Common use of Compliance with Regulation AB Clause in Contracts

Compliance with Regulation AB. In connection with the Pooling and Servicing Agreement, Party B represents that this Confirmation is a derivative instrument as described in Item 1115 of Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended ("Regulation AB"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A depending on the applicable "significance percentage" of this Confirmation, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no financial information regarding Party A need be disclosed in accordance with Item 1115 of Regulation AB. (c) If required, Party A shall provide to Party B the applicable financial information described under Item 1115(b)(1) or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response Period"), so long as Party B has reasonably determined, in good faith, that such information is required under Regulation AB; provided, however, that if Party A, in good faith, determines that it is unable to provide the Reg AB Information within the Response Period, then, subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined below) to replace Party A as party to this Confirmation on terms substantially similar to this Confirmation prior to the expiration of the Response Period.

Compliance with Regulation AB. In connection with the Pooling and Servicing Agreement, the Sponsor has advised Party B represents that this Confirmation is a derivative instrument as described in Item 1115 of Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended ("Regulation AB"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A depending on the applicable "significance percentage" of this Confirmation, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no financial information regarding Party A need be disclosed at this time in accordance with Item 1115 of Regulation AB. (c) If required, Party A shall provide to Party B the applicable financial information described under Item 1115(b)(1) or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response Period"), so long as the Sponsor has advised Party B has reasonably determined, in good faith, that such information is required under Regulation AB; provided, however, that if Party A, in good faith, determines that it is unable to provide the Reg AB Information within the Response Period, then, subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined below) to replace Party A as party to this Confirmation on terms substantially similar to this Confirmation prior to the expiration of the Response Period.

Compliance with Regulation AB. In connection with the Pooling and Servicing Agreement, (i) Party A has been advised by Party B represents that this Confirmation is a derivative instrument as described in Item 1115 of Santander Consumer USA Inc. (the “Sponsor”), and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended ("“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A depending on the applicable "significance percentage" of this Confirmation, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no A. Such information may include financial information regarding Party A need be disclosed in accordance with to the extent required under Item 1115 of Regulation AB. (cii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b)(11115(b) or (b)(2), as applicable, of Regulation AB (the "“Reg AB Financial Information"”) within five ten (510) Local Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the "“Response Period"”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if Party Aa claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in good faithwriting of the commencement thereof. In case any such action is brought against the indemnified party, determines and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is unable advisable for such indemnified party to provide the Reg AB Information within the Response Periodemploy separate counsel, then, subject (ii) a conflict or potential conflict exists (based on advice of counsel to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined belowindemnified party) to replace Party A as between the indemnified party to this Confirmation on terms substantially similar to this Confirmation prior to and the expiration of the Response Period.indemnifying party,

Compliance with Regulation AB. In connection (i) Party A acknowledges that for so long as there are reporting obligations with the Pooling and Servicing Agreement, Party B represents that respect to this Confirmation is a derivative instrument as described in Item 1115 of Transaction under Regulation AB (“Regulation AB”) under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("Regulation AB"the “1934 Act”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) Depositor is required under Regulation AB AB, to disclose certain financial information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the applicable "aggregate “significance percentage" ” of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) Subject to the provisions of clause (iii) below, and so long as there are reporting obligations with respect to this Transaction under Regulation AB, if the Depositor determines, reasonably and in good faith, that the aggregate significance percentage of this Agreement has increased to nine (9) percent, then the Depositor may request from Party A (such request, a “Hedge Disclosure Request”) on a Business Day after the date of such determination the same information set forth in Item 1115(b) of Regulation AB (as discussed such requested information, subject to the last sentence of this paragraph, the “Hedge Financial Disclosure”) that would have been required if the significance percentage had in the Pooling and Servicing Agreement)fact increased to ten (10) percent. Party B, the Depositor or any of its agents shall provide Party A has been advised with the calculations and any other information reasonably requested by Party A with respect to the Sponsor (as defined in Depositor’s determination that led to the Pooling and Servicing Agreement) Hedge Disclosure Request. The parties hereto further agree that the applicable "significance percentage" of this Confirmation is less than 10%Hedge Financial Disclosure provided to meet the Hedge Disclosure Request may be, and accordinglysolely at Party A’s option, no financial either the information regarding Party A need be disclosed set forth in accordance with Item 1115 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (ciii) If required, Party A shall provide to Party B the applicable financial information described under Item 1115(b)(1) or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response Period"), so So long as Party B has there are reporting obligations with respect to this Transaction under Regulation AB, if the Depositor determines, reasonably determined, and in good faith, that the aggregate significance percentage of this Agreement has increased to nineteen (19) percent, then the Depositor may make a Hedge Disclosure Request to Party A on a Business Day after the date of such determination for Hedge Financial Disclosure that would have been required if the significance percentage had in fact increased to twenty (20) percent (and, accordingly, consists of the information is required under set forth in Item 1115(b)(2) of Regulation AB; provided). Party B, howeverthe Depositor or any of its agents shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the Hedge Disclosure Request. (iv) Upon the occurrence of a Hedge Disclosure Request, that if Party A, in good faithat its own expense, determines that it is unable to shall (a) provide the Reg AB Information within Depositor with the Response PeriodHedge Financial Disclosure, then, (b) subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined below) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation prior Agreement which entity is able to provide the Hedge Financial Disclosure or (c) subject to Rating Agency Condition, obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to provide the Hedge Financial Disclosure, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Hedge Financial Disclosure. If permitted by Regulation AB, any required Hedge Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the expiration of 1934 Act. (v) Party A agrees that, if it responds to a Hedge Disclosure Request by providing Hedge Financial Disclosure, then, for so long as the Response PeriodDepositor has reporting obligations under the 1934 Act with respect to this Transaction, it will provide any updates to Hedge Financial Disclosure within 5 Business Days following the availability thereof. If permitted by Regulation AB, any such update may be provided by incorporation by reference from reports filed pursuant to the 1934 Act.

