efc7-1605_ex42.htm


    Exhibit
      4.2


    
      


       
        
          

        

      

      


       

      


    

    WDS
      RECEIVABLES LLC,

    as
      Depositor,

     

    and

     

    WILMINGTON
      TRUST COMPANY,

    as
      Owner
      Trustee

     

    _________________________

     

    AMENDED
      AND RESTATED

    TRUST
      AGREEMENT

     

    Dated
      as
      of June 1, 2007

    
      _________________________

    

    
      


       

      
        
          

        



       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


    

    TABLE
      OF
      CONTENTS

     

    Page

    
      	
              ARTICLE
                ONE

               

            	 	 
	
              DEFINITIONS

               

            	 	 
	
              Section
                1.01. General Definitions

            	
              1

            	 
	
              Section
                1.02. Other Definitional Provisions

            	
              6

            	 
	
              Section
                1.03. Interpretive Provisions

            	
              6

            	 
	
               

              ARTICLE
                TWO

               

            	 	 
	
              ORGANIZATION

               

            	 	 
	
              Section
                2.01. Name

            	
              7

            	 
	
              Section
                2.02. Office

            	
              7

            	 
	
              Section
                2.03. Purposes and Powers

            	
              7

            	 
	
              Section
                2.04. Appointment of Owner Trustee

            	
              8

            	 
	
              Section
                2.05. Initial Capital Contribution of Owner Trust Estate

            	
              8

            	 
	
              Section
                2.06. Declaration of Trust

            	
              8

            	 
	
              Section
                2.07. Liability of Certificateholders

            	
              9

            	 
	
              Section
                2.08. Title to Trust Property

            	
              9

            	 
	
              Section
                2.09. Situs of Issuer

            	
              9

            	 
	
              Section
                2.10. Representations and Warranties of the Depositor

            	
              9

            	 
	
              Section
                2.11. Federal Income Tax Matters

            	
              10

            	 
	
               

              ARTICLE
                THREE

               

            	 	 
	
              CERTIFICATES
                AND TRANSFER OF INTERESTS

               

            	 	 
	
              Section
                3.01. Initial Ownership

            	
              12

            	 
	
              Section
                3.02. The Certificates

            	
              12

            	 
	
              Section
                3.03. Authentication and Delivery of Certificates

            	
              12

            	 
	
              Section
                3.04. Registration, Transfer and Exchange of Certificates.

            	
              12

            	 
	
              Section
                3.05. Mutilated, Destroyed, Lost or Stolen Certificates.

            	
              14

            	 
	
              Section
                3.06. Persons Deemed Certificateholders

            	
              14

            	 
	
              Section
                3.07. Access to List of Certificateholders’ Names and
                Addresses

            	
              15

            	 
	
              Section
                3.08. Maintenance of Office or Agency

            	
              15

            	 
	
              Section
                3.09. Appointment of Paying Agent

            	
              15

            	 
	
              Section
                3.10. Certificates Nonassessable and Fully Paid

            	
              16

            	 


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    
 

      Page

    

    
      	
              ARTICLE
                FOUR

               

            	 
	
              ACTIONS
                BY OWNER TRUSTEE

               

            	 
	
              Section
                4.01. Prior Notice to Certificateholders with Respect to Certain
                Matters

            	
              17

            
	
              Section
                4.02. Action by Certificateholders with Respect to Certain
                Matters

            	
              17

            
	
              Section
                4.03. Action by Certificateholders with Respect to
                Bankruptcy

            	
              18

            
	
              Section
                4.04. Restrictions on Certificateholders’ Power

            	
              18

            
	
              Section
                4.05. Majority Control

            	
              18

            
	
              Section
                4.06. Certain Litigation Matters

            	
              18

            
	
               

              ARTICLE
                FIVE

               

            	 
	
              APPLICATION
                OF TRUST FUNDS; CERTAIN DUTIES

               

            	 
	
              Section
                5.01. Establishment of Certificate Payment Account

            	
              19

            
	
              Section
                5.02. Application of Trust Funds

            	
              19

            
	
              Section
                5.03. Method of Payment

            	
              20

            
	
              Section
                5.04. No Segregation of Monies; No Interest

            	
              20

            
	
              Section
                5.05. Accounting and Reports to Noteholders, Certificateholders,
                the IRS
                and Others

            	
              20

            
	
              Section
                5.06. Signature on Returns; Tax Matters Partner

            	
              21

            
	
               

              ARTICLE
                SIX

               

            	 
	
              AUTHORITY
                AND DUTIES OF OWNER TRUSTEE

               

            	 
	
              Section
                6.01. General Authority

            	
              22

            
	
              Section
                6.02. General Duties

            	
              22

            
	
              Section
                6.03. Action Upon Instruction

            	
              23

            
	
              Section
                6.04. No Duties Except as Specified in this Agreement or in
                Instructions

            	
              24

            
	
              Section
                6.05. No Action Except Under Specified Documents or
                Instructions

            	
              24

            
	
              Section
                6.06. Restrictions

            	
              24

            
	
               

              ARTICLE
                SEVEN

               

            	 
	
              THE
                OWNER TRUSTEE

               

            	 
	
              Section
                7.01. Acceptance of Duties

            	
              25

            
	
              Section
                7.02. Furnishing of Documents

            	
              26

            
	
              Section
                7.03. Representations and Warranties

            	
              27

            
	
              Section
                7.04. Reliance; Advice of Counsel

            	
              27

            
	
              Section
                7.05. Not Acting in Individual Capacity

            	
              28

            
	
              Section
                7.06. Owner Trustee Not Liable for Certificates or
                Receivables

            	
              28

            
	
              Section
                7.07. Owner Trustee May Own Certificates and Notes

            	
              28

            
	
              Section
                7.08. Paying Agent; Authenticating Agent

            	
              29

            


    

     

    
 

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    

      Page

    

    
      	
              ARTICLE
                EIGHT

               

            	 
	
              COMPENSATION
                AND INDEMNIFICATION OF OWNER TRUSTEE

               

            	 
	
              Section
                8.01. Owner Trustee’s Fees and Expenses

            	
              30

            
	
              Section
                8.02. Indemnification

            	
              30

            
	
              Section
                8.03. Payments to the Owner Trustee

            	
              30

            
	
               

              ARTICLE
                NINE

               

            	 
	
              TERMINATION
                OF TRUST AGREEMENT

               

            	 
	
              Section
                9.01. Termination of Trust Agreement

            	
              31

            
	
               

              ARTICLE
                TEN

               

            	 
	
              SUCCESSOR
                AND ADDITIONAL OWNER TRUSTEES

               

            	 
	
              Section
                10.01. Eligibility Requirements for Owner Trustee

            	
              33

            
	
              Section
                10.02. Resignation or Removal of Owner Trustee

            	
              33

            
	
              Section
                10.03. Successor Owner Trustee

            	
              34

            
	
              Section
                10.04. Merger or Consolidation of Owner Trustee

            	
              34

            
	
              Section
                10.05. Appointment of Co-Trustee or Separate Trustee

            	
              35

            
	
               

              ARTICLE
                ELEVEN

               

            	 
	
              REGULATION
                AB

               

            	 
	
              Section
                11.01. Intent of the Parties; Reasonableness

            	
              37

            
	
              Section
                11.02. Representations and Warranties

            	
              37

            
	
              Section
                11.03. Information to Be Provided by the Owner Trustee

            	
              37

            
	
               

              ARTICLE
                TWELVE

               

            	 
	
              MISCELLANEOUS

               

            	 
	
              Section
                12.01. Supplements and Amendments

            	
              39

            
	
              Section
                12.02. No Legal Title to Owner Trust Estate in
                Certificateholders

            	
              40

            
	
              Section
                12.03. Limitations on Rights of Others

            	
              41

            
	
              Section
                12.04. Notices

            	
              41

            
	
              Section
                12.05. Severability

            	
              41

            
	
              Section
                12.06. Counterparts

            	
              41

            
	
              Section
                12.07. Successors and Assigns

            	
              41

            
	
              Section
                12.08. Covenants of the Depositor

            	
              42

            
	
              Section
                12.09. No Petition

            	
              42

            
	
              Section
                12.10. No Recourse

            	
              42

            
	
              Section
                12.11. Headings

            	
              42

            


    

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    
 

      Page

    

    
      	
              Section
                12.12. GOVERNING LAW

            	
              42

            
	
              Section
                12.13. Servicer Payment Obligation

            	
              42

            
	
              Section
                12.14. Obligations with Respect to the Swap Counterparty

            	
              42

            


    

    


    
      	
              EXHIBITS

               

            	 
	
              Exhibit A
                – Form of Certificate

            	
              A-1

            
	
              Exhibit B
                – Form of Certificate of Trust

            	
              B-1

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    
 

    AMENDED
      AND RESTATED TRUST AGREEMENT

     

    This
      Amended and Restated Trust Agreement, dated as of June 1, 2007, is between
      WDS
      Receivables LLC, a Nevada limited liability company, as depositor (the
“Depositor”), and Wilmington Trust Company, a Delaware banking corporation, as
      trustee (the “Owner Trustee”).

     

    WHEREAS,
      Wachovia Auto Loan Owner Trust 2007-1 has been created pursuant to a trust
      agreement, dated as of October 10, 2006, between the Depositor and the
      Owner Trustee (the “Initial Trust Agreement”), and the filing of a certificate
      of trust with the Secretary of State of the State of Delaware on
      October 10, 2006; and

     

    WHEREAS,
      the Depositor and the Owner Trustee wish to amend and restate the Initial Trust
      Agreement on the terms and conditions hereinafter set forth.

     

    NOW,
      THEREFORE, in consideration of the premises and mutual covenants herein
      contained, and of other good and valuable consideration, the receipt and
      adequacy of which are hereby acknowledged, the parties hereto agree as
      follows:

     

    ARTICLE
      ONE


     

    DEFINITIONS

     

    Section
      1.01.  General
      Definitions.  Whenever used in this Agreement, the following words
      and phrases, unless the context otherwise requires, shall have the following
      meanings:

     

    “Accountants”
      means a firm of independent public accountants.

     

    “Administration
      Agreement” means the administration agreement, dated as of June 1, 2007,
      among the Administrator, the Issuer, the Depositor and the Indenture
      Trustee.

     

    “Administrator”
      means Wachovia Bank, in its capacity as administrator under the Administration
      Agreement, and its successors in such capacity.

     

    “Affiliate”
      has the meaning specified in the Sale and Servicing Agreement.

     

    “Agreement”
      means this Amended and Restated Trust Agreement.

     

    “Applicants”
      has the meaning specified in Section 3.07.

     

    “Basic
      Documents” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Benefit
      Plan” means (i) an employee benefit plan (as such term is defined in
      Section 3(3) of ERISA) that is subject to the provisions of Title I of
      ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or
      (iii) any entity whose underlying assets include plan assets by reason of a
      plan’s investment in the entity.

     

    “Business
      Day” has the meaning specified in the Sale and Servicing
      Agreement.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Certificate”
      means a certificate evidencing the beneficial interest of a Certificateholder
      in
      the Owner Trust Estate, substantially in the form of
      Exhibit A.

     

    “Certificate
      of Trust” means the Certificate of Trust substantially in the form of
      Exhibit B filed for the Issuer pursuant to Section 3810(a) of the
      Statutory Trust Statute.

     

    “Certificate
      Payment Account” has the meaning specified in
      Section 5.01.

     

    “Certificate
      Percentage Interest” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Certificate
      Register” and “Certificate Registrar” shall have the respective
      meanings specified in Section 3.04(a).

     

    “Certificateholder”
      or “Holder” means a Person in whose name a Certificate is registered on
      the Certificate Register.

     

    “Class”
      has the meaning specified in the Indenture.

     

    “Closing
      Date” has the meaning specified in the Indenture.

     

    “Code”
      has the meaning specified in the Indenture.

     

    “Collection
      Period” has the meaning specified in the Indenture.

     

    “Commission”
      has the meaning specified in the Indenture.

     

    “Corporate
      Trust Office” means, with respect to the Owner Trustee, the principal
      corporate trust office of the Owner Trustee located at 1100 North Market Street,
      Wilmington, Delaware 19890-1605, Attention: Corporate Trust Administration,
      or
      at such other address as the Owner Trustee may designate from time to time
      by
      notice to the Certificateholders, the Indenture Trustee, the Master Servicer
      and
      the Depositor, or the principal corporate trust office of any successor Owner
      Trustee at the address designated by such successor Owner Trustee by notice
      to
      the Certificateholders, the Indenture Trustee, the Master Servicer and the
      Depositor.

     

    “Cutoff
      Date Pool Balance” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Depositor”
      means WDS Receivables, in its capacity as depositor hereunder, and its
      successors in such capacity.

     

    “Distribution
      Date” has the meaning specified in the Indenture.

     

    “Eligible
      Institution” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Eligible
      Investments” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “ERISA”
      means the Employee Retirement Income Security Act of 1974.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Excess
      Collections” has the meaning specified in the Indenture.

     

    “Exchange
      Act” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Exchange
      Act Reports” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Excluded
      Property” means any funds held and invested pursuant to Section
      2.03(b).

     

    “Expenses”
      means any and all liabilities, obligations, losses, damages, taxes, claims,
      actions and suits, reasonable costs, expenses and disbursements (including
      reasonable legal fees and expenses) of any kind and nature
      whatsoever.

     

    “Final
      Scheduled Distribution Date” has the meaning specified in the
      Indenture.

     

    “Financed
      Vehicle” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Fitch”
      has the meaning specified in the Indenture.

     

    “Indemnified
      Parties” means the Owner Trustee and its successors, assigns, directors,
      officers and agents.

     

    “Indenture”
      means the indenture, dated as of June 1, 2007, between the Issuer and the
      Indenture Trustee.

     

    “Indenture
      Trustee” has the meaning specified in the Indenture.

     

     “IRS”
      means the United States Internal Revenue Service.

     

    “Issuer”
      has the meaning specified in the Indenture.

     

    “Item
      1119 Party” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Lien”
      has the meaning specified in the Sale and Servicing Agreement.

     

    “Maryland
      Vehicle Sales Finance Act” has the meaning specified in the
      Indenture.

     

    “Master
      Servicer” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Moody’s”
      has the meaning specified in the Indenture.

     

    “Note
      Balance” has the meaning specified in the Indenture.

     

    “Note
      Registrar” has the meaning specified in the Indenture.

     

    “Noteholder”
      has the meaning specified in the Indenture.

     

    “Notes”
      has the meaning specified in the Indenture.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Opinion
      of Counsel” means one or more written opinions of counsel, who may, except
      as expressly provided in this Trust Agreement, be an employee of or outside
      counsel to the Issuer, Depositor, the Seller or the Master Servicer, and who
      shall be acceptable to the Indenture Trustee or the Owner Trustee, as the case
      may be.

     

    “Optional
      Purchase” means the exercise by the Seller of its option to purchase all
      remaining Receivables from the Issuer on any Distribution Date following the
      last day of a Collection Period as of which the Pool Balance is 10% or less
      of
      the Cutoff Date Pool Balance.

     

    “Outstanding”
      has the meaning specified in the Indenture.

     

    “Owner
      Trust Estate” means the $1,000 initial capital contribution from the
      Depositor and all right, title and interest of the Issuer in, to and under
      the
      property and rights assigned to the Issuer pursuant to Article Two of the
      Sale and Servicing Agreement.

     

    “Owner
      Trustee” means Wilmington Trust Company, not in its individual capacity but
      solely as Owner Trustee under this Agreement, and any successor in such
      capacity.

     

    “Paying
      Agent” means the Indenture Trustee, in its capacity as Paying Agent under
      this Agreement, and any successor paying agent or co-paying agent appointed
      pursuant to Section 3.09 who is authorized by the Owner Trustee on behalf
      of the Issuer to make distributions from the Certificate Payment Account on
      behalf of the Issuer.

     

    “Pennsylvania
      Motor Vehicle Sales Finance Act” has the meaning specified in the
      Indenture.

     

    “Person”
      has the meaning specified in the Sale and Servicing Agreement.

     

    “Plan
      Asset Regulation” means 29 C.F.R. Section 2510.3-101 issued by the
      United States Department of Labor concerning the definition of what constitutes
      the assets of a Benefit Plan with respect to such Benefit Plan’s investment in
      an entity for purposes of the fiduciary responsibility provisions of
      Title I of ERISA and Section 4975 of the Code.

     

    “Pool
      Balance” has the meaning specified in the Sale and Servicing
      Agreement.

