SECOND AMENDMENT

This SECOND AMENDMENT, dated as of June , 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 agree as follows:

Section 1.

Addition of Exhibit A. Exhibit A attached hereto is hereby added

to the Put Option Agreement as Exhibit A.

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

term "Redemption Option" is hereby added to the list therein.

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

following definition is hereby added to the Additional Definitions in Section

1.01(c) in alphabetical order:

"Redemption Option Standards" means the standards set forth

in Exhibit A to this Agreement, as such Exhibit A may be modified from

time to time to the extent permitted under Section 4.01(c)."

Amendment of Section 2.03(d)(i). Section 2.03(d)(i) of the Put

Option Agreement is hereby amended by replacing the word "and" before clause

(y) with a comma and by adding the following clause at the end thereof:

"and (z) with respect to any Collateral Asset that has a

Redemption Option (other than a customary clean-up call as

described in the TALF Standing Loan Facility Procedures), the

issuer of such Collateral Asset represented, on or prior to the time

that any TALF Loan was made, that such Redemption Option

complied with the Redemption Option Standards then in effect".

Amendment of Section 4.01. Section 4.01 of the Put Option

Agreement is hereby amended by adding the following paragraph at the end

thereof:

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"(c) Neither Seller nor Buyer shall execute any waiver,

amendment or supplement to the Redemption Option Standards

attached as Exhibit A hereto without the written consent of the

Subordinated Lender; provided that Seller, Buyer and the

Subordinated Lender hereby agree that issued

in the transaction dated May 5, 2009 between 

as Issuing Entity, 

as Depositor and as Sponsor, Servicer and

Administrator for $

, meets the requirements set forth in Section

2.03(d)(i)(z)."

Section 2. 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

SPY Credit Agreement.

Section 3. 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

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.

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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/APAISecond.Arnendrnent.Put.Option.Agreementdoc

By:

By:

FEDERAL RESERV1j( COF NEW

YORK, as S-Air

Acknowledged and consented to as

of the date first above written:

UNITED STATES DEPARTMENT OF THE

TREASURY, as Subordinated Lender

By:

Name:

Title:
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:

(NY) O7865/OO7/APA1Second.Anendment.Put.Option.Agreement.doc

FEDERAL RESERVE BANK OF NEW

YORK, as Seller

By:

Acknowledged and consented to as

of the date first above written:

UNITED STATES DEPARTMENT OF THE

TREASURY, as Subordinated Lender

By:

Name: Duane Mo'se

Title: Chief Risk and Compliance Officer
EXHIBIT A

Redemption Option Standards

Description of Redemption Option and Related Representation, Warranty 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.

Exhibit A - 1

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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

"non-consolidation 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 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 sum of (i) the product of (a) the outstanding

balance thereof (after giving effect to the application of

principal collections on the redemption date) and (b) the

excess of 1.00 over the applicable TALF haircut and (ii)

5% of the outstanding balance thereof.

The TALF haircut for any ABS will be determined without

giving effect to a redemption option.

Exhibit A - 2

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o 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. 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 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

Exhibit A - 3

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- 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

Exhibit A - 4

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agree to cause the Affiliates to comply with such

restricti on.

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 remain (a) 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.

Exhibit A-5

(NY) O7865/O07/APA/Second.Ainendrneiit.Put.Option.Agreemeiit.cloc
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:

Exhibit A - 6

(NY) 07865/007/APAfSeconci. ArnendrnentPut.OptionAgreement.doc