FIRST AMENDMENT

This FIRST AMENDMENT, dated as of April I, 2009 (this

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

March 3, 2009 (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 agree as follows:

Section 1.

Amendment of Section 1.01(a) (Terms Defined in the MLSA). The

terms "Applicable Fixed Rate Benchmark Period" and "Final Confirmation" are

hereby added to the list therein.

Amendment of Section 1.01(c) (Additional Definitions).

The definition of the term, "Applicable Three Year Overnight

Index Swap Rate", set forth in Section 1.0 1(c) of the Put Option Agreement is

hereby amended and restated to read in full as follows:

"Applicable Overnight Index Swap Rate" means, for any Fixed Rate

Loan, the rate per annum equal to the closing rate for overnight indexed swaps

having a term corresponding to the Applicable Fixed Rate Benchmark Period

published by Bloomberg as of 12:00 noon, New York time, on the applicable

Loan Subscription Date; provided that if such rate is not available at such time

from Bloomberg, such rate shall be the rate per annum equal to the average

midpoint (calculated by FRBNY) of the rates for overnight indexed swaps having

a term equal to the Applicable Fixed Rate Benchmark Period quoted by three

financial institutions designated by FRBNY on the applicable Loan Subscription

Date and notified to Buyer.

The phrase "Applicable Three Year Overnight Index Swap

Rate" in the definition of "Fixed Rate Loan Monthly Rate" is hereby replaced

with the phrase "Applicable Overnight Index Swap Rate".

Section 2. Miscellaneous.

(a) Continuing Effectiveness. Except as expressly set forth herein, the

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

(NY) 07865/007/APAJFìrst.AmendmentPut.Option.Agreeinent.doc
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 ofAmendment. 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 3. Governing Law. THIS AMENDMENT SHALL BE

GOVERNED BY AND CONSTRUED [N ACCORDANCE WITH THE

FEDERAL LAW OF THE UNITED STATES IF AND TO THE EXTENT

SUCH LAW IS APPLICABLE, AND OTHERWISE IN ACCORDANCE WITH

THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO

CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH

STATE.

Section 4. 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/APAfFirst.Aniendment.Put.OptionAgreementdoc

-2-
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

(NY) 07865/007/APAIhrst.AmendmentPutOption.Agreementdoc

By:

FEDERAL RE

YORK,

By:

Acknowledged and consented to as

of the date first above written:

UNITED STATES DEPARTMENT OF THE

TREASURY, as Subordinated Lender

By:

Name:

Title:

K OF NEW