Compliance with Regulation AB. In connection with (i) It shall be a swap disclosure event ("Swap Disclosure Event") if, at any time after the Pooling date hereof, so long as the Certificates are outstanding and Servicing Agreement, Party B represents that this Confirmation there is a derivative instrument as described in Item 1115 of Regulation AB reporting obligation under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended ("Regulation AB")amended, and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, the Depositor or the Sponsor notifies Party A represents that: (i) that the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A depending on the applicable aggregate "significance percentage" of this Confirmation, as (calculated from time to time in accordance with Item 1115 the provisions of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no financial information regarding Party A need be disclosed in accordance with Item 1115 of Regulation AB) of all derivative instruments provided by Party A and any of its affiliates to Party B (collectively, the "Aggregate Significance Percentage") is 10% or more. (ii) Upon the occurrence of a Swap Disclosure Event, Party A shall take one of the following actions: (a) provide to the Sponsor and the Depositor: (i) if the Aggregate Significance Percentage is 10% or more, but less than 20%, within five (5) Business Days, the information required under Item 1115(b)(1) of Regulation AB or (ii) if the Aggregate Significance Percentage is 20% or more, within five (5) Business Days, the financial information required under Item 1115(b)(2) of Regulation AB, (each, "Swap Financial Disclosure"); or (b) assign its rights and delegate its obligations under the Transaction to a counterparty with the Approved Ratings Thresholds (or which satisfies the Rating Agency Condition), that (x) provides the information specified in clause (a) above to the Depositor and Sponsor and (y) enters into documentation substantially similar to the documentation then in place between Party A; or (c) If requiredobtain a guaranty of Party A's obligations under this Agreement from an affiliate of Party A that is able to provide the applicable Swap Financial Disclosure and cause such affiliate to provide to the Sponsor and the Depositor such Swap Financial Disclosure within five (5) Business Days; or (iii) For so long as the Aggregate Significance Percentage is 10% or more and a Swap Disclosure Event is continuing, Party A shall provide any updates to Party B the applicable financial information described under Item 1115(b)(1provided pursuant to clause (ii) or (b)(2), as applicable, of Regulation AB (above to the "Reg AB Information") Sponsor and the Depositor within five (5) Local Business Days following availability thereof (but in no event more than 45 days after the end of receipt each of Party A's fiscal quarter for any quarterly update, and in no even more than 90 days after the end of each of Party A's fiscal year for any annual update). (iv) All information provided pursuant to clauses (ii) and (iii) above shall be in a written request form suitable for conversion to the format required for filing by the Depositor with the Commission via the Electronic Data Gathering and Retrieval System (EXXXX). In addition, any such Reg AB Information information, if audited, shall be accompanied by Party B (the "Response Period")any necessary auditor's consents or, so long as Party B has reasonably determined, in good faith, that if such information is required under unaudited, shall be accompanied by an appropriate agreed-upon procedures letter from Party A's accountants. If permitted by Regulation AB; provided, however, that if Party A, in good faith, determines that it is unable any such information may be provided by reference to provide the Reg AB Information within the Response Period, then, subject or incorporation by reference from reports filed pursuant to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined below) to replace Party A as party to this Confirmation on terms substantially similar to this Confirmation prior to the expiration of the Response PeriodExchange Act.

Compliance with Regulation AB. In connection (i) Party A acknowledges that for so long as there are reporting obligations with respect to this Transaction under Regulation AB, the Pooling and Servicing AgreementDepositor, Party B represents that this Confirmation acting on behalf of the TBW Mortgage-Backed Trust Series 2006-4 (the “Issuing Entity”), is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the applicable "aggregate “significance percentage" ” of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent or more, then the Depositor may request on a Business Day on or after the date of such determination from Party A the same information set forth in Item 1115(b)(1) of Regulation AB that would have been required if the significance percentage had in fact increased to ten (as discussed in 10) percent, along with any necessary auditors’ consent (such request, a “10% Cap Disclosure Request” and such requested information, subject to the Pooling and Servicing Agreementlast sentence of this paragraph, is the “10% Cap Financial Disclosure”). Party B or the Depositor shall provide Party A has been advised with the calculations and any other information reasonably requested by Party A with respect to the Sponsor (as defined in Depositor’s determination that led to the Pooling and Servicing Agreement) 10% Cap Disclosure Request. The parties hereto further agree that the applicable "significance percentage" of this Confirmation is less than 10%% Cap Financial Disclosure provided to meet the 10% Cap Disclosure Request may be, and accordinglysolely at Party A’s option, no financial either the information regarding Party A need be disclosed set forth in accordance with Item 1115 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (ciii) If required, Party A shall provide to Party B the applicable financial information described under Item 1115(b)(1) or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response Period"), so So long as Party B has reasonably determined, in good faith, that such information is required there are reporting obligations with respect to this Transaction under Regulation AB; provided, howeverupon the occurrence of a 10% Cap Disclosure Request, that if Party A, in good faithat its own expense, determines that it is unable to shall (i) provide the Reg AB Information within Depositor with the Response Period10% Cap Financial Disclosure, then, subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined belowii) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation prior Agreement which entity is able to (A) provide the 10% Cap Financial Disclosure and (B) provide an indemnity to the expiration Depositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure or (iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 10% Cap Financial Disclosure, such that disclosure provided in respect of the Response Periodaffiliate will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 10% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure. If permitted by Regulation AB, any required 10% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act. (iv) If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nineteen (19) percent or more, then the Depositor may request on a Business Day on or after the date of such determination from Party A the same information set forth in Item 1115(b)(2) of Regulation AB that would have been required if the significance percentage had in fact increased to twenty (20) percent, along with any necessary auditors consent (such request, a “20% Cap Disclosure Request” and such requested information is the “20% Cap Financial Disclosure”). Party B or the Depositor shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the 20% Cap Disclosure Request. (v) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 20% Cap Disclosure Request, Party A, at its own expense, shall (i) provide the Depositor with the 20% Cap Financial Disclosure, (ii) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to (A) provide the 20% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 20% Cap Financial Disclosure or (iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 20% Cap Financial Disclosure, such that disclosure provided in respect of the affiliate will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 20% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 20% Cap Financial Disclosure. If permitted by Regulation AB, any required 20% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act.

Compliance with Regulation AB. In connection with the Pooling (i) Party A agrees and Servicing Agreement, Party B represents acknowledges that this Confirmation Structured Asset Mortgage Investments II Inc ("Depositor") is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Exchange Act") ("Regulation AB"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A or its group of affiliated entities, if applicable, depending on the applicable aggregate "significance percentage" of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no financial information regarding Party A need be disclosed in accordance with Item 1115 of Regulation AB. (cii) If requiredIt shall be a swap disclosure event ("Swap Disclosure Event") if, on any Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act, Depositor requests from Party A shall provide to Party B the applicable financial information described under in Item 1115(b)(1) or (b)(2), as applicable, 1115 of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of such request to be based on a written request for such Reg AB Information reasonable determination by Party B (the "Response Period"), so long as Party B has reasonably determinedDepositