARTMENT OF

T 1.W Y, Subord. t Lend If /vjl

..ofeAr.8 .4u

Name: Herbert A ison

Title: Assistant Secretary for rf ancial

Stability
EXHIBIT B

Description of Redemption Option and Related Representation, Warrant's' and Covenant

Reference is made to (i) the Indemnity Undertaking (the "Undertaking") to which this

document is attached and (ii) the related Certification as to TALF Eligibility (the "Certification")

attached to the Undertaking. Terms used and not otherwise defined herein shall have the

definitions provided or incorporated by reference in the Undertaking or the Certification.

The undersigned hereby represent and warrant, for the benefit of the FRBNY, TALF

LLC, their respective affiliates and their respective successors and assigns, that the redemption

option referred to in the Certification satisfies the requirements (the "Redemption Option

Standards") set forth in the following question and answer:

What are the terms and conditions that must be contained in a redemption

option (other than a customary clean-up call)?

For these purposes, a "customary clean-up call" with respect to a sponsor

and its securitization refers to the clean-up call which is exercisable by the

servicer or the depositor when the remaining balance of the assets or the

liabilities of the issuer is not more than 10% (or a higher percentage

customarily used by the sponsor in its securitizations that were offered

before the TALF program was established) of the original balance of such

assets or liabilities.

The redemption option must be exercisable by the issuer of the ABS

pursuant to the related indenture, pooling and servicing agreement or trust

agreement (the "issuance document") pursuant to which the ABS are

issued.

All of the ABS issued by the issuer (other than the equity in the issuer that

is retained by an Affiliate (as defined below)) must be redeemed upon

exercise of the redemption option. The lien securing the ABS may not be

released until 100% of the redemption option exercise price has been

received by the trustee.

At the time of issuance of the ABS the issuer must deliver to the trustee (i)

an acceptable opinion of outside counsel generally to the effect that the

assets and liabilities of the depositor, if any, and the issuer would not be

subject to substantive consolidation with the assets and liabilities of any

other Affiliate in the chain of sale or any Affiliate holding an equity

interest in the depositor or the issuer if any such party (other than the

depositor and the issuer) were to become a debtor in a case under the

Bankruptcy Code (an opinion with respect to the relevant parties, a "nonconsolidation opinion") and (ii) an acceptable opinion of outside counsel

generally to the effect that the transfer to the depositor or the issuer from

its Affiliates (other than the depositor, if applicable) of the assets to be

Name of Class of Security to which the Representation and Warranty relates:

CUSIP #: NY1 7002875v.3
NYI 7002875v.3

pledged as collateral for the ABS and any other transfer substantially

contemporaneous with the issuance of the ABS would be treated as a sale,

such.that the assets would not be subject to the automatic stay provisions

of, or considered property of the estate of any such entity (other than the

depositor or the issuer) under, the Bankruptcy Code, if any such entity

(other than the depositor or the issuer) were to become a debtor in a case

under the Bankruptcy Code (an opinion with respect to the relevant

transactions, a "true sale opinion"). Each such opinion shall, in addition to

the analysis included in similar opinions delivered in connection with the

securitization, if any, of comparable assets in rated transactions by the

same sponsor before the TALF program was established, include a

description of the applicable redemption option terms and, to the extent

deemed appropriate, an analysis of the effect of the redemption option on

the conclusion set forth therein.

The redemption option exercise price must be sufficient, together with

available funds from the collections on the collateral, to redeem in full the

ABS and to pay all of the issuer's expenses and liabilities, including

without limitation any swap termination payments owed by the issuer.

The redemption price of the ABS must not be less than the outstanding

balance thereof (after giving effect to the application of principal

collections on the redemption date).

The TALF haircut for any ABS will be determined without giving effect

to a redemption option.

The issuer may obtain financing to redeem the ABS only from one or

more of the following sources:

Third party debt financing: debt financing from third parties that

are not the ultimate parent,of any seller or the depositor in the ABS

transaction (the "Parent") or any Affiliate of the Parent.

"Affiliate" means (i) any person which, directly or indirectly, is in

control of, or controlled by, or is under common control with, the

Parent or (ii) any other person who is a director, member, officer,

employee or general partner (a) of the Parent, (b) of any direct or

indirect subsidiary of the Parent or (c) of any person described in

clause (i) above. This type of financing does not include the

issuance by the same issuer of a new series of ABS. The financing

must satisfy the following requirements:

the financing documents must contain arm's-length terms and

conditions

the financing may be secured by a security interest in the proceeds

of the financing and, solely upon payment in full of the ABS, by a

Name of Class of Security to which the Undertaking relates:

CUSIP #:
NYI 7002875v.3

security interest in the collateral, or may be unsecured, at the

option of the issuer and the third party lenders

the financing may be repaid only from: (i) collections on the

collateral, (ii) proceeds from sales to third parties as discussed

below; or (iii) proceeds from sales to Permitted SPE Transferees as

described below

the trustee shall have received an opinion of outside counsel to the

effect that the proceeds of such financing would not be recoverable

as a preferential transfer if the issuer were to become a debtor in

bankruptcy

the issuer is solvent, its cash on hand is sufficient to satisfy its

current obligations, its capitalization is commercially reasonable

and adequate to conduct its business and, prior to such financing,

the financial capacity of the issuer to meet its ongoing financial

commitments under the issuance document is adequate

Issuance of a new series of ABS by the issuer if the issuer is a

master trust: if the issuer is a master trust, it may obtain financing

through the issuance of a new series of ABS and apply the

proceeds thereof to redeem the ABS subject to the redemption

option (the "existing ABS"). The financing must satisfy the

following:

the financing documents must contain arm's-length terms and

conditions

at the time of issuance of the new series of ABS, the new series of

ABS must be fully secured by a security interest in the collateral

and the existing ABS must be paid in full

the existing ABS may be repaid only from: (i) collections on the

collateral and (ii) proceeds from the issuance of the new series of

ABS

the trustee shall have received an opinion of outside counsel to the

effect that the proceeds of such financing would not be recoverable

as a preferential transfer if the issuer were to become a debtor in

bankruptcy

the issuer is solvent, its cash on hand is sufficient to satisfy its

current obligations, its capitalization is commercially reasonable

and adequate to conduct its business and, prior to such financing,

the financial capacity of the issuer to meet its ongoing financial

commitments under the issuance document is adequate

Name of Class of Security to which the Undertaking relates:

CUSIP #:
the issuer must deliver to the trustee at the time of the issuance of

the new series of ABS (i) an acceptable true sale opinion with

respect to the issuer's receivables and (ii) an acceptable nonconsolidation opinion with respect to the issuer, the Parent and

Affiliates of the Parent

Sales to third parties: sales of the collateral supporting the ABS

for fair market value to third parties that are not the Parent or an

Affiliate thereof.

the issuer must deliver to the trustee at the time of sale to a third

party an acceptable true sale opinion with respect to the

characterization for bankruptcy purposes of such sales

Sale to Permitted SPE Transferees: sale of the collateral for fair

market value to a bankruptcy remote, special purpose entity (a

"Permitted SPE Transferee") that simultaneously sells, finances or

securitizes such collateral in transactions involving only

purchasers, lenders and investors that are not the Parent or an

Affiliate thereof.

the issuer must deliver to the trustee at the time of the sale to the

Permitted SPE Transferee (i) an acceptable true sale opinion with

respect to the characterization for bankruptcy purposes of such sale

and (ii) an acceptable non-consolidation opinion for bankruptcy

purposes of the Permitted SPE Transferee and Affiliates of the

Parent

if the Permitted SPE Transferee later sells the collateral, each such

sale must be a sale to a third party as described above

if the Permitted SPE Transferee securitizes the collateral, such

securitization must not contain a redemption option other than (i) a

redemption pursuant to a customary clean-up call or (ii) a

redemption option that satisfies these Redemption Option

Standards.

The Parent in the ABS transaction must agree in the issuance document

that it will not (directly or indirectly (including without limitation by

means of any derivatives, synthetics or other arrangements)) enter into any

agreement or understanding or take any other action that has the effect of

(i) providing credit support to any lender, purchaser or Permitted SPE

Transferee described above or (ii) transferring (or granting the option to

transfer) to the Parent or any Affiliate any of the benefits, burdens or other

attributes of owning the collateral or any securities or instruments backed

by the collateral. The Parent must also agree to cause the Affiliates to

comply with such restriction.

Name of Class of Security to which the Undertaking relates:

CUSIP #:

NY I 7002875v.3
The indenture trustee or trustee for the ABS transaction must receive an

officer's certificate and an opinion of outside counsel to the effect that the

conditions in the issuance document to the exercise of the redemption

have been satisfied.

The covenants of the issuer and the Parent in respect of the redemption

must survive the redemption of the ABS and the discharge of the other

obligations under the issuance document.

The representation and warranty made herein will (a) remain in full force and effect

regardless of any investigation made by or on behalf of the FRBNY and its affiliates or any of

their respective officers, directors or controlling persons and (b) be continuing and will survive

the issuance of the securities referred to in the Certification and the origination of the related

TALF funding. The undersigned acknowledge that (i) the FRBNY and TALF LLC, in accepting

the securities referred to in the Certification as collateral, will rely upon the representation and

warranty made herein and will suffer damages if such representation and warranty is not correct

and (ii) this document constitutes the description of the issuer's redemption option for its

securities referred to in the Certification and the Undertaking.

The undersigned covenant, for the benefit of the FRBNY, TALF LLC, their respective

affiliates and their respective successors and assigns, that the undersigned will not amend or

modify the redemption option for the securities referred to in the Certification without the prior

written consent of the FRBNY or, if the related loan under the Master Loan and Security

Agreement has been transferred to TALF LLC, TALF LLC or, in each case, their respective

successors and assigns.

Name of Class of Security to which the Undertaking relates:

CUSIP #:

NYI 7002875v.3
This representation, warranty and covenant is entered into as of the date of the

Certification and shall be governed by and construed in accordance with the internal laws of the

State of New York.

[Name of Sponsor]

By:

Name:

Title:

[Name of Issuer]

By:

Name:

Title:

Name of Class of Security to which the Undertaking relates:

CUSIP #:

NYI 7002875v.3