     

     “Protected
      Purchaser” has the meaning specified in Section 8-303 of the
      UCC.

     

    “PTCE
      95-60” means Prohibited Transaction Class Exemption 95-60.

     

    “Rating
      Agency” has the meaning specified in the Indenture.

     

    “Rating
      Agency Condition” has the meaning specified in the Indenture.

     

    “Receivable”
      has the meaning specified in the Receivables Purchase Agreement.

     

    “Receivables
      Purchase Agreement” means the receivables purchase agreement, dated as of
      June 1, 2007, between the Seller and WDS Receivables.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Record
      Date” means, with respect to the Certificates and any Distribution Date, the
      close of business on the Business Day immediately preceding such Distribution
      Date.

     

    “Regulation
      AB” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Required
      Rating” means, with respect to any entity, the short-term credit rating of
      the related entity is at least equal to “F1+” by Fitch, “Prime-1” by Moody’s and
“A-1+” by Standard & Poor’s.

     

    “Reserve
      Fund” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Responsible
      Officer” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Sale
      and Servicing Agreement” means the sale and servicing agreement, dated as of
      June 1, 2007, among the Issuer, the Depositor, the Seller and the Master
      Servicer.

     

    “Secretary
      of State” means the Secretary of State of the State of
      Delaware.

     

    “Securities
      Act” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Securitization
      Transaction” means any transaction involving a sale or other transfer of
      receivables directly or indirectly to an issuing entity in connection with
      an issuance of publicly offered or privately placed, rated or
      unrated asset-backed securities.

     

    “Seller”
      has the meaning specified in the Receivables Purchase Agreement.

     

    “Servicer
      Termination Event” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Standard &
      Poor’s” has the meaning specified in the Indenture.

     

    “State”
      has the meaning specified in the Indenture.

     

    “Statutory
      Trust Statute” means Chapter 38 of Title 12 of the Delaware Code, 12
      Del. Code § 3801 et seq.

     

     “Successor
      Servicer” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Swap
      Agreement” has the meaning specified in the Indenture.

     

    “Swap
      Counterparty” has the meaning specified in the Indenture.

     

    “Transfer”
      means a sale, exchange, transfer, assignment, participation, pledge or other
      disposition of a Certificate.

     

    “Treasury
      Regulations” means regulations, including proposed or temporary regulations,
      promulgated under the Code.  References herein to specific provisions
      of proposed or temporary Treasury Regulations shall include analogous provisions
      of final Treasury Regulations or other successor Treasury
      Regulations.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “UCC”
      has the meaning specified in the Indenture.

     

    “United
      States” has the meaning specified in the Indenture.

     

    “Vice
      President” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Wachovia
      Bank” means Wachovia Bank, National Association.

     

    “WDS
      Receivables” means WDS Receivables LLC.

     

    Section
      1.02.  Other Definitional Provisions.

     

    (a)           Capitalized
      terms used herein that are not otherwise defined shall have the meanings
      ascribed thereto in the Sale and Servicing Agreement or the Indenture, as the
      case may be.

     

    (b)           All
      terms defined in this Agreement shall have the defined meanings when used in
      any
      certificate or other document made or delivered pursuant hereto unless otherwise
      defined therein.

     

    Section
      1.03.  Interpretive Provisions.  With respect to all
      terms in this Agreement, unless the context otherwise requires: (i) a term
      has the meaning assigned to it; (ii) an accounting term not otherwise
      defined has the meaning assigned to it in accordance with generally accepted
      accounting principles as in effect from time to time in the United States;
      (iii) “or” is not exclusive; (iv) “including” means including without
      limitation; (v) words in the singular include the plural and words in the
      plural include the singular; (vi) any agreement, instrument or statute
      defined or referred to herein or in any instrument or certificate delivered
      in
      connection herewith means such agreement, instrument or statute as from time
      to
      time amended, restated, modified or supplemented and includes (in the case
      of
      agreements or instruments) references to all attachments thereto and instruments
      incorporated therein; (vii) references to a Person are also to its
      successors and permitted assigns; (viii) the words “hereof”, “herein” and
“hereunder” and words of similar import when used in this Agreement shall refer
      to this Agreement as a whole and not to any particular provision of this
      Agreement; (ix) Section, subsection, Schedule and Exhibit references
      in this Agreement are references to Sections, subsections, Schedules and
      Exhibits in or to this Agreement unless otherwise specified; (x) references
      to “writing” include printing, typing, lithography and other means of
      reproducing words in a visible form; and (xi) the term “proceeds” has the
      meaning set forth in the applicable UCC.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      TWO

     

    ORGANIZATION

     

    Section
      2.01.  Name.  The statutory trust created by the
      Initial Trust Agreement and the filing of the Certificate of Trust and continued
      hereby shall be known as “Wachovia Auto Loan Owner Trust 2007-1”, in which name
      the Owner Trustee may conduct the business of the Issuer, make and execute
      contracts and other instruments on behalf of the Issuer and sue and be sued
      on
      behalf of the Issuer, to the extent herein provided.

     

    Section
      2.02.  Office.  The office of the Issuer shall be in
      care of the Owner Trustee at the Corporate Trust Office or at such other address
      in the State of Delaware as the Owner Trustee may designate by written notice
      to
      the Certificateholders and the Depositor.

     

    Section
      2.03.  Purposes and Powers.

     

    (a)           The
      purpose of the Issuer is, and the Issuer shall have the power and authority
      to
      engage in, the following activities:

     

    (i)                 to
      issue the Notes pursuant to the Indenture and the Certificates pursuant to
      this
      Agreement and to convey and deliver the Notes and the Certificates upon the
      written order of the Depositor;

     

    (ii)                 to
      permit the Depositor to use, or to use, at the direction of the Depositor,
      the
      proceeds of the sale of the Notes to (A) purchase the Receivables to be acquired
      on the Closing Date, (B) fund the Reserve Fund with an amount equal to the
      Reserve Fund Deposit, (C) pay the organizational, start-up and transactional
      expenses of the Issuer and (D) to pay the balance to the Depositor (or to
      permit the Depositor to retain the balance, as applicable) pursuant to the
      Sale
      and Servicing Agreement;

     

    (iii)                 to
      pay interest on and principal of the Notes to the Noteholders and to cause
      any
      Excess Collections to be paid to the Certificateholders or otherwise in
      accordance with the Indenture;

     

    (iv)                 to
      assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate
      (other than the Certificate Payment Account and the proceeds thereof) to the
      Indenture Trustee pursuant to the Indenture;

     

    (v)                 to
      enter into and perform its obligations under the Basic Documents to which it
      is
      to be a party;

     

    (vi)                 to
      engage in those activities, including entering into agreements, that are
      necessary, suitable or convenient to accomplish the foregoing or are incidental
      thereto or connected therewith; and

     

    (vii)                 subject
      to compliance with the Basic Documents, to engage in such other activities
      as
      may be required in connection with conservation of the Owner Trust Estate and
      the making of distributions to the Noteholders and the
      Certificateholders.

     

    
      
        
        

      

      
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    (b)           The
      Issuer may, at its discretion, actively invest in United States treasury
      securities for the purpose of realizing a gain on such investments; provided,
      however, that (i) the Issuer may not invest more than $100,000 in such
      securities and (ii) the funds used to purchase such securities must not be
      subject to the Lien of the Indenture.

     

    (c)           The
      Issuer is hereby authorized to engage in the foregoing
      activities.  The Issuer shall not engage in any activities other than
      in connection with the foregoing or other than as required or authorized by
      the
      terms of this Agreement and the other Basic Documents.

     

    Section
      2.04.  Appointment of Owner Trustee.  The Depositor
      hereby confirms the appointment of the Owner Trustee as trustee of the Issuer
      effective as of the date of creation of the Issuer, to have all the rights,
      powers and duties set forth herein and in the Statutory Trust Statute, and
      the
      Owner Trustee hereby confirms its acceptance of such appointment.

     

    The
      Owner
      Trustee may engage, in the name of the Issuer or in its own name on behalf
      of
      the Issuer, in the activities of the Issuer, make and execute contracts on
      behalf of the Issuer and sue on behalf of the Issuer.

     

    Section
      2.05.  Initial Capital Contribution of Owner Trust
      Estate.  As of October 10, 2006, the Depositor assigned,
      transferred, conveyed and set over to the Owner Trustee the sum of
      $1,000.  The Owner Trustee hereby acknowledges receipt in trust from
      the Depositor, as of such date, of the foregoing contribution, which amounts
      constituted the initial Owner Trust Estate and were deposited in the Certificate
      Payment Account.  The Depositor shall pay the organizational expenses
      of the Issuer as they may arise or shall, upon the request of the Owner Trustee,
      promptly reimburse the Owner Trustee for any such expenses paid by the Owner
      Trustee.

     

    Section
      2.06.  Declaration of Trust.  The Owner Trustee
      hereby declares that it will hold the Owner Trust Estate in trust upon and
      subject to the conditions set forth herein for the use and benefit of the
      Certificateholders, subject to the obligations of the Issuer under the Basic
      Documents.  It is the intention of the parties hereto that
      (i) the Issuer constitute a statutory trust under the Statutory Trust
      Statute and that this Agreement constitute the governing instrument of such
      statutory trust and (ii) solely for income and franchise tax purposes, the
      Issuer shall be treated as either an entity that is disregarded as separate
      from
      the beneficial owner of the equity if there is only one such owner, or as a
      partnership (other than an association or publicly traded partnership) if there
      are two or more such owners, with the assets of the partnership being the
      Receivables and other assets held by the Issuer, the partners of the partnership
      being the Certificateholders and any holders of the Notes that are required
      by
      the IRS to be treated as equity in the Issuer, and the remaining Notes
      constituting indebtedness of the partnership. The parties agree that, unless
      otherwise required by appropriate tax authorities, the Issuer will file or
      cause
      to be filed annual or other necessary returns, reports and other forms
      consistent with the foregoing characterization of the Issuer for such tax
      purposes.  Effective as of the date hereof, the Owner Trustee shall
      have all rights, powers and duties set forth herein and in the Statutory Trust
      Statute to accomplish the purposes of the Issuer as set forth in
      Section 2.03(a).  The Owner Trustee has filed the Certificate of
      Trust with the Secretary of State.

     

    
      
        
        

      

      
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    Section
      2.07.  Liability of Certificateholders.  The
      Certificateholders shall be entitled to the same limitation of personal
      liability extended to stockholders of private corporations organized under
      the
      general corporation law of the State of Delaware.

     

    Section
      2.08.  Title to Trust Property.  Legal title to the
      entirety of the Owner Trust Estate shall be vested at all times in the Issuer
      as
      a separate legal entity except where applicable law in any jurisdiction requires
      title to any part of the Owner Trust Estate to be vested in a trustee or
      trustees, in which case title shall be deemed to be vested in the Owner Trustee,
      a co-trustee or a separate trustee, as the case may be.

     

    Section
      2.09.  Situs of Issuer.  The Issuer will be located
      and administered in the State of Delaware.  All bank accounts
      maintained by the Owner Trustee on behalf of the Issuer shall be located in
      the
      States of Delaware, California, Nevada, North Carolina or New
      York.  The Issuer shall not have any employees in any State other than
      the State of Delaware; provided, however, that nothing herein shall restrict
      or
      prohibit the Owner Trustee from having employees within or without the State
      of
      Delaware.  Payments will be received by the Issuer only in, and
      payments will be made by the Issuer only from, the States of Delaware,
      California, North Carolina, Nevada or New York.  The only office of
      the Issuer will be at the Corporate Trust Office.

     

    Section
      2.10.  Representations and Warranties of the
      Depositor.  The Depositor hereby represents and warrants to the
      Owner Trustee that:

     

    (a)           The
      Depositor has been duly organized and is validly existing as a limited liability
      company in good standing under the laws of the State of Nevada, with power,
      authority and legal right to own its properties and to conduct its business
      as
      such properties are currently owned and such business is presently conducted,
      and had at all relevant times, and has the power, authority and legal right
      to
      acquire, own and sell the Receivables.

     

    (b)           The
      Depositor is duly qualified to do business as a foreign limited liability
      company in good standing and has obtained all necessary licenses and approvals
      in each jurisdiction in which the failure to so qualify or to obtain such
      licenses and approvals would materially and adversely affect the performance
      by
      the Depositor of its obligations under, or the validity or enforceability of,
      this Agreement, any of the other Basic Documents to which it is a party, the
      Receivables, the Notes or the Certificates.

     

    (c)           The
      Depositor has the power and authority to execute, deliver and perform its
      obligations under this Agreement and each other Basic Document to which it
      is a
      party; the Depositor has full power and authority to sell, assign, transfer
      and
      convey the property to be sold and assigned to and deposited with the Owner
      Trustee as part of the Owner Trust Estate and the Depositor has duly authorized
      such sale and assignment and deposit to the Issuer by all necessary limited
      liability company action; and the execution, delivery and performance of this
      Agreement and the other Basic Documents to which it is a party have been duly
      authorized by the Depositor by all necessary limited liability company
      action.

     

    (d)           This
      Agreement constitutes a legal, valid and binding obligation of the Depositor,
      enforceable in accordance with its terms, except as enforceability may be
      subject to or limited by bankruptcy, insolvency, reorganization, moratorium,
      liquidation, fraudulent conveyance or other similar laws affecting the
      enforcement of creditors’ rights in general and by general principles of equity,
      regardless of whether such enforceability shall be considered in a proceeding
      in
      equity or at law.

     

    
      
        
        

      

      
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    (e)           The
      execution, delivery and performance by the Depositor of this Agreement and
      each
      other Basic Document to which the Depositor is a party, the consummation of
      the
      transactions contemplated hereby and thereby and the fulfillment of the terms
      hereof and thereof do not conflict with, result in any breach of any of the
      terms and provisions of, nor constitute (with or without notice or lapse of
      time
      or both) a default under, the certificate of formation or limited liability
      company agreement of the Depositor, or conflict with or violate any of the
      material terms or provisions of, or constitute (with or without notice or lapse
      of time) a default under, any indenture, agreement or other instrument to which
      the Depositor is a party or by which it is bound or to which any of its
      properties are subject; nor result in the creation or imposition of any Lien
      upon any of its properties pursuant to the terms of any such indenture,
      agreement or other instrument (other than pursuant to the Basic Documents);
      nor
      violate any law or, to the best of the Depositor’s knowledge, any order of any
      court, rule or regulation applicable to the Depositor or its properties or
      of
      any federal or State regulatory body, court, administrative agency or other
      governmental instrumentality having jurisdiction over the Depositor or its
      properties; which breach, default, conflict, Lien or violation would have a
      material adverse effect on the earnings, business affairs or business prospects
      of the Depositor.

     

    (f)           There
      are no proceedings or investigations pending or, to the Depositor’s knowledge,
      threatened against the Depositor before any court, regulatory body,
      administrative agency or other governmental instrumentality having jurisdiction
      over the Depositor or its properties (i) asserting the invalidity of this
      Agreement, any other Basic Document, the Notes or the Certificates,
      (ii) seeking to prevent the issuance of the Notes or the Certificates or
      the consummation of any of the transactions contemplated by this Agreement
      or
      any of the other Basic Documents, (iii) seeking any determination or ruling
      that would materially and adversely affect the performance by the Depositor
      of
      its obligations under, or the validity or enforceability of, this Agreement,
      any
      of the other Basic Documents, the Receivables, the Notes or the Certificates
      or
      (iv) seeking any determination or ruling that would adversely affect the
      federal tax attributes of the Issuer or of the Notes or the
      Certificates.

     

    (g)           The
      representations and warranties of the Depositor in Section 3.01 of the
      Receivables Purchase Agreement are true and correct.

     

    Section
      2.11.  Federal Income Tax Matters.  The
      Certificateholders acknowledge that it is their intent and that they understand
      it is the intent of the Depositor and the Master Servicer that, for purposes
      of
      federal income, State and local income and franchise tax and any other income
      taxes, the Issuer shall be treated as either an entity that is disregarded
      as
      separate from the beneficial owner of the equity in the Issuer if there is
      only
      one such owner, or as a partnership (other than an association or publicly
      traded partnership) if there are two or more such owners, and income, gain
      or
      loss of the Issuer for such month as determined for federal, State and local
      income and franchise tax purposes shall be allocated among the
      Certificateholders as of the Record Date occurring within such month, in
      proportion to their ownership of the Certificate Percentage Interest on such
      date.  The Depositor hereby agrees and each Certificateholder by
      acceptance of a Certificate agrees to such treatment and each agrees to take
      no
      action inconsistent with the foregoing characterization.

     

    
      
        
        

      

      
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    The
      Depositor is authorized to modify the allocations in this Section if necessary
      or appropriate, in its sole discretion, for the allocations to reflect fairly
      the economic income, gain or loss to the Certificateholders or as otherwise
      required by the Code.

     

    
      
        
        

      

      
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    ARTICLE
      THREE


     

    CERTIFICATES
      AND TRANSFER OF INTERESTS

     

    Section
      3.01.  Initial Ownership.  Upon the formation of the
      Issuer by the contribution by the Depositor as described in Section 2.05
      and until the issuance of the Certificates, the Depositor shall be the sole
      beneficiary of the Issuer.

     

    Section
      3.02.  The Certificates.  The Certificates shall be
      issued in one or more registered, definitive, physical certificates
      substantially in the form of Exhibit A.  The Certificates may be
      in printed or typewritten form and shall be executed on behalf of the Issuer
      by
      manual or facsimile signature of an authorized officer of the Owner
      Trustee.  Certificates bearing the manual or facsimile signatures of
      individuals who were, at the time when such signatures shall have been affixed,
      authorized to sign on behalf of the Issuer, shall be validly issued and entitled
      to the benefits of this Agreement, notwithstanding that such individuals or
      any
      of them shall have ceased to be so authorized prior to the authentication and
      delivery of such Certificates or did not hold such offices at the date of
      authentication and delivery of such Certificates.

     

    If
      Transfer of the Certificates is permitted pursuant to this Section and
      Section 3.04, a transferee of a Certificate shall become a
      Certificateholder, and shall be entitled to the rights and subject to the
      obligations of a Certificateholder hereunder upon such transferee’s acceptance
      of a Certificate duly registered in such transferee’s name pursuant to
      Section 3.04.

     

    Section
      3.03.  Authentication and Delivery of
      Certificates.  Concurrently with the sale of the Receivables to
      the Issuer pursuant to the Sale and Servicing Agreement, the Owner Trustee
      shall
      cause the Certificates to be executed on behalf of the Issuer, authenticated
      and
      delivered to or upon the written order of the Depositor, signed by its
      president, any Vice President, any assistant vice president, its treasurer,
      any
      assistant treasurer, its secretary or any assistant secretary, without further
      limited liability company action by the Depositor.  No Certificate
      shall entitle the respective Certificateholder to any benefit under this
      Agreement, or be valid for any purpose, unless there shall appear on such
      Certificate a certificate of authentication substantially in the form set forth
      in Exhibit A, executed by the Owner Trustee or its authenticating agent, by
      manual signature; and such authentication shall constitute conclusive evidence
      that such Certificate shall have been duly authenticated and delivered
      hereunder.  All Certificates shall be dated the date of their
      authentication.  Upon issuance, authentication and delivery pursuant
      to the terms hereof, the Certificates will be entitled to the benefits of this
      Agreement.

     

    Section
      3.04.  Registration, Transfer and Exchange of
      Certificates.

     

    (a)           The
      Owner Trustee initially shall be the registrar (the “Certificate Registrar”) for
      the purpose of registering Certificates and Transfers of Certificates as herein
      provided.  The Certificate Registrar shall keep or cause to be kept,
      at the office or agency maintained pursuant to Section 3.08, a register
      (the “Certificate Register”) in which, subject to such reasonable regulations as
      it may prescribe, the Certificate Registrar shall provide for the registration
      of Certificates and the registration of Transfers of
      Certificates.  Upon any resignation of any Certificate Registrar, the
      Owner Trustee shall, upon receipt of written instructions from the Depositor,
      promptly appoint a successor thereto.

     

    
      
        
        

      

      
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    (b)           The
      Certificates may not be acquired by or for the account of a Benefit
      Plan.  Each Certificateholder, by its acceptance of a Certificate,
      shall be deemed to have represented and warranted that such Certificateholder
      is
      not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit
      Plan or a Person using the assets of a Benefit Plan to effect the transfer
      of
      such Certificate or (ii) an insurance company purchasing a Certificate with
      funds contained in an “insurance company general account” (as defined in
      Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for
      purposes of the Plan Asset Regulation.

     

    Any
      Person who is not an Affiliate of the Seller and acquires more than 49.9% of
      the
      Certificates will be deemed to represent that it is not a party in interest
      (within the meaning of ERISA) or a disqualified person (within the meaning
      of
      Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other
      than a Benefit Plan that it sponsors for the benefit of its employees, and
      that
      no Benefit Plan with respect to which it is a party in interest has or will
      acquire any interest in the Notes.

     

    To
      the
      extent permitted under applicable law (including ERISA), neither the Owner
      Trustee nor the Certificate Registrar shall be under any liability to any Person
      for any registration of Transfer of any Certificate that is in fact not
      permitted under applicable law (including ERISA) or for taking any other action
      with respect to such Certificate under the provisions of this Agreement so
      long
      as such Transfer was registered by the Owner Trustee or the Certificate
      Registrar in accordance with this Agreement.

     

    (c)           Upon
      surrender by a Certificateholder for registration of Transfer of any Certificate
      at the office or agency of the Certificate Registrar to be maintained as
      provided in Section 3.08, and upon compliance with any provisions of this
      Agreement relating to such Transfer, the Owner Trustee shall execute on behalf
      of the Issuer and the Owner Trustee shall authenticate and deliver to the
      Certificateholder making such surrender, in the name of the designated
      transferee or transferees, one or more new Certificates in any authorized
      denomination evidencing the same aggregate interest in the
      Issuer.  Each Certificate presented or surrendered for registration of
      Transfer shall be accompanied by a written instrument of transfer and
      accompanied by IRS Form W-8BEN, W-8ECI or W-9, as applicable, in form
      satisfactory to the Owner Trustee and the Certificate Registrar, duly executed
      by the Certificateholder or his attorney duly authorized in
      writing.  Each Certificate presented or surrendered for registration
      of Transfer shall be canceled and subsequently disposed of by the Certificate
      Registrar in accordance with its customary practice.  No service
      charge shall be made for any registration of Transfer of Certificates, but
      the
      Owner Trustee or the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or governmental charge that may be imposed in
      connection with any Transfer of Certificates.

     

    (d)           All
      Certificates surrendered for registration of Transfer, if surrendered to the
      Issuer or any agent of the Owner Trustee or the Issuer under this Agreement,
      shall be delivered to the Owner Trustee and promptly cancelled by it, or, if
      surrendered to the Owner Trustee, shall be promptly cancelled by it, and no
      Certificates shall be issued in lieu thereof except as expressly permitted
      by
      any of the provisions of this Agreement.  The Owner Trustee shall
      dispose of cancelled Certificates in accordance with its normal
      practice.

     

    
      
        
        

      

      
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    Section
      3.05.  Mutilated, Destroyed, Lost or Stolen
      Certificates.

     

    (a)           If
      (i) any mutilated Certificate is surrendered to the Certificate Registrar,
      or the Certificate Registrar receives evidence to its satisfaction of the
      destruction, loss or theft of any Certificate and (ii) there is delivered
      to the Certificate Registrar and the Owner Trustee such security or indemnity
      as
      may be required by them to save each of them harmless, then, in the absence
      of
      notice that such Certificate has been acquired by a Protected Purchaser, the
      Owner Trustee on behalf of the Issuer shall execute and the Owner Trustee or
      its
      authenticating agent shall authenticate and deliver, in exchange for or in
      lieu
      of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
      of a like tenor and Certificate Percentage Interest.  If, after the
      delivery of such replacement Certificate or payment of a destroyed, lost or
      stolen Certificate, a Protected Purchaser of the original Certificate in lieu
      of
      which such replacement Certificate was issued presents for payment such original
      Certificate, the Issuer and the Owner Trustee shall be entitled to recover
      such
      replacement Certificate (or such payment) from the Person to whom such
      replacement Certificate was delivered or any Person taking such replacement
      Certificate from such Person to whom such replacement Certificate was delivered
      or any assignee of such Person, except a Protected Purchaser, and shall be
      entitled to recover upon the security or indemnity provided therefor to the
      extent of any loss, damage, cost or expense incurred by the Issuer or the Owner
      Trustee in connection therewith.  Any duplicate Certificate issued
      pursuant to this Section shall constitute conclusive evidence of ownership
      in
      the Issuer, as if originally issued, whether or not the lost, stolen or
      destroyed Certificate shall be found at any time.

     

    (b)           Upon
      the issuance of any replacement Certificate under this Section, the Issuer
      may
      require the payment by the Certificateholder of a sum sufficient to cover any
      tax or other governmental charge that may be imposed in connection with such
      issuance and any other reasonable expenses (including the fees and expenses
      of
      the Owner Trustee) related thereto.

     

    (c)           Every
      replacement Certificate issued pursuant to this Section in replacement of any
      mutilated, destroyed, lost or stolen Certificate shall constitute an original
      additional contractual obligation of the Issuer, whether or not the mutilated,
      destroyed, lost or stolen Certificate shall be at any time enforceable by
      anyone, and shall be entitled to all the benefits of this Agreement equally
      and
      proportionately with any and all other Certificates duly issued
      hereunder.

     

    (d)           The
      provisions of this Section are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Certificates.

     

    Section
      3.06.  Persons Deemed Certificateholders.  Prior to
      due presentation of a Certificate for registration of Transfer, the Owner
      Trustee, the Certificate Registrar, any Paying Agent and any of their respective
      agents may treat the Person in whose name such Certificate is registered in
      the
      Certificate Register (as of the day of determination) as the Certificateholder
      of such Certificate for the purpose of receiving distributions pursuant to
      Section 5.02 and for all other purposes whatsoever, and none of the Owner
      Trustee, the Certificate Registrar, any Paying Agent or any of their respective
      agents shall be bound by any notice to the contrary.

     

    
      
        
        

      

      
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    Section
      3.07.  Access to List of Certificateholders’ Names and
      Addresses.  The Certificate Registrar shall furnish or cause to be
      furnished to the Master Servicer and the Depositor, or to the Indenture Trustee
      or the Owner Trustee, within 15 days after receipt by the Certificate Registrar
      of a written request therefor from the Master Servicer, the Depositor or the
      Indenture Trustee or the Owner Trustee, as the case may be, a list, in such
      form
      as the requesting party may reasonably require, of the names and addresses
      of
      the Certificateholders as of the most recent Record Date.  If three or
      more Certificateholders, or one or more Certificateholders evidencing not less
      than 25% of the aggregate Certificate Percentage Interest (hereinafter referred
      to as the “Applicants”), apply in writing to the Certificate Registrar, and such
      application states that the Applicants desire to communicate with other
      Certificateholders with respect to their rights under this Agreement or under
      the Certificates and such application is accompanied by a copy of the
      communication that such Applicants propose to transmit (which shall be deemed
      to
      be a purpose reasonably related to the Applicants’ interest in the Issuer), then
      the Certificate Registrar shall, within five Business Days after the receipt
      of
      such application, afford such Applicants access during normal business hours
      to
      the current list of Certificateholders.  Each Certificateholder, by
      receiving and holding a Certificate, shall be deemed to have agreed not to
      hold
      any of the Depositor, the Certificate Registrar or the Owner Trustee accountable
      by reason of the disclosure of its name and address, regardless of the source
      from which such information was derived.

     

    Section
      3.08.  Maintenance of Office or Agency.  The
      Certificate Registrar shall maintain an office or offices or agency or agencies
      where Certificates may be surrendered for registration of Transfer or exchange
      and where notices and demands to or upon the Certificate Registrar in respect
      of
      the Certificates and the Basic Documents may be served.  The
      Certificate Registrar initially designates the Corporate Trust Office as its
      office for such purposes.  The Certificate Registrar shall give prompt
      written notice to the Depositor, the Owner Trustee and the Certificateholders
      of
      any change in the location of the Certificate Registrar or any such office
      or
      agency.

     

    Section
      3.09.  Appointment of Paying Agent.  The Paying Agent
      shall make distributions to Certificateholders from the Certificate Payment
      Account pursuant to Section 5.02(a) and shall report the amount of such
      distributions to the Owner Trustee.  The Paying Agent shall have the
      revocable power to withdraw funds from the Certificate Payment Account for
      the
      purpose of making the distributions referred to above.  The Owner
      Trustee may revoke such power and remove the Paying Agent if the Owner Trustee
      determines in its sole discretion that the Paying Agent shall have failed to
      perform its obligations under this Agreement in any material
      respect.  The Paying Agent shall initially be the Indenture Trustee,
      and any co-paying agent chosen by the Paying Agent that is acceptable to the
      Owner Trustee and the Depositor.  Each Paying Agent shall be permitted
      to resign as Paying Agent upon 30 days’ prior written notice to the Owner
      Trustee.  In the event that the Indenture Trustee shall no longer be
      the Paying Agent, the Owner Trustee, upon receipt of written instruction from
      the Depositor, shall appoint a successor to act as Paying Agent (which shall
      be
      a bank or trust company).  The Owner Trustee shall cause such
      successor Paying Agent or any additional Paying Agent appointed by the Owner
      Trustee to execute and deliver to the Owner Trustee an instrument in which
      such
      successor Paying Agent or additional Paying Agent shall agree with the Owner
      Trustee that, as Paying Agent, such successor or additional Paying Agent will
      hold all sums, if any, held by it for payment to the Certificateholders in
      trust
      for the benefit of the Certificateholders entitled thereto until such sums
      shall
      be paid to such Certificateholders.  The Paying Agent shall return all
      unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such
      Paying Agent shall also return all funds in its possession to the Owner
      Trustee.  If at any time the Owner Trustee shall act as Paying Agent,
      the rights, privileges, protections and indemnities afforded to the Owner
      Trustee hereunder shall apply equally to the Owner Trustee in its role as Paying
      Agent.  Any reference in this Agreement to the Paying Agent shall
      include any co-paying agent unless the context requires otherwise.

     

     

    
      
        
        

      

      
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    Section
      3.10.  Certificates Nonassessable and Fully
      Paid.  Certificateholders shall not be personally liable for
      obligations of the Issuer.  The interests represented by the
      Certificates shall be nonassessable for any losses or expenses of the Issuer
      or
      for any reason whatsoever, and, upon the authentication thereof by the Owner
      Trustee pursuant to Section 3.03, 3.04 or 3.05, the Certificates are and
      shall be deemed fully paid.

     

    
      
        
        

      

      
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    ARTICLE
      FOUR

     

    ACTIONS
      BY OWNER TRUSTEE

     

    Section
      4.01.  Prior Notice to Certificateholders with Respect to Certain
      Matters.  Subject to the provisions and limitations of
      Section 4.04, with respect to the following matters, the Owner Trustee
      shall not take action unless at least 30 days before the taking of such action,
      the Owner Trustee shall have notified the Certificateholders, the Swap
      Counterparty and the Rating Agencies that have provided ratings of the Notes,
      in
      writing of the proposed action and the Certificateholders evidencing not less
      than 51% of the aggregate Certificate Percentage Interest shall not have
      notified the Owner Trustee in writing prior to the 30th day after such notice
      is
      given that such Certificateholders have withheld consent or provided alternative
      direction:

     

    (a)           the
      initiation of any claim or lawsuit by the Issuer and the settlement of any
      action, proceeding, investigation, claim or lawsuit brought by or against the
      Issuer, in each case (except claims or lawsuits for collection by the Master
      Servicer of the Receivables brought by the Issuer);

     

    (b)           the
      election by the Issuer to file an amendment to the Certificate of Trust (unless
      such amendment is required to be filed under the Statutory Trust
      Statute);

     

    (c)           the
      amendment of the Indenture by a supplemental indenture in circumstances where
      the consent of any Noteholder is required;

     

    (d)           the
      amendment of the Indenture by a supplemental indenture in circumstances where
      the consent of any Noteholder is not required and such amendment materially
      adversely affects the interests of the Certificateholders;

     

    (e)           the
      amendment of the Sale and Servicing Agreement or the Administration Agreement,
      except to cure any ambiguity or to amend or supplement any provision in a manner
      or to add any provision that would not materially adversely affect the interests
      of the Certificateholders;

     

    (f)           the
      amendment of the Swap Agreement (which amendment shall be made with the consent
      of the Swap Counterparty); or

     

    (g)           the
      appointment pursuant to the Indenture of a successor Note Registrar, Paying
      Agent or Indenture Trustee or pursuant to this Agreement of a successor
      Certificate Registrar, or the consent to the assignment by the Note Registrar,
      Paying Agent, Indenture Trustee or Certificate Registrar of its respective
      obligations under the Indenture or this Agreement, as applicable.

     

    Section
      4.02.  Action by Certificateholders with Respect to Certain
      Matters.  The Owner Trustee may not, except upon the occurrence of
      a Servicer Termination Event, subsequent to the payment in full of the Notes
      and
      in accordance with the written direction of the Certificateholders evidencing
      not less than 51% of the aggregate Certificate Percentage Interest,
      (i) remove the Master Servicer pursuant to Article Seven of the Sale
      and Servicing Agreement, (ii) appoint a Successor Servicer pursuant to
      Article Seven of the Sale and Servicing Agreement, (iii) remove the
      Administrator pursuant to Section 1.09 of the Administration Agreement,
      (iv) appoint a successor Administrator pursuant to Section 1.09 of the
      Administration Agreement or (v) sell the Receivables after the termination
      of the Indenture, except as expressly provided in the Basic
      Documents.

     

    
      
        
        

      

      
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    Section
      4.03.  Action by Certificateholders with Respect to
      Bankruptcy.  The Owner Trustee shall not have the power to
      commence a voluntary proceeding in bankruptcy relating to the Issuer unless
      (i) the Notes have been paid in full and (ii) each Certificateholder
      approves of such commencement in writing in advance and delivers to the Owner
      Trustee a certificate certifying that such Person reasonably believes that
      the
      Issuer is insolvent.

     

    Section
      4.04.  Restrictions on Certificateholders’
Power.  The Certificateholders shall not direct the Owner Trustee
      to take or refrain from taking any action if such action or inaction would
      be
      contrary to any obligation of the Issuer or the Owner Trustee under this
      Agreement or any of the other Basic Documents or would be contrary to the
      purposes of the Issuer as set forth in Section 2.03, nor shall the Owner
      Trustee be obligated to follow any such direction, if given.

     

    Section
      4.05.  Majority Control.  Except as expressly
      provided herein, any action that may be taken by the Certificateholders under
      this Agreement may be taken by the Certificateholders evidencing not less than
      51% of the aggregate Certificate Percentage Interest.  Except as
      expressly provided herein, any written notice of the Certificateholders
      delivered pursuant to this Agreement shall be effective if signed by
      Certificateholders evidencing not less than 51% of the aggregate Certificate
      Percentage Interest at the time of the delivery of such notice.

     

    Section
      4.06.  Certain Litigation Matters.  The Owner Trustee
      shall provide prompt written notice to the Depositor, the Seller and the Master
      Servicer of any action, proceeding or investigation actually known to a
      Responsible Officer of the Owner Trustee that could reasonably be expected
      to
      adversely affect the Issuer or the Owner Trust Estate or their respective rights
      or obligations under any of the Basic Documents.

     

     

    
      
        
        

      

      
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    ARTICLE
      FIVE


     

    APPLICATION
      OF TRUST FUNDS; CERTAIN DUTIES

     

    Section
      5.01.  Establishment of Certificate Payment
      Account.  Pursuant to Section 4.01 of the Sale and Servicing
      Agreement, the Master Servicer has agreed to establish, on or before the Closing
      Date, and maintain in the name of the Owner Trustee at an Eligible Institution
      (which shall initially be U.S. Bank National Association) a segregated account
      designated as the “Wachovia Auto Loan Owner Trust 2007-1 Certificate Payment
      Account” (the “Certificate Payment Account”).  The Certificate Payment
      Account shall be held in trust for the benefit of the
      Certificateholders.  Except as expressly provided in
      Section 3.09, the Certificate Payment Account shall be under the sole
      dominion and control of the Owner Trustee.  All monies deposited from
      time to time in the Certificate Payment Account pursuant to the Sale and
      Servicing Agreement or the Indenture shall be applied as provided in this
      Agreement, the Sale and Servicing Agreement and the Indenture.

     

    Section
      5.02.  Application of Trust Funds.

     

    (a)           On
      each Distribution Date, upon receipt from the Master Servicer of a distribution
      statement pursuant to Section 4.10(a) of the Sale and Servicing Agreement,
      the Owner Trustee shall (if at any time it is the Paying Agent) or shall direct
      the Paying Agent to distribute to the Certificateholders, in proportion to
      each
      Certificateholder’s Certificate Percentage Interest, amounts deposited in the
      Certificate Payment Account on such Distribution Date pursuant to
      Section 4.09 of the Sale and Servicing Agreement and Section 2.08 of
      the Indenture.

     

    (b)           On
      each Distribution Date, the Owner Trustee shall (if at any time it is the Paying
      Agent), or shall direct the Paying Agent to, send to each Certificateholder
      the
      statement or statements provided to the Owner Trustee by the Master Servicer
      pursuant to Section 4.10 of the Sale and Servicing Agreement with respect
      to such Distribution Date.

     

    (c)           In
      the event that any withholding tax is imposed on the Issuer’s payment (or
      allocations of income) to a Certificateholder, such tax shall reduce the amount
      otherwise distributable to such Certificateholder in accordance with this
      Section.  The Owner Trustee and each Paying Agent are hereby
      authorized and directed to retain from amounts otherwise distributable to the
      Certificateholders sufficient funds for the payment of any such withholding
      tax
      that is legally owed by the Issuer (but such authorization shall not prevent
      the
      Owner Trustee or any Paying Agent from contesting any such tax in appropriate
      proceedings and withholding payment of such tax, if permitted by law, pending
      the outcome of such proceedings, it being understood that neither the Owner
      Trustee nor any Paying Agent shall have any duty to contest such
      amounts).  The amount of any withholding tax imposed with respect to a
      Certificateholder shall be treated as cash distributed to such Certificateholder
      at the time it is withheld by the Issuer and remitted to the appropriate taxing
      authority.  If there is a possibility that withholding tax is payable
      with respect to a distribution (such as a distribution to a non-U.S.
      Certificateholder), the Owner Trustee or any Paying Agent may, but shall not
      be
      obligated to, withhold such amounts in accordance with this
      Section.  If a Certificateholder wishes to apply for a refund of any
      such withholding tax, the Owner Trustee and each Paying Agent shall reasonably
      cooperate with such Certificateholder in making such claim so long as such
      Certificateholder agrees to reimburse the Owner Trustee and each Paying Agent
      for any out-of-pocket expenses incurred, as applicable.

     

    
      
        
        

      

      
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    Section
      5.03.  Method of Payment.  Subject to
      Section 9.01(c), distributions required to be made to Certificateholders on
      any Distribution Date shall be made to each Certificateholder of record on
      the
      related Record Date by wire transfer, in immediately available funds, to the
      account of such Certificateholder at a bank or other entity having appropriate
      facilities therefor, if such Certificateholder shall have provided to the
      Certificate Registrar and the Paying Agent appropriate written instructions
      at
      least five Business Days prior to such Distribution Date and such
      Certificateholder is the Seller or an Affiliate thereof or, if not, by check
      mailed to such Certificateholder at the address of such Certificateholder
      appearing in the Certificate Register.  Notwithstanding the foregoing,
      the final distribution in respect of any Certificate (whether on the Final
      Scheduled Distribution Date or otherwise) will be payable only upon presentation
      and surrender of such Certificate at the office or agency maintained for that
      purpose by the Certificate Registrar pursuant to Section 3.08.

     

    Section
      5.04.  No Segregation of Monies; No
      Interest.  Subject to Sections 5.01 and 5.02, monies received by
      the Owner Trustee hereunder (other than any monies constituting Excluded
      Property) need not be segregated in any manner except to the extent required
      by
      law, the Indenture, the Sale and Servicing Agreement or the Swap Agreement
      and
      may be deposited under such general conditions as may be prescribed by law,
      and
      the Owner Trustee shall not be liable for any interest thereon.

     

    Section
      5.05.  Accounting and Reports to Noteholders, Certificateholders,
      the IRS and Others.  The Owner Trustee shall, upon receipt of and
      based on information provided by the Seller or the Master Servicer,
      (i) maintain (or cause to be maintained) the books of the Issuer on the
      basis of a fiscal year ending December 31 and, based on the accrual method
      of accounting, (ii) deliver to each Certificateholder, as may be required
      by the Code and applicable Treasury Regulations, such information as may be
      required (including Schedule K-1) to enable such Certificateholder to prepare
      its federal and State income tax returns, (iii) file such tax returns
      relating to the Issuer (including a partnership information return, IRS
      Form 1065, if required) and make such elections as may from time to time be
      required or appropriate under any applicable State or federal statute or rule
      or
      regulation thereunder so as to maintain the Issuer’s characterization as a
      partnership, if so characterized, for federal income tax purposes,
      (iv) cause such tax returns to be signed in the manner required by law and
      (v) collect or cause to be collected any withholding tax as described in
      and in accordance with Section 5.02(c) with respect to income or
      distributions to Certificateholders.  The Owner Trustee, on behalf of
      the Issuer, shall elect under Section 1278 of the Code to include in income
      currently any market discount that accrues with respect to the
      Receivables.  The Owner Trustee, on behalf of the Issuer, shall not
      make the election provided under Section 754 of the Code.

     

    The
      Owner
      Trustee may satisfy its obligations with respect to this Section and
      Section 5.02(c) by retaining, at the expense of the Seller, Accountants
      selected by the Seller.  The Owner Trustee may require the Accountants
      to provide to the Owner Trustee, on or before December 31, 2007, a letter in
      form and substance satisfactory to the Owner Trustee as to whether any federal
      tax withholding on Certificates is then required and, if required, the
      procedures to be followed with respect thereto to comply with the requirements
      of the Code.  The Accountants shall be required to update such letter
      in each instance that any additional tax withholding is subsequently required
      or
      any previously required tax withholding shall no longer be
      required.  The Owner Trustee shall be deemed to have discharged its
      obligations pursuant to this Section and Section 5.02(c) upon its retention
      of the Accountants, and the Owner Trustee shall not have any liability with
      respect to the default, negligence or misconduct of the
      Accountants.  The Owner Trustee shall be entitled to rely on and shall
      be fully protected in so relying, upon the letter, referred to in this
      paragraph, from the Accountants and shall have no duty or obligation to verify
      the accuracy of the contents of such letter.

     

    
      
        
        

      

      
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    Section
      5.06.  Signature on Returns; Tax Matters Partner.

     

    (a)           The
      Owner Trustee shall sign, on behalf of the Issuer, the tax returns of the Issuer
      upon receipt of such completed tax returns.

     

    (b)           In
      the event that the Issuer is required to be treated as a partnership for federal
      income tax purposes, WDS Receivables, or the Holder of the greatest percentage
      interest of the Certificates, in the event that WDS Receivables no longer owns
      any Certificates, shall be designated the “tax matters partner” of the Issuer
      pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury
      Regulations.

     

     

    
      
        
        

      

      
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    ARTICLE
      SIX


     

    AUTHORITY
      AND DUTIES OF OWNER TRUSTEE

     

    Section
      6.01.  General Authority.  Subject to the provisions
      and limitations of Section 2.03, the Owner Trustee is authorized and
      directed to execute and deliver each Basic Document to which the Issuer is
      to be
      a party and each certificate or other document attached as an exhibit to or
      contemplated by any Basic Document to which the Issuer is to be a party, in
      each
      case in such form as the Depositor shall approve and provide to the Owner
      Trustee for execution, as evidenced conclusively by the Owner Trustee’s
      execution thereof and the Depositor’s execution of this Agreement, and to direct
      the Indenture Trustee to authenticate and deliver Notes in the aggregate
      principal amount of $2,000,000,000 (comprised of $384,000,000 aggregate
      principal amount of 5.3372% Class A-1 Asset Backed Notes, $613,000,000 aggregate
      principal amount of 5.36% Class A-2 Asset Backed Notes, $200,000,000 aggregate
      principal amount of  5.29% Class A-3a Asset Backed Notes, $518,000,000
      aggregate principal amount of LIBOR plus  0.02% Class A-3b Asset
      Backed Notes, $75,000,000 aggregate principal amount of  5.38%
      Class B Asset Backed Notes, $80,000,000 aggregate principal amount
      of  5.45% Class C Asset Backed Notes, $80,000,000 aggregate
      principal amount of 5.65% Class D Asset Backed Notes, and $50,000,000
      aggregate principal amount of  6.92% Class E Asset Backed
      Notes).  In addition to the foregoing, the Owner Trustee is
      authorized, but shall not be obligated, to take all actions required of the
      Issuer pursuant to the Basic Documents.  Subject to Section 2.03,
      the Owner Trustee is further authorized from time to time to take such action
      on
      behalf of the Issuer as is permitted by the Basic Documents and which the
      Certificateholders, the Master Servicer or the Administrator recommends in
      writing with respect to the Basic Documents, except to the extent that this
      Agreement expressly requires the consent of the Certificateholders for such
      action.

     

    Section
      6.02.  General Duties.

     

    (a)           Subject
      to the provisions and limitations of Section 2.03, it shall be the duty of
      the Owner Trustee to discharge (or cause to be discharged) all of its
      responsibilities pursuant to the terms of this Agreement and each other Basic
      Document to which it is a party and to administer the Issuer for the benefit
      of
      the Certificateholders, subject to and in accordance with the Basic
      Documents.  Notwithstanding the foregoing, the Owner Trustee shall be
      deemed to have discharged (or caused to be discharged) its duties and
      responsibilities hereunder and under the other Basic Documents to the extent
      the
      Administrator has agreed in the Administration Agreement to perform any act
      or
      to discharge any duty of the Owner Trustee or the Issuer hereunder or under
      any
      other Basic Document, and the Owner Trustee shall not be held liable for the
      default, negligence or failure of the Administrator to carry out its obligations
      under the Administration Agreement.  The Owner Trustee shall have no
      duty or obligation to oversee the Administrator in the exercise of its duties
      or
      obligations under the Administration Agreement.

     

    (b)           The
      Owner Trustee shall cooperate with the Administrator in carrying out the
      Administrator’s obligation to qualify and preserve the Issuer’s qualification to
      do business in each jurisdiction, if any, in which such qualification is or
      shall be necessary to protect the validity and enforceability of the Indenture,
      the Notes, the Receivables and any other instrument and agreement included
      in
      the Owner Trust Estate; provided that the Owner Trustee may rely on advice
      of
      counsel with respect to such obligation.

     

    
      
        
        

      

      
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    Section
      6.03.  Action Upon Instruction.

     

    (a)           Subject
      to Article Four, and in accordance with the terms of the Basic Documents,
      the Certificateholders may, by written instruction, direct the Owner Trustee
      in
      the management of the Issuer.

     

    (b)           The
      Owner Trustee shall not be required to take any action under this Agreement
      or
      any other Basic Document if the Owner Trustee shall have reasonably determined,
      or shall have been advised by counsel, that such action is likely to result
      in
      liability on the part of the Owner Trustee or is contrary to the terms of this
      Agreement or any other Basic Document or is otherwise contrary to
      law.

     

    (c)           Subject
      to Article Four, whenever the Owner Trustee is unable to decide between
      alternative courses of action permitted or required by the terms of this
      Agreement or any other Basic Document, the Owner Trustee shall promptly give
      notice (in such form as shall be appropriate under the circumstances) to the
      Certificateholders of record as of the preceding Record Date, requesting
      instruction as to the course of action to be adopted, and to the extent the
      Owner Trustee acts in good faith in accordance with any written instruction
      of
      the Certificateholders received, the Owner Trustee shall not be liable on
      account of such action to any Person.  If the Owner Trustee shall not
      have received appropriate written instruction within ten days of such notice
      (or
      within such shorter period of time as reasonably may be specified in such notice
      or may be necessary under the circumstances) it may, but shall be under no
      duty
      to, take or refrain from taking such action, not inconsistent with this
      Agreement or the other Basic Documents, as it shall deem to be in the best
      interests of the Certificateholders, and shall have no liability to any Person
      for such action or inaction.

     

    (d)           Subject
      to Article Four, in the event the Owner Trustee is unsure as to the
      application of any provision of this Agreement or any other Basic Document
      or
      any such provision is ambiguous as to its application, or is, or appears to
      be,
      in conflict with any other applicable provision, or in the event that this
      Agreement permits any determination by the Owner Trustee or is silent or is
      incomplete as to the course of action that the Owner Trustee is required to
      take
      with respect to a particular set of facts, the Owner Trustee may give notice
      (in
      such form as shall be appropriate under the circumstances) to the
      Certificateholders of record as of the preceding Record Date, requesting
      instruction and, to the extent that the Owner Trustee acts or refrains from
      acting in good faith in accordance with any such instruction received, the
      Owner
      Trustee shall not be liable, on account of such action or inaction, to any
      Person.  If the Owner Trustee shall not have received appropriate
      written instruction within ten days of such notice (or within such shorter
      period of time as reasonably may be specified in such notice or may be necessary
      under the circumstances) it may, but shall be under no duty to, take or refrain
      from taking such action not inconsistent with this Agreement or the other Basic
      Documents, as it shall deem to be in the best interests of the
      Certificateholders and shall have no liability to any Person for such action
      or
      inaction.

     

     

    
      
        
        

      

      
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    Section
      6.04.  No Duties Except as Specified in this Agreement or in
      Instructions.  The Owner Trustee shall not have any duty or
      obligation to manage, make any payment with respect to, register, record, sell,
      dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise
      take
      or refrain from taking any action under, or in connection with, any document
      contemplated hereby to which the Owner Trustee or the Issuer is a party, except
      as expressly provided by the terms of this Agreement or in any document or
      written instruction received by the Owner Trustee pursuant to Section 6.03;
      and no implied duties or obligations shall be read into this Agreement or any
      other Basic Document against the Owner Trustee.  The Owner Trustee
      shall have no responsibility for filing any financing or continuation statement
      in any public office at any time or to otherwise perfect or maintain the
      perfection of any security interest or Lien granted to it hereunder or to
      prepare or file any Commission filing for the Issuer or to record this Agreement
      or any other Basic Document.  The Owner Trustee nevertheless agrees
      that it will, at its own cost and expense, promptly take all action as may
      be
      necessary to discharge any Liens (other than the Lien of the Indenture) on
      any
      part of the Owner Trust Estate that result from actions by, or claims against,
      the Owner Trustee in its individual capacity that are not related to the
      ownership or the administration of the Owner Trust Estate.

     

    Section
      6.05.  No Action Except Under Specified Documents or
      Instructions.  The Owner Trustee shall not manage, control, use,
      sell, dispose of or otherwise deal with any part of the Owner Trust Estate
      except in accordance with (i) the powers granted to and the authority
      conferred upon the Owner Trustee pursuant to this Agreement, (ii) the other
      Basic Documents to which the Issuer is a party and (iii) any document or
      written instruction delivered to the Owner Trustee pursuant to
      Section 6.03.

     

    Section
      6.06.  Restrictions.  The Owner Trustee shall not
      take any action that (i) is inconsistent with the purposes of the Issuer
      set forth in Section 2.03 or (ii) to the actual knowledge of a
      Responsible Officer of the Owner Trustee, would (a) affect the treatment of
      the Notes as indebtedness for federal income or State income or franchise tax
      purposes, (b) be deemed to cause a taxable exchange of the Notes for
      federal income or State income or franchise tax purposes or (c) cause the
      Issuer or any portion thereof to be taxable as an association or publicly traded
      partnership taxable as a corporation for federal income or State income or
      franchise tax purposes.  The Certificateholders, the Administrator and
      the Master Servicer shall not direct the Owner Trustee to take action that
      would
      violate the provisions of this Section.

     

    
      
        
        

      

      
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    ARTICLE
      SEVEN

     

    THE
      OWNER
      TRUSTEE

     

    Section
      7.01.  Acceptance of Duties.  The Owner Trustee
      accepts the trust hereby continued and agrees to perform its duties hereunder,
      but only upon the terms of this Agreement.  The Owner Trustee also
      agrees to disburse all monies actually received by it in accordance with the
      Basic Documents and constituting part of the Owner Trust Estate upon the terms
      of this Agreement.  The Owner Trustee shall not be answerable or
      accountable hereunder or under any other Basic Document under any circumstances,
      except (i) for its own willful misconduct, bad faith or negligence or
      (ii) in the case of the inaccuracy of any representation or warranty
      contained in Section 7.03 expressly made by the Owner Trustee, in its
      individual capacity.  In particular, but not by way of limitation (and
      subject to the exceptions set forth in the preceding sentence):

     

    (a)           the
      Owner Trustee shall not be liable for any error of judgment made in good faith
      by a Responsible Officer of the Owner Trustee unless it is proved that the
      Owner
      Trustee was negligent in ascertaining the pertinent facts;

     

    (b)           the
      Owner Trustee shall not be liable with respect to any action taken or omitted
      to
      be taken in good faith by it in accordance with the provisions of this Agreement
      at the instructions of the Administrator, the Depositor, the Indenture Trustee,
      the Master Servicer or the Certificateholders;

     

    (c)           no
      provision of this Agreement or any other Basic Document shall require the Owner
      Trustee to expend or risk its own funds or otherwise incur any financial
      liability in the performance of any of its duties hereunder or in the exercise
      of any of its rights or powers hereunder or under any other Basic Document
      if
      the Owner Trustee shall have reasonable grounds for believing that repayment
      of
      such funds or adequate indemnity against such risk or liability is not
      reasonably assured or provided to it;

     

    (d)           under
      no circumstances shall the Owner Trustee be liable for indebtedness evidenced
      by
      or arising under any Basic Document, including the principal of and interest
      on
      the Notes or payments to the Certificateholders;

     

    (e)           the
      Owner Trustee shall not be responsible for or in respect of the validity or
      sufficiency of this Agreement or for the due execution hereof by the Depositor
      or for the form, character, genuineness, sufficiency, value or validity of
      any
      of the Owner Trust Estate, or for or in respect of the validity or sufficiency
      of the Basic Documents, other than the signature and the certificate of
      authentication of the Owner Trustee on the Certificates, and the Owner Trustee
      shall in no event assume or incur any liability, duty or obligation to any
      Noteholder or Certificateholder, other than as expressly provided for in the
      Basic Documents;

     

    (f)           the
      Owner Trustee shall not be liable for the default, negligence or misconduct
      of
      the Administrator, the Depositor, any Certificateholder, the Indenture Trustee,
      the Master Servicer or the Seller under any Basic Document or otherwise, and
      the
      Owner Trustee shall have no obligation or liability to perform the obligations
      of the Issuer under this Agreement or the other Basic Documents that are
      required to be performed by the Administrator under the Administration
      Agreement, the Indenture Trustee under the Indenture or the Seller, the Master
      Servicer or the Depositor under the Sale and Servicing Agreement;

     

     

    
      
        
        

      

      
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    (g)           the
      Owner Trustee shall be under no obligation to exercise any of the rights or
      powers vested in it by this Agreement, or to institute, conduct or defend any
      litigation under this Agreement or otherwise or in relation to this Agreement
      or
      any other Basic Document, at the request, order or direction of any of the
      Certificateholders, unless such Certificateholders have offered to the Owner
      Trustee security or indemnity satisfactory to it against the costs, expenses
      and
      liabilities that may be incurred by the Owner Trustee therein or thereby, the
      right of the Owner Trustee to perform any discretionary act enumerated in this
      Agreement or in any other Basic Document shall not be construed as a duty,
      and
      the Owner Trustee shall not be answerable other than for its negligence, bad
      faith or willful misconduct in the performance of any such act;

     

    (h)           the
      right of the Owner Trustee to perform any discretionary act enumerated in this
      Agreement or any other Basic Document shall not be construed as a duty, and
      the
      Owner Trustee shall not be answerable other than for its willful misconduct,
      bad
      faith or negligence in the performance of any such act;

     

    (i)           the
      Owner Trustee shall have no responsibility for the accuracy of any information
      provided to Certificateholders or any other individual or entity that has been
      obtained from, or provided to the Owner Trustee by, any other
      Person;

     

    (j)           in
      the absence of negligence or bad faith on its part, the Owner Trustee may
      conclusively rely upon certificates or Opinions of Counsel furnished to the
      Owner Trustee and conforming to the requirements of this Agreement in
      determining the truthfulness of the statements and the correctness of the
      opinions contained therein; provided, however, that the Owner Trustee shall
      have
      examined such certificates or Opinions of Counsel so as to determine compliance
      of the same with the requirements of this Agreement; and

     

    (k)           the
      Owner Trustee shall incur no liability if, by reason of any provision of any
      present or future law or regulation thereunder, or by any force majeure event,
      including natural disaster, war or other circumstances beyond its reasonable
      control, the Owner Trustee shall be prevented from doing or performing any
      act
      or thing which the terms of this Agreement provide shall or may be done or
      performed, or by reason of any exercise of, or failure to exercise, any
      directions provided for herein.

     

    Section
      7.02.  Furnishing of Documents.  The Owner Trustee
      shall furnish to the Certificateholders, promptly upon receipt of a written
      request therefor, duplicates or copies of all reports, notices, requests,
      demands, certificates, financial statements and any other instruments furnished
      to the Owner Trustee under the Basic Documents.

     

     

    
      
        
        

      

      
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    Section
      7.03.  Representations and Warranties.  The Owner
      Trustee, in its individual capacity, hereby represents and warrants to the
      Depositor for the benefit of the Certificateholders, that:

     

    (a)           it
      is a Delaware banking corporation duly organized and validly existing in good
      standing under the laws of the State of Delaware and meets the eligibility
      criteria set forth in Section 10.01;

     

    (b)           it
      has all requisite corporate power and authority to execute, deliver and perform
      its obligations under this Agreement;

     

    (c)           it
      has taken all corporate action necessary to authorize the execution and delivery
      by it of this Agreement, and this Agreement will be executed and delivered
      by
      one of its officers who is duly authorized to execute and deliver this Agreement
      on its behalf; and

     

    (d)           neither
      the execution nor the delivery by it of this Agreement, nor the consummation
      by
      it of the transactions contemplated hereby, nor compliance by it with any of
      the
      terms or provisions hereof will contravene any federal or Delaware law,
      governmental rule or regulation governing the banking or trust powers of the
      Owner Trustee or any judgment or order binding on it, constitute any default
      under its charter documents or bylaws or any indenture, mortgage, contract,
      agreement or instrument to which it is a party or by which any of its properties
      may be bound or result in the creation or imposition of any lien, charge or
      encumbrance on the Owner Trust Estate pursuant to the provisions of any
      mortgage, indenture, contract, agreement or undertaking to which it is a party
      (other than the Basic Documents), which lien, charge or encumbrance could
      reasonably be expected to have a materially adverse effect on the Owner
      Trustee’s performance or ability to perform its duties as trustee under this
      Agreement or on the transactions contemplated in this Agreement.

     

    Section
      7.04.  Reliance; Advice of Counsel.

     

    (a)           The
      Owner Trustee may rely upon, shall be protected in relying upon and shall incur
      no liability to anyone in acting upon any signature, instrument, notice,
      resolution, request, consent, order, certificate, report, opinion, bond or
      other
      document or paper believed by it to be genuine and believed by it to be signed
      by the proper party or parties and need not investigate any fact or matter
      in
      any such document as long as the Owner Trustee has otherwise satisfied its
      obligations under this Agreement (nothing in this sentence shall be construed
      to
      relieve the Owner Trustee of any obligation it may have in this Agreement,
      including the obligations set forth in Section 7.01).  The Owner
      Trustee may accept a certified copy of a resolution of the board of directors
      or
      other governing body of any corporate party as conclusive evidence that such
      resolution has been duly adopted by such body and that the same is in full
      force
      and effect.  As to any fact or matter the method of determination of
      which is not specifically prescribed herein, the Owner Trustee may for all
      purposes hereof rely on a certificate, signed by the president or any Vice
      President or by the treasurer or other authorized officers of the relevant
      party, as to such fact or matter, and such certificate shall constitute full
      protection to the Owner Trustee for any action taken or omitted to be taken
      by
      it in good faith in reliance thereon.

     

     

    
      
        
        

      

      
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    (b)           In
      the exercise or administration of the trusts hereunder and in the performance
      of
      its duties and obligations under this Agreement or the other Basic Documents,
      the Owner Trustee may (i) act directly or through its agents or attorneys
      pursuant to agreements entered into with any of them, and the Owner Trustee
      shall not be liable for the conduct or misconduct of such agents or attorneys
      if
      such agents or attorneys shall have been selected by the Owner Trustee with
      reasonable care and (ii) consult with counsel, accountants and other
      skilled Persons to be selected with reasonable care and employed by
      it.  The Owner Trustee shall not be liable for anything done, suffered
      or omitted in good faith by it in accordance with the written opinion or advice
      of any such counsel, accountants or other such Persons and not contrary to
      this
      Agreement or any other Basic Document.

     

    Section
      7.05.  Not Acting in Individual Capacity.  Except as
      otherwise provided in this Article, in accepting the trusts hereby created,
      Wilmington Trust Company acts solely as Owner Trustee hereunder and not in
      its
      individual capacity, and all Persons having any claim against the Owner Trustee
      by reason of the transactions contemplated by this Agreement or any other Basic
      Document shall look only to the Owner Trust Estate for payment or satisfaction
      thereof.

     

    Section
      7.06.  Owner Trustee Not Liable for Certificates or
      Receivables.  The recitals contained herein and in the
      Certificates (other than the signature and the certificate of authentication
      of
      the Owner Trustee on the Certificates) shall be taken as the statements of
      the
      Depositor, and the Owner Trustee assumes no responsibility for the correctness
      thereof.  The Owner Trustee makes no representations as to the
      validity or sufficiency of this Agreement, any other Basic Document, the
      Certificates (other than the signature and the certificate of authentication
      of
      the Owner Trustee on the Certificates and the representations and warranties
      in
      Section 7.03) or the Notes, or of any Receivable or related
      documents.  The Owner Trustee shall at no time have any responsibility
      or liability for or with respect to the legality, validity and enforceability
      of
      any Receivable, or the perfection and priority of any security interest created
      by any Receivable in any Financed Vehicle or the maintenance of any such
      perfection and priority, or for or with respect to the sufficiency of the Owner
      Trust Estate or its ability to generate the payments to be distributed to the
      Certificateholders under this Agreement or to the Noteholders under the
      Indenture, including the existence, condition and ownership of any Financed
      Vehicle; the existence and enforceability of any insurance thereon; the
      existence and contents of any Receivable on any computer or other record
      thereof; the validity of the assignment of any Receivable to the Issuer or
      of
      any intervening assignment; the completeness of any Receivable; the performance
      or enforcement of any Receivable; the compliance by the Depositor, the Seller
      or
      the Master Servicer with any warranty or representation made under any Basic
      Document or in any related document, or the accuracy of any such warranty or
      representation, or any action of the Administrator, the Indenture Trustee or
      the
      Master Servicer taken in the name of the Owner Trustee.

     

    Section
      7.07.  Owner Trustee May Own Certificates and
      Notes.  The Owner Trustee in its individual or any other capacity
      may become a Certificateholder or Noteholder or pledgee of Certificates or
      Notes
      and may deal with the Depositor, the Administrator, the Indenture Trustee,
      the
      Seller and the Master Servicer in banking transactions with the same rights
      as
      it would have if it were not Owner Trustee.

     

     

    
      
        
        

      

      
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    Section
      7.08.  Paying Agent; Authenticating Agent.  The
      rights and protections afforded to the Owner Trustee pursuant to this
      Article and Sections 8.02, 10.02 and 10.03 shall also be afforded to each
      Paying Agent, any authenticating agent and the Certificate
      Registrar.

     

    
      
        
        

      

      
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    ARTICLE
      EIGHT


     

    COMPENSATION
      AND INDEMNIFICATION OF OWNER TRUSTEE

     

    Section
      8.01.  Owner Trustee’s Fees and Expenses.  The Owner
      Trustee shall receive as compensation for its services hereunder such fees
      as
      have been separately agreed upon before the date hereof between the Master
      Servicer and the Owner Trustee, and upon the formation of the Issuer, the Owner
      Trustee shall be entitled to be reimbursed, except as otherwise provided in
      the
      Basic Documents, by the Master Servicer for its other reasonable expenses
      hereunder, including the reasonable compensation, expenses and disbursements
      of
      such agents, representatives, experts and counsel as the Owner Trustee may
      employ in connection with the exercise and performance of its rights and its
      duties hereunder.

     

    Section
      8.02.  Indemnification.  Wachovia Bank shall be
      liable as prime obligor for, and shall indemnify the Indemnified Parties from
      and against, any and all Expenses, which may at any time be imposed on, incurred
      by, or asserted against the Owner Trustee or any other Indemnified Party in
      any
      way relating to or arising out of this Agreement, the other Basic Documents,
      the
      Owner Trust Estate, the administration of the Owner Trust Estate or the action
      or inaction of the Owner Trustee hereunder; provided, however, that Wachovia
      Bank shall not be liable for or required to indemnify an Indemnified Party
      from
      and against Expenses arising or resulting from any of the matters described
      in
      the third sentence of Section 7.01.  In no event will Wachovia
      Bank or the Owner Trustee be entitled to make any claim upon the Owner Trust
      Estate for the payment or reimbursement of any Expenses.  The
      indemnities contained in this Section shall survive the resignation or
      termination of the Owner Trustee or the termination of this
      Agreement.  In the event of any claim, action or proceeding for which
      indemnity will be sought pursuant to this Section, the Owner Trustee’s choice of
      legal counsel shall be subject to the approval of Wachovia Bank, which approval
      shall not be unreasonably withheld.

     

    Section
      8.03.  Payments to the Owner Trustee.  Any amounts
      paid to the Owner Trustee pursuant to this Article shall be deemed not to
      be a part of the Owner Trust Estate immediately after such payment.

     

    
      
        
        

      

      
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    ARTICLE
      NINE


     

    TERMINATION
      OF TRUST AGREEMENT

     

    Section
      9.01.  Termination of Trust Agreement.

     

    (a)           This
      Agreement (other than the provisions of Article Eight) shall terminate and
      be of no further force or effect and the Issuer shall dissolve upon the earlier
      of (i) the payment to the Master Servicer, the Paying Agent, the Owner
      Trustee, the Indenture Trustee, the Swap Counterparty, the Noteholders and
      the
      Certificateholders of all amounts required to be paid to them pursuant to the
      terms of the Indenture, the Sale and Servicing Agreement, the Swap Agreement
      and
      Article Five, (ii) the Distribution Date next succeeding the month
      which is one year after the maturity or other liquidation of the last Receivable
      and the disposition of any amounts received upon liquidation of any property
      remaining in the Issuer or (iii) upon the purchase of the Receivables by
      the Seller in connection with an Optional Purchase and retirement of the Notes
      and Certificates.  The bankruptcy, liquidation, dissolution, death or
      incapacity of any Certificateholder shall not (i) operate to terminate this
      Agreement or the Issuer, (ii) entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of all or any part of
      the
      Issuer or the Owner Trust Estate or (iii) otherwise affect the rights,
      obligations and liabilities of the parties hereto.

     

    (b)           Except
      as provided in Section 9.01(a), neither the Depositor nor any
      Certificateholder shall be entitled to revoke or terminate the
      Issuer.

     

    (c)           Notice
      of any termination of the Issuer, specifying the Distribution Date upon which
      Certificateholders shall surrender their Certificates to the Paying Agent for
      payment of the final distribution and cancellation, shall be given by the Owner
      Trustee by letter to Certificateholders mailed within five Business Days of
      receipt of notice of such termination from the Master Servicer, stating
      (i) the Distribution Date upon or with respect to which final payment of
      the Certificates shall be made upon presentation and surrender of the
      Certificates at the office of the Paying Agent therein designated, (ii) the
      amount of any such final payment and (iii) that the Record Date otherwise
      applicable to such Distribution Date is not applicable and that payments are
      being made only upon presentation and surrender of the Certificates at the
      office of the Paying Agent therein specified.  The Owner Trustee shall
      give such notice to the Certificate Registrar (if other than the Owner Trustee),
      the Paying Agent and the Swap Counterparty at the time such notice is given
      to
      Certificateholders.  Upon presentation and surrender of the
      Certificates, the Paying Agent shall cause to be distributed to
      Certificateholders, subject to Section 3808 of the Statutory Trust Statute,
      amounts distributable on such Distribution Date pursuant to
      Section 5.02.

     

    (d)           In
      the event that all of the Certificateholders shall not surrender their
      Certificates for cancellation within six months after the date specified in
      the
      above mentioned written notice, the Owner Trustee shall give a second written
      notice to the remaining Certificateholders to surrender their Certificates
      for
      cancellation and receive the final distribution with respect
      thereto.  If within one year after the second notice all the
      Certificates shall not have been surrendered for cancellation, the Owner Trustee
      may take appropriate steps, or may appoint an agent to take appropriate steps,
      to contact the remaining Certificateholders concerning surrender of their
      Certificates and the cost thereof shall be paid out of the funds and other
      assets that shall remain subject to this Agreement.  Subject to
      applicable escheat laws, any funds remaining in the Issuer after exhaustion
      of
      such remedies shall be distributed by the Owner Trustee to the Seller, as
      Certificateholder.

     

     

    
      
        
        

      

      
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    (e)           Upon
      the winding up of the Issuer, in accordance with Section 3808 of the
      Statutory Trust Statute, and its termination, the Owner Trustee, acting pursuant
      to the written instructions of the Depositor, which instructions shall certify
      that the winding up of the Issuer has been duly completed in accordance with
      this Article, shall cause the Certificate of Trust to be cancelled by filing
      a
      certificate of cancellation with the Secretary of State in accordance with
      the
      provisions of Section 3810(d) of the Statutory Trust Statute.

     

     

    
      
        
        

      

      
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    ARTICLE
      TEN


     

    SUCCESSOR
      AND ADDITIONAL OWNER TRUSTEES

     

    Section
      10.01.  Eligibility Requirements for Owner
      Trustee.  The Owner Trustee shall at all times (i) be
      authorized to exercise corporate trust powers, (ii) have a combined capital
      and surplus of at least $50,000,000 and be subject to supervision or examination
      by federal or State authorities and (iii) have (or have a parent that has)
      a long-term debt rating of investment grade by each of the Rating Agencies
      or
      otherwise be acceptable to each of the Rating Agencies.  If such
      entity shall publish reports of condition at least annually pursuant to law
      or
      to the requirements of the aforesaid supervising or examining authority, then
      for the purpose of this Section, the combined capital and surplus of such
      corporation or banking association shall be deemed to be its combined capital
      and surplus as set forth in its most recent report of condition so
      published.  If at any time the Owner Trustee shall cease to be
      eligible in accordance with the provisions of this Section, the Owner Trustee
      shall resign immediately in the manner and with the effect specified in
      Section 10.02.

     

    Section
      10.02.  Resignation or Removal of Owner Trustee.

     

    (a)           The
      Owner Trustee may at any time resign and be discharged from the trusts hereby
      created by giving written notice thereof to the Administrator and the Depositor,
      and will provide to the Depositor in writing and in form and substance
      reasonably satisfactory to the Depositor, all information reasonably requested
      by the Depositor in order to comply with its reporting obligation under the
      Exchange Act with respect to the resignation of the Owner
      Trustee.  Upon receiving such notice of resignation, the Administrator
      shall promptly appoint a successor Owner Trustee acceptable to the Depositor
      by
      written instrument, in duplicate, one copy of which instrument shall be
      delivered to the resigning Owner Trustee and one copy to the successor Owner
      Trustee.  If no successor Owner Trustee shall have been so appointed
      and have accepted appointment within 30 days after the giving of such notice
      of
      resignation, the resigning Owner Trustee may petition any court of competent
      jurisdiction for the appointment of a successor Owner Trustee.

     

    (b)           If
      at any time the Owner Trustee shall: (i) cease to be eligible in accordance
      with Section 10.01 and shall fail to resign after written request therefor
      by the Administrator, or if at any time the Owner Trustee shall be legally
      unable to act; (ii) be adjudged bankrupt or insolvent, or a receiver of the
      Owner Trustee or of its property shall be appointed, or any public officer
      shall
      take charge or control of the Owner Trustee or of its property or affairs for
      the purpose of rehabilitation, conservation or liquidation; (iii) fail to
      comply with any of its obligations under Section 10.02, Section 10.04 or Section
      11.03 of this Agreement, during the period that the Depositor is required to
      file Exchange Act Reports with respect to the Issuer and such failure is not
      remedied within the lesser of ten calendar days and the period of time in which
      the related Exchange Act Report is required to be filed (without taking into
      account any extensions) or (iv) otherwise become incapable of acting, then
      the Administrator or the Depositor may remove the Owner Trustee.  If
      the Administrator or Depositor shall remove the Owner Trustee under the
      authority of the immediately preceding sentence, the Administrator shall
      promptly appoint a successor Owner Trustee acceptable to the Depositor by
      written instrument, in duplicate, one copy of which instrument shall be
      delivered to the outgoing Owner Trustee so removed and one copy to the successor
      Owner Trustee, and shall pay all fees and expenses owed to the outgoing Owner
      Trustee.

     

     

    
      
        
        

      

      
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    Any
      resignation or removal of the Owner Trustee and appointment of a successor
      Owner
      Trustee pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor Owner Trustee
      pursuant to Section 10.03 and payment of all fees and expenses owed to the
      outgoing Owner Trustee.  The Administrator shall provide notice of
      such resignation or removal of the Owner Trustee to each Rating Agency that
      has
      provided ratings of the Notes, the Depositor, the Certificateholders, the Swap
      Counterparty and the Indenture Trustee.

     

    Section
      10.03.  Successor Owner Trustee.  Any successor Owner
      Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and
      deliver to the Administrator and to its predecessor Owner Trustee an instrument
      accepting such appointment under this Agreement and deliver to the Depositor
      in
      writing and in form and substance reasonably satisfactory to the Depositor,
      all
      information reasonably requested by the Depositor in order to comply with its
      reporting obligation under the Exchange Act with respect to the successor Owner
      Trustee, and thereupon, subject to the payment of all fees and expenses owed
      to
      the predecessor Owner Trustee, the resignation or removal of the predecessor
      Owner Trustee shall become effective, and such successor Owner Trustee, without
      any further act, deed or conveyance, shall become fully vested with all the
      rights, powers, duties and obligations of its predecessor under this Agreement,
      with like effect as if originally named as Owner Trustee.  The
      predecessor Owner Trustee shall upon payment of its fees and expenses deliver
      to
      the successor Owner Trustee all documents and statements and monies held by
      it
      under this Agreement and the Administrator and the predecessor Owner Trustee
      shall execute and deliver such instruments and do such other things as may
      reasonably be required for fully and certainly vesting and confirming in the
      successor Owner Trustee all such rights, powers, duties and
      obligations.

     

    No
      successor Owner Trustee shall accept appointment as provided in this Section
      unless at the time of such acceptance such successor Owner Trustee shall be
      eligible pursuant to Section 10.01.

     

    Any
      successor Owner Trustee appointed pursuant to this Section shall file an
      amendment to the Certificate of Trust with the Secretary of State reflecting
      the
      name and principal place of business of such successor in the State of
      Delaware.

     

    Upon
      acceptance of appointment by a successor Owner Trustee pursuant to this Section,
      the Administrator shall mail notice thereof to all Certificateholders, the
      Indenture Trustee, the Noteholders, the Swap Counterparty and each Rating Agency
      that has provided ratings of the Notes.  If the Administrator shall
      fail to mail such notice within ten days after acceptance of such appointment
      by
      the successor Owner Trustee, the successor Owner Trustee shall cause such notice
      to be mailed at the expense of the Administrator.

     

    Section
      10.04.  Merger or Consolidation of Owner Trustee.

     

    (a)           If
      the Owner Trustee consolidates with, merges or converts into, or transfers
      all
      or substantially all its corporate trust business or assets to, another entity,
      the resulting, surviving or transferee corporation or banking association
      without any further act, except the filing of an amendment to the Certificate
      of
      Trust, if required under the Statutory Trust Statute, shall be the successor
      Owner Trustee; provided, however, that such corporation or banking association
      must be otherwise qualified and eligible under
      Section 10.01.  The Owner Trustee shall (i) provide the
      Rating Agencies that have provided ratings of the Notes with written notice
      as
      soon as practicable after a public announcement is made regarding any such
      transaction, (ii) file an amendment to the Certificate of Trust as required
      by Section 9.03 (if required under the Statutory Trust Statute) and
      (iii) provide the Depositor in writing and in form and substance reasonably
      satisfactory to the Depositor, all information reasonably requested by the
      Depositor in order to comply with its reporting obligation under the Exchange
      Act with respect to the successor Owner Trustee.

     

     

    
      
        
        

      

      
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    (b)           If
      any of the Certificates shall have been authenticated but not delivered at
      the
      time such successor or successors by consolidation, merger or conversion to
      the
      Owner Trustee shall succeed to the trusts created by this Agreement, any such
      successor to the Owner Trustee may adopt the certificate of authentication
      of
      any predecessor trustee and deliver such Certificates so
      authenticated.  If any of the Certificates shall not have been
      authenticated upon such succession, any such successor to the Owner Trustee
      may
      authenticate such Certificates either in the name of any predecessor trustee
      or
      in the name of the successor to the Owner Trustee.  In all such cases
      such certificates shall have the full force which the Certificates or this
      Agreement provide that the certificate of the Owner Trustee shall
      have.

     

    Section
      10.05.  Appointment of Co-Trustee or Separate
      Trustee.  Notwithstanding any other provision of this Agreement,
      at any time, for the purpose of meeting any legal requirement of any
      jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle
      may at the time be located, the Administrator and the Owner Trustee acting
      jointly shall have the power and shall execute and deliver all instruments
      to
      appoint one or more Persons approved by the Administrator and Owner Trustee
      to
      act as co-trustee, jointly with the Owner Trustee, or as separate trustee or
      separate trustees, of all or any part of the Owner Trust Estate, and to vest
      in
      such Person, in such capacity and for the benefit of the Certificateholders,
      such title to the Owner Trust Estate or any part thereof and, subject to the
      other provisions of this Section, such powers, duties, obligations, rights
      and
      trusts as the Administrator and the Owner Trustee may consider necessary or
      desirable.  If the Administrator shall not have joined in such
      appointment within 15 days after the receipt by it of a request so to do, the
      Owner Trustee alone shall have the power to make such appointment.  No
      co-trustee or separate trustee under this Agreement shall be required to meet
      the terms of eligibility as a successor Owner Trustee pursuant to
      Section 10.01, except that such co-trustee or successor trustee shall have
      the Required Rating or otherwise be acceptable to each Rating Agency, and no
      notice of the appointment of any co-trustee or separate trustee shall be
      required pursuant to Section 10.03.

     

    Each
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (a)           all
      rights, powers, duties and obligations conferred or imposed upon the Owner
      Trustee shall be conferred or imposed upon and exercised or performed by the
      Owner Trustee and such separate trustee or co-trustee jointly (it being
      understood that such separate trustee or co-trustee is not authorized to act
      separately without the Owner Trustee joining in such act), except to the extent
      that under any law of any jurisdiction in which any particular act or acts
      are
      to be performed, the Owner Trustee shall be incompetent or unqualified to
      perform such act or acts, in which event such rights, powers, duties and
      obligations (including the holding of title to the Owner Trust Estate or any
      portion thereof in any such jurisdiction) shall be exercised and performed
      singly by such separate trustee or co-trustee, but solely at the direction
      of
      the Owner Trustee;

     

    
      
        
        

      

      
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    (b)           no
      trustee under this Agreement shall be personally liable by reason of any act
      or
      omission of any other trustee under this Agreement; and

     

    (c)           the
      Administrator and the Owner Trustee acting jointly may at any time accept the
      resignation of or remove any separate trustee or co-trustee.

     

    Any
      notice, request or other writing given to the Owner Trustee shall be deemed
      to
      have been given to each of the then separate trustees and co-trustees, as
      effectively as if given to each of them.  Every instrument appointing
      any separate trustee or co-trustee shall refer to this Agreement and the
      conditions of this Article.  Each separate trustee and co-trustee,
      upon its acceptance of the trusts conferred, shall be vested with the estates
      or
      property specified in its instrument of appointment, either jointly with the
      Owner Trustee or separately, as may be provided therein, subject to all the
      provisions of this Agreement, specifically including every provision of this
      Agreement relating to the conduct of, affecting the liability of, or affording
      protection to, the Owner Trustee.  Each such instrument shall be filed
      with the Owner Trustee and a copy thereof given to the
      Administrator.

     

    Any
      separate trustee or co-trustee may at any time appoint the Owner Trustee as
      its
      agent or attorney-in-fact with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name.  If any separate trustee or co-trustee
      shall die, become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Owner Trustee, to the extent permitted by law, without the appointment of a
      new
      or successor co-trustee or separate trustee.

     

    
      
        
        

      

      
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    ARTICLE
      ELEVEN


     

    REGULATION
      AB

     

    Section
      11.01.  Intent of the Parties; Reasonableness.

     

    (a)           The
      Depositor and the Owner Trustee acknowledge and agree that the purpose of this
      Article Eleven is to facilitate compliance by the Depositor with the provisions
      of Regulation AB and related rules and regulations of the
      Commission.  The Depositor shall not exercise its right to request
      delivery of information or other performance under these provisions other than
      in good faith, or for purposes other than the Depositor’s compliance with the
      Securities Act, the Exchange Act and the rules and regulations of the Commission
      thereunder (or the provision in a private offering of disclosure comparable
      to
      that required under the Securities Act).  The Owner Trustee agrees to
      cooperate in good faith with any reasonable request by the Depositor for
      information regarding the Owner Trustee which is required in order to enable
      the
      Depositor to comply with the provisions of Regulation AB, including, without
      limitation, Items 1109(a), 1109(b), 1117 and 1119 of Regulation AB as it relates
      to the Owner Trustee or to the Owner Trustee’s obligations under this
      Agreement.

     

    Section
      11.02.  Representations and Warranties.  The Owner
      Trustee represents that:

     

    (i)                 there
      are no affiliations, relating to the Owner Trustee with respect to any Item
      1119
      Party;

     

    (ii)                 there
      are no relationships or transactions with respect to any Item 1119 Party and
      the
      Owner Trustee that are outside the ordinary course of business or on terms
      other
      than would be obtained in an arm's length transaction with an unrelated third
      party, apart from the transactions contemplated under the Basic Documents,
      and
      that are material to the investors' understanding of the Notes; and

     

    (iii)                 there
      are no legal proceedings pending, or known to be contemplated by governmental
      authorities, against the Owner Trustee, or of which the property of the Owner
      Trustee is subject, that is material to the Noteholders.

     

    Section
      11.03.  Information to Be Provided by the Owner
      Trustee.

     

    (a)           For
      so long as the Depositor is required to report under Regulation AB, the Owner
      Trustee shall, as promptly as practicable, notify the Depositor, in writing,
      of:
      (i) the commencement of, a material development in or, if applicable, the
      termination of, any and all legal proceedings against the Owner Trustee or
      any
      and all proceedings of which any property of the Owner Trustee is the subject,
      that is material to the noteholders; and (ii) any such proceedings known to
      be
      contemplated by governmental authorities.  The Owner Trustee shall
      also notify the Depositor, in writing, as promptly as practicable following
      notice to or discovery by a Responsible Officer of the Owner Trustee of any
      material changes to proceedings described in the preceding
      sentence.  In addition, the Owner Trustee will furnish to the
      Depositor, in writing, the necessary disclosure regarding the Owner Trustee
      describing such proceedings required to be disclosed under Item 1117 of
      Regulation AB, for inclusion in reports filed by or on behalf of the Depositor
      pursuant to the Exchange Act.

     

    
      
        
        

      

      
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    (b)           For
      so long as the Depositor is required to report under Regulation AB, the Owner
      Trustee shall (i) on or before the fifth Business Day of each January, April,
      July and October, provide to the Depositor such information regarding the Owner
      Trustee as is required for the purpose of compliance with Items 1109(a), 1109(b)
      and 1119 of Regulation AB; provided, however, the Owner Trustee shall not be
      required to provide such information in the event that there has been no change
      to the information previously provided by the Owner Trustee to the Depositor;
      and (ii) as promptly as practicable following notice to or discovery by a
      Responsible Officer of the Owner Trustee of any changes to such information,
      provide to the Depositor, in writing, such updated information.  Such
      information shall include, at a minimum:

     

    (A)           the
      Owner Trustee’s name and form of organization;

     

    (B)           a
      description of the extent to which the Owner Trustee has had prior experience
      serving as a trustee for asset-backed securities transactions involving auto
      finance receivables;

     

    (C)           a
      description of any affiliation between the Owner Trustee and any of the
      following parties to a Securitization Transaction, as such parties are
      identified to the Owner Trustee by the Depositor in writing in advance of such
      Securitization Transaction:

     

    (1)           the
      sponsor;

     

    (2)           any
      depositor;

     

    (3)           the
      issuing entity;

     

    (4)           any
      master servicer or subservicer;

     

    (5)           any
      other trustee;

     

    (6)           any
      originator;

     

    (7)           any
      significant obligor;

     

    (8)           any
      enhancement or support provider; and

     

    (9)           any
      other material party related to any Securitization Transaction.

     

    In
      addition, the Owner Trustee shall provide a description of whether there is,
      and
      if so the general character of, any business relationship, agreement,
      arrangement, transaction or understanding between the Owner Trustee and any
      above-listed party that is entered into outside the ordinary course of business
      or is on terms other than would be obtained in an arm’s length transaction with
      an unrelated third party, apart from the Securitization Transactions, that
      currently exists or that existed during the past two years and that is material
      to an investor’s understanding of the Notes.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      TWELVE


     

    MISCELLANEOUS

     

    Section
      12.01.  Supplements and Amendments.

     

    (a)           This
      Agreement may be amended from time to time by the Depositor and the Owner
      Trustee with prior written notice to the Rating Agencies that have provided
      ratings of the Notes and to the Swap Counterparty, without the consent of any
      of
      the Noteholders or the Certificateholders, (i) to cure any ambiguity, to correct
      or supplement any provision herein that may be inconsistent with any other
      provision herein or in any offering document used in connection with the initial
      offer and sale of the Notes or the Certificates and (ii) for the purpose of
      adding any provisions to or changing in any manner or eliminating any of the
      provisions of this Agreement which will not be inconsistent with other
      provisions of this Agreement; provided, however, that no such amendment
      (i) may materially adversely affect the interests of any Noteholder or
      Certificateholder and (ii) will be permitted unless an Opinion of Counsel
      is delivered to the Owner Trustee to the effect that such amendment will not
      cause the Issuer to be characterized for federal income tax purposes as an
      association or publicly-traded partnership taxable as a corporation or otherwise
      have any material adverse impact on the federal income taxation of any Notes
      Outstanding or outstanding Certificates.

     

    (b)           This
      Agreement may be amended from time to time by the Depositor and the Owner
      Trustee with prior written notice to the Rating Agencies that have provided
      ratings of the Notes and with the consent of the Noteholders of Notes evidencing
      not less than 51% of the Note Balance or, if the Notes have been paid in full,
      the Certificateholders evidencing not less than 51% of the aggregate Certificate
      Percentage Interest, for the purpose of adding any provisions to, or changing
      in
      any manner or eliminating any of the provisions of, this Agreement or modifying
      in any manner the rights of the Noteholders or the Certificateholders; provided,
      however, that no such amendment will be permitted unless an Opinion of Counsel
      is delivered to the Owner Trustee to the effect that such amendment will not
      cause the Issuer to be characterized for federal income tax purposes as an
      association or a publicly traded partnership taxable as a corporation or
      otherwise have any material adverse impact on the federal income taxation of
      any
      Notes Outstanding or outstanding Certificates; and, provided further, that
      no
      such amendment may:

     

    (i)                 increase
      or reduce in any manner the amount of, or accelerate or delay the timing of,
      or
      change the allocation or priority of, collections of payments on or in respect
      of the Receivables or distributions that are required to be made for the benefit
      of the Noteholders or the Certificateholders without the consent of all
      Noteholders and Certificateholders adversely affected by such
      amendment;

     

    (ii)                 reduce
      the percentage of the Note Balance or the percentage of the aggregate
      Certificate Percentage Interest the consent of the Noteholders or
      Certificateholders, as applicable, of which is required for any amendment to
      this Agreement without the consent of all the Noteholders and Certificateholders
      adversely affected by the amendment; or

     

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    (iii)                 adversely
      affect the rating assigned by any Rating Agency that has provided ratings of
      the
      Notes, to any Class of Notes without the consent of the Noteholders evidencing
      not less than 662⁄3% of the Note Balance of such Class of Notes.

     

    (c)           An
      amendment to this Agreement shall be deemed not to materially adversely affect
      the interests of any Noteholder or Certificateholder if (i) the Person
      requesting such amendment obtains and delivers to the Owner Trustee an Opinion
      of Counsel to that effect or (ii) the Rating Agency Condition is
      satisfied.

     

    (d)           Prior
      to the execution of any such amendment or consent, the Owner Trustee shall
      deliver a copy of such proposed amendment or consent to the Swap
      Counterparty.  Promptly after the execution of any such amendment or
      consent, the Owner Trustee shall furnish written notification of the substance
      of such amendment or consent to each Certificateholder and the Depositor shall
      furnish (i) written notice of the substance of such amendment or consent to
      the
      Indenture Trustee and the Rating Agencies that have provided ratings of the
      Notes and (ii) a copy of such amendment or consent to the Swap
      Counterparty.

     

    (e)           It
      shall not be necessary for the consent of the Certificateholders, the
      Noteholders, the Swap Counterparty or the Indenture Trustee pursuant to this
      Section to approve the particular form of any proposed amendment or consent,
      but
      it shall be sufficient if such consent shall approve the substance
      thereof.  The manner of obtaining such consents (and any other
      consents of Certificateholders provided for in this Agreement or in any other
      Basic Document) and of evidencing the authorization of the execution thereof
      by
      Certificateholders shall be subject to such reasonable requirements as the
      Owner
      Trustee may prescribe.

     

    (f)           Promptly
      after the execution of any amendment to the Certificate of Trust, the Owner
      Trustee shall file such amendment or cause such amendment to be filed with
      the
      Secretary of State.

     

    (g)           The
      Owner Trustee may, but shall not be obligated to, enter into any such amendment
      that affects the Owner Trustee’s own rights, duties, liabilities or immunities
      under this Agreement or otherwise.

     

    (h)           Prior
      to the execution of any amendment to this Agreement or any amendment to any
      other agreement to which the Issuer is a party, the Owner Trustee shall be
      entitled to receive and shall be fully protected in relying upon an Opinion
      of
      Counsel stating that the execution of such amendment is authorized or permitted
      by this Agreement and that all conditions precedent in this Agreement to the
      execution and delivery of such amendment have been satisfied.

     

    Section
      12.02.  No Legal Title to Owner Trust Estate in
      Certificateholders.  The Certificateholders shall not have legal
      title to any part of the Owner Trust Estate.  The Certificateholders
      shall be entitled to receive distributions with respect to their undivided
      beneficial interest therein only in accordance with Articles Five and
      Nine.  No transfer, by operation of law or otherwise, of any right,
      title or interest of the Certificateholders to and in their beneficial interest
      in the Owner Trust Estate shall operate to terminate this Agreement or the
      trusts hereunder or entitle any transferee to an accounting or to the transfer
      to it of legal title to any part of the Owner Trust Estate.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    Section
      12.03.  Limitations on Rights of Others.  The
      provisions of this Agreement are solely for the benefit of the Owner Trustee,
      the Indemnified Parties, the Depositor, the Certificateholders, the
      Administrator, the Master Servicer and, to the extent expressly provided herein,
      the Indenture Trustee, the Swap Counterparty and the Noteholders, and nothing
      in
      this Agreement or in the Certificates, whether express or implied, shall be
      construed to give to any other Person any legal or equitable right, remedy
      or
      claim in the Owner Trust Estate or under or in respect of this Agreement or
      any
      covenants, conditions or provisions contained herein.

     

    Section
      12.04.  Notices.  All demands, notices and other
      communications under this Agreement shall be in writing, personally delivered,
      sent by telecopier, overnight courier or mailed by certified mail, return
      receipt requested, or where electronic delivery is applicable and requested,
      shall be delivered by electronic delivery, and shall be deemed to have been
      duly
      given upon receipt in the case of (i) the Owner Trustee, at the Corporate
      Trust Office, (ii) the Depositor, at 444 East Warm Springs Road,
      Suite 118, Las Vegas, Nevada  89119, (iii) the Indenture
      Trustee, at the Corporate Trust Office (as defined in the Indenture),
      (iv) the Swap Counterparty, to Wachovia Bank, National Association, 301 S.
      College St. NC0600, Charlotte, North Carolina 28202–0600, Attention: Derivatives
      Documentation, (v) Fitch, to Fitch Ratings, 1 State Street Plaza, New York,
      New
      York  10004, Attention:  Auto ABS Group
      (email:  Surveillance-auto-abs@fitchratings.com),
      (vi) Moody’s, at Moody’s Investors Service, Inc., ABS Monitoring
      Department, 99 Church Street, New York, New York 10007
      (e-mail:  ServicerReports@Moodys.com), (vii) Standard &
Poor’s, to Standard & Poor’s Ratings Services, a Division of The
      McGraw-Hill Companies, Inc., 55 Water Street, New York, New
      York  10041, Attention: Asset Backed Surveillance Department
(e–mail:
      Servicer_reports@sandp.com) or (viii) as to each of the foregoing,
      at such other address as shall be designated by written notice to the other
      entities whose addresses are listed in this Section.  Any notice
      required or permitted to be mailed to a Certificateholder shall be given by
      first class mail, postage prepaid, at the address of such Certificateholder
      as
      shown in the Certificate Register.  Any notice so mailed within the
      time prescribed in this Agreement shall be conclusively presumed to have been
      duly given, whether or not the Certificateholder shall receive such
      notice.

     

    Section
      12.05.  Severability.  If any one or more of the
      covenants, agreements, provisions or terms of this Agreement or the Certificates
      shall be for any reason whatsoever held invalid, illegal or unenforceable,
      then
      such covenants, agreements, provisions or terms shall be deemed severable from
      the remaining covenants, agreements, provisions and terms of this Agreement
      and
      the Certificates and shall in no way affect or impair the validity or
      enforceability of the other covenants, agreements, provisions and terms of
      this
      Agreement or of the Certificates or the rights of the
      Certificateholders.

     

    Section
      12.06.  Counterparts.  This Agreement may be executed
      by the parties hereto in separate counterparts, each of which when so executed
      and delivered shall be an original, but all such counterparts shall together
      constitute but one and the same instrument.

     

    Section
      12.07.  Successors and Assigns.  All covenants and
      agreements contained herein and in the Certificates shall be binding upon,
      and
      inure to the benefit of, each of the Depositor, the Owner Trustee, and each
      Certificateholder and their respective successors and permitted assigns, all
      as
      herein provided.  Any request, notice, direction, consent, waiver or
      other instrument or action by a Certificateholder shall bind the successors
      and
      assigns of such Certificateholder.

     

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    Section
      12.08.  Covenants of the Depositor.  The Depositor
      shall not at any time institute against the Issuer, or join in any institution
      against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency
      or liquidation proceedings, or other proceedings under any United States federal
      or State bankruptcy or similar law in connection with any obligations relating
      to the Certificates, the Notes, this Agreement or any of the other Basic
      Documents.

     

    Section
      12.09.  No Petition.  The Owner Trustee (not in its
      individual capacity but solely as Owner Trustee), by entering into this
      Agreement, each Certificateholder, by accepting a Certificate or a beneficial
      interest therein, the Indenture Trustee, the Swap Counterparty and each
      Noteholder, by accepting the benefits of this Agreement, hereby covenant and
      agree that they will not at any time institute against the Depositor or the
      Issuer, or join in any institution against the Depositor or the Issuer of,
      any
      bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
      or other proceedings under any United States federal or State bankruptcy or
      similar law in connection with any obligations relating to the Certificates,
      the
      Notes, this Agreement or any other Basic Document.

     

    Section
      12.10.  No Recourse.  Each Certificateholder by
      accepting a Certificate acknowledges that the Certificates represent beneficial
      interests in the Issuer only and do not represent interests in or obligations
      of
      the Depositor, the Seller, the Master Servicer, the Administrator, the Owner
      Trustee, the Indenture Trustee or any of their respective Affiliates and no
      recourse may be had against such parties or their assets, except as may be
      expressly set forth or contemplated in the Certificates, this Agreement or
      any
      other Basic Document.

     

    Section
      12.11.  Headings.  The Article and Section
      headings and the Table of Contents herein are for purposes of reference only
      and
      shall not otherwise affect the meaning or interpretation of any provision
      hereof.

     

    Section
      12.12.  GOVERNING LAW.  THIS AGREEMENT SHALL BE
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
      REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
      REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS.

     

    Section
      12.13.  Servicer Payment Obligation.  The Master
      Servicer shall be responsible for the payment of all fees and expenses of the
      Issuer, the Owner Trustee and the Indenture Trustee paid by any of them in
      connection with any of their obligations under the Basic Documents to obtain
      or
      maintain or cause to be obtained or maintained any required license under the
      (i) Maryland Vehicle Sales Finance Act or (ii) Pennsylvania Motor
      Vehicle Sales Finance Act.

     

    Section
      12.14.  Obligations with Respect to the Swap
      Counterparty.  Any obligations or duties owed to, or rights of,
      the Swap Counterparty hereunder, including the right of the Swap Counterparty
      to
      consent to, or receive notice of, any actions hereunder shall terminate upon
      payment in full of the Class A-3b Notes and payment of all amounts owed to
      the
      Swap Counterparty under the Swap Agreement.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective officers, thereunto duly authorized, as of the
      day
      and year first above written.

     

    
      
        	 	
                WDS
                  RECEIVABLES LLC,

                    as
                  Depositor

                 

                 

                 

                By:  
/s/
                  Keith
                  Ford                                            
                  

                    Name:

                    Title:

                 

              
	 	
                WILMINGTON
                  TRUST COMPANY,

                    not
                  in
                  its individual capacity but solely as 

                    Owner
                  Trustee

                 

                 

                 

                By:  /s/
                  J. Christopher
                  Murphy                         
                  

                    Name:  J.
                  Christopher Murphy

                    Title:  Financial
                  Services Officer

              


      

    

     

    Agreed
      and Accepted:

    


    WACHOVIA
      BANK, NATIONAL ASSOCIATION

     

    By:
      /s/ Scott D. Weaver_________________ 

    Name:  Scott
      D.
      Weaver

    Title:  Senior
      Vice
      President

     

    Amended
      and Restated Trust
      Agreement

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT A

     

    THIS
      ASSET BACKED CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO
      THE
      EXTENT DESCRIBED IN THE TRUST AGREEMENT, THE SALE AND SERVICING AGREEMENT AND
      THE INDENTURE REFERRED TO HEREIN.

     

    THIS
      ASSET BACKED CERTIFICATE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT
      INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY.

     

    THIS
      ASSET BACKED CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR AN OBLIGATION
      OF
      WDS RECEIVABLES LLC,  WACHOVIA DEALER SERVICES, INC. OR ANY OF THEIR
      RESPECTIVE AFFILIATES.

     

    THIS
      ASSET BACKED CERTIFICATE MAY NOT BE ACQUIRED BY OR WITH PLAN ASSETS OF AN
      EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR ARRANGEMENT THAT IS SUBJECT TO
      SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE.

     

     

    
      	REGISTERED 	
                NO. R-1

            


    

     

     

    WACHOVIA
      AUTO LOAN OWNER TRUST 2007-1

    ASSET
      BACKED CERTIFICATE

     

    evidencing
      a beneficial interest in the property of Wachovia Auto Loan Owner Trust 2007-1,
      a Delaware statutory trust (the “Issuer”), which property includes a pool of
      retail installment sale contracts and installment loans secured by new and
      used
      motor vehicles sold by Wachovia Dealer Services, Inc., a California corporation
      (“Wachovia Dealer Services”), to WDS Receivables LLC (“WDS Receivables”), a
      Nevada limited liability company (the “Depositor”), and sold by the Depositor to
      the Issuer.  The property of the Issuer (other than the Certificate
      Payment Account and the proceeds thereof) has been pledged by the Issuer to
      U.S.
      Bank National Association, a national banking association, as trustee (the
      “Indenture Trustee”), pursuant to an indenture, dated as of June 1, 2007 (as
      amended, restated, supplemented or otherwise modified from time to time, the
      “Indenture”), between the Issuer and the Indenture Trustee, to secure the
      payment of the Notes issued thereunder.

     

    This
      certifies that WDS Receivables is the registered owner of a 100% Certificate
      Percentage Interest nonassessable, fully paid, beneficial interest in the
      Issuer.  The Issuer was created pursuant to a trust agreement dated
      October 10, 2006 between the Depositor and Wilmington Trust Company, as
      trustee (in such capacity, and not in its individual capacity, the “Owner
      Trustee”), as amended and restated by the amended and restated trust agreement,
      dated as of June 1, 2007 (as amended, restated, supplemented or otherwise
      modified from time to time, the “Trust Agreement”), between the Depositor and
      the Owner Trustee, a summary of certain of the pertinent provisions of which
      is
      set forth below.  Capitalized terms used herein that are not otherwise
      defined shall have the meanings ascribed in the Trust Agreement, the Indenture
      or in the sale and servicing agreement, dated as of June 1, 2007 (as amended,
      restated, supplemented or otherwise modified from time to time, the “Sale and
      Servicing Agreement”), among the Issuer, the Depositor, Wachovia Dealer
      Services, as seller (in such capacity, the “Seller”) and Wachovia Bank, National
      Association, as master servicer (the “Master Servicer”).

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Trust Agreement, to which Trust Agreement the registered
      holder of this Certificate (the “Certificateholder”) by virtue of the acceptance
      hereof assents and by which such Certificateholder is bound.  The
      property of the Issuer primarily includes: (i) a pool of retail installment
      sale contracts and installment loans originated in connection with the sale
      of
      new or used motor vehicles (the “Receivables”), (ii) all amounts received
      on or in respect of the Receivables after the Cutoff Date, (iii) the
      security interests in the Financed Vehicles granted by the Obligors pursuant
      to
      the Receivables and (iv) all proceeds of the foregoing.

     

    THE
      RIGHTS OF THE ISSUER IN THE FOREGOING PROPERTY OF THE ISSUER (OTHER THAN THE
      CERTIFICATE PAYMENT ACCOUNT AND THE PROCEEDS THEREOF) HAVE BEEN PLEDGED TO
      THE
      INDENTURE TRUSTEE TO SECURE THE PAYMENT OF THE NOTES.

     

    Pursuant
      to the Trust Agreement, there will be distributed on each Distribution Date
      to
      the Person in whose name this Certificate is registered at the close of business
      on the Business Day preceding such Distribution Date such Certificateholder’s
      Certificate Percentage Interest in the amount to be distributed to
      Certificateholders on such Distribution Date.  “Distribution Date”
means the 20th day of each month or, if such 20th day is not a Business Day,
      the
      following Business Day, commencing on July 20, 2007.

     

    THE
      HOLDER OF THIS CERTIFICATE ACKNOWLEDGES AND AGREES THAT ITS RIGHTS TO RECEIVE
      DISTRIBUTIONS IN RESPECT OF THIS CERTIFICATE ARE SUBORDINATED TO THE RIGHTS
      OF
      THE NOTEHOLDERS AS DESCRIBED IN THE TRUST AGREEMENT, THE SALE AND SERVICING
      AGREEMENT AND THE INDENTURE.

     

    It
      is the
      intent of the Depositor, the Seller, the Master Servicer and the
      Certificateholders that, for purposes of federal income taxes, State and local
      income taxes and any other income taxes the Issuer will be treated as either
      an
      entity that is disregarded as separate from the beneficial owner of the equity
      in the Issuer if there is only one such owner, or as a partnership (other than
      an association or publicly traded partnership) if there are two or more such
      owners.  The Depositor and any other Certificateholders, by acceptance
      of a Certificate, agree with the foregoing characterization of the Certificates
      for such tax purposes and further agree to take no action inconsistent
      therewith.

     

    Each
      Certificateholder, by its acceptance of a Certificate or a beneficial interest
      therein, covenants and agrees that such Certificateholder will not at any time
      institute against the Depositor or the Issuer, or join in any institution
      against the Depositor or the Issuer of, any bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceedings or other proceedings under
      any United States federal or State bankruptcy or similar law in connection
      with
      any obligations relating to the Notes, the Certificates, the Trust Agreement
      or
      any other Basic Document.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    Distributions
      on this Certificate will be made as provided in the Trust Agreement by the
      Paying Agent by wire transfer or check mailed to the Certificateholder of record
      in the Certificate Register without the presentation or surrender of this
      Certificate or the making of any notation hereon.  Except as otherwise
      provided in the Trust Agreement and notwithstanding the above, the final
      distribution on this Certificate will be made after due notice by the Owner
      Trustee of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency of the Certificate
      Registrar maintained for that purpose in Wilmington, Delaware.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if fully set forth on the face of this Certificate.

     

    Unless
      the certificate of authentication hereon has been executed by an authorized
      officer of the Owner Trustee, by manual signature, this Certificate shall not
      entitle the Holder hereof to any benefit under the Trust Agreement or the Sale
      and Servicing Agreement or be valid for any purpose.

     

    THIS
      CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
      DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
      OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
      IN
      ACCORDANCE WITH SUCH LAWS.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Owner Trustee, on behalf of the Issuer and not in its
      individual capacity, has caused this Certificate to be duly executed as of
      the
      date set forth below.

     

    
      
        
          	      
                   Dated:  June 1, 2007	
                  
                    WACHOVIA
                      AUTO LOAN OWNER TRUST 

                        2007-1,

                  

                   

                
	 	
                  By:    
                    WILMINGTON TRUST COMPANY,

                      not
                    in
                    its individual capacity but solely as 

                      Owner
                    Trustee

                   

                   

                   

                  By:                
                                             
                    

                      Name:  

                      Title:  

                


        

      

       

    

     

    OWNER
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within-mentioned Trust
      Agreement.

     

    
       

       

      
        
          
            	       
                    Dated:  June 1, 2007 	
                    WILMINGTON
                      TRUST COMPANY,

                    not
                      in its individual capacity but solely as 

                    Owner
                      Trustee

                     

                     

                     

                    By:                                                                                                     
                      

                        Name:  

                        Title:  

                  


          

        

         

      

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

         

      

    

    [REVERSE
      OF CERTIFICATE]

     

    This
      Certificate does not represent an obligation of, or an interest in, the
      Depositor, the Seller, the Master Servicer, the Administrator, the Owner Trustee
      or any of their respective Affiliates, and no recourse may be had against such
      parties or their assets, except as may be expressly set forth or contemplated
      herein, in the Trust Agreement or in the other Basic Documents.  In
      addition, this Certificate is not guaranteed by any governmental agency or
      instrumentality and is limited in right of payment to certain collections with
      respect to the Receivables (and certain other amounts), all as more specifically
      set forth herein and in the Indenture and the Sale and Servicing
      Agreement.

     

    The
      Trust
      Agreement permits the Depositor and the Owner Trustee, on behalf of the Issuer,
      with certain exceptions therein provided, to amend from time to time certain
      terms and conditions set forth in the Trust Agreement without the consent of
      the
      Certificateholders.  The Trust Agreement also permits the Depositor
      and the Owner Trustee, on behalf of the Issuer, with certain exceptions as
      therein provided, to amend certain terms and conditions set forth in the Trust
      Agreement with the consent of the Noteholders evidencing not less than 51%
      of
      the Note Balance and the Certificateholders evidencing not less than 51% of
      the
      aggregate Certificate Percentage Interest.  Any such consent by the
      Certificateholder shall be conclusive and binding on such Certificateholder
      and
      on all future Certificateholders and of any Certificate issued upon the
      registration of transfer hereof or in exchange hereof or in lieu hereof whether
      or not notation of such consent is made upon this Certificate.

     

    As
      provided in the Trust Agreement and subject to certain limitations therein
      set
      forth, the Transfer of this Certificate may be registered in the Certificate
      Register upon surrender of this Certificate for registration of Transfer at
      the
      Corporate Trust Office and a written instrument of transfer in form satisfactory
      to the Owner Trustee and the Certificate Registrar duly executed by the
      Certificateholder or such Certificateholder’s attorney duly authorized in
      writing, and thereupon one or more new Certificates in any authorized
      denomination and in the same aggregate Certificate Percentage Interest in the
      Issuer will be issued to the designated transferee or transferees.  No
      service charge shall be made for any registration of Transfer or exchange of
      Certificates, but the Owner Trustee or the Certificate Registrar may require
      payment of a sum sufficient to cover any tax or governmental charge that may
      be
      imposed in connection therewith.  The initial Certificate Registrar
      appointed under the Trust Agreement is the Owner Trustee.

     

    Each
      Certificateholder, by its acceptance of a Certificate, shall be deemed to have
      represented and warranted that such Certificateholder is not an
      (i) employee benefit plan or arrangement subject to Title I of ERISA,
      a plan subject to Section 4975 of the Code or any entity whose underlying
      assets include plans assets by reason of a plan’s investment in the entity (a
“Benefit Plan”), nor a person acting on behalf of a Benefit Plan nor using the
      assets of a Benefit Plan to effect the transfer of such Certificate, or
      (ii) insurance company purchasing a Certificate with funds contained in an
“insurance company general account” (as defined in Section V(e) of PTCE
      95-60) that includes the assets of a Benefit Plan for purposes of the Plan
      Asset
      Regulation.

     

    Any
      Person who is not an Affiliate of the Seller and acquires more than 49.9% of
      the
      Certificates will be deemed to represent that it is not a party in interest
      (within the meaning of ERISA) or a disqualified person (within the meaning
      of
      Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other
      than a Benefit Plan that it sponsors for the benefit of its employees, and
      that
      no Benefit Plan with respect to which it is a party in interest has or will
      acquire any interest in the Notes.

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    The
      Certificates are issuable only in registered form in denominations as provided
      in the Trust Agreement, subject to certain limitations therein set
      forth.

     

    The
      Owner
      Trustee, the Certificate Registrar and any Paying Agent may treat the Person
      in
      whose name this Certificate is registered in the Certificate Register (as of
      the
      day of determination) as the owner of this Certificate for the purpose of
      receiving distributions pursuant to the Trust Agreement and for all other
      purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar
      or
      any Paying Agent shall be bound by any notice to the contrary.

     

    The
      Trust
      Agreement, with certain exceptions therein provided, shall terminate and be
      of
      no further force or effect and the Issuer shall dissolve upon the earlier of
      (i)
      the payment to the Master Servicer, the Paying Agent, the Owner Trustee, the
      Indenture Trustee, the Swap Counterparty, the Noteholders and the
      Certificateholders of all amounts required to be paid to them pursuant to the
      terms of the Indenture, the Sale and Servicing Agreement, the Swap Agreement
      and
      the Trust Agreement, (ii) the Distribution Date next succeeding the month which
      is one year after the maturity or other liquidation of the last Receivable
      and
      the disposition of any amounts received upon liquidation of any property
      remaining in the Issuer or (iii) upon the purchase of the Receivables by the
      Seller in connection with an Optional Purchase and retirement of the Notes
      and
      Certificates.

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

     

    SOCIAL
      SECURITY NUMBER

    OR
      OTHER
      IDENTIFICATION

    NUMBER
      OF
      ASSIGNEE: ________________

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ______________________________________________________________________________________________________________________________________________________

    


    ______________________________________________________________________________________________________________________________________________________

    


    (name
      and
      address of assignee)

    


    the
      within Certificate and all rights thereunder, and hereby irrevocably constitutes
      and appoints ________________________, attorney, to transfer said Certificate
      on
      the Certificate Register, with full power of substitution in the
      premises.

    


    Dated:

    


                                       
      */

    


                       Signature
      Guaranteed:

     

    
                                         
        */

    

     

    
 

    
      	
              */

            	
              NOTICE:
                The signature to this assignment must correspond with the name of
                the
                registered owner as it appears on the face of the within Certificate
                in
                every particular, without alteration, enlargement or any change
                whatsoever.  Such signature must be guaranteed by an “eligible
                guarantor institution” meeting the requirements of the Certificate
                Registrar.

            


    

     

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    EXHIBIT B

     

    CERTIFICATE
      OF TRUST OF

    WACHOVIA
      AUTO LOAN OWNER TRUST 2007-1

     

    This
      Certificate of Trust of Wachovia Auto Loan Owner Trust 2007-1 (the “Trust”), is
      being duly executed and filed by Wilmington Trust Company, a Delaware banking
      corporation, as trustee (the “Trustee”), to form a statutory trust under the
      Delaware Statutory Trust Act (12 Del. Code, § 3801
et seq.) (the “Act”).

     

    1.           Name.  The
      name of the statutory trust formed hereby is Wachovia Auto Loan Owner Trust
      2007-1.

     

    2.           Delaware
      Trustee.  The name and business address of a trustee of the Trust
      having its principal place of business in the State of Delaware is Wilmington
      Trust Company, 1100 North Market Street, Wilmington,
      Delaware  19890-0001, Attention: Corporate Trust
      Administration.

     

    3.           Effective
      Date.  This Certificate of Trust shall be effective upon its
      filing with the Secretary of State of the State of Delaware.

     

    IN
      WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust, has
      executed this Certificate of Trust in accordance with Section 3811 of the
      Act.

     

     

    
      
        
          	 	
                  WILMINGTON
                    TRUST COMPANY,

                      as Trustee

                   

                   

                   

                  By:                                                                                                     
                    

                      Name:  

                      Title:  

                


        

      

       

       

      
        B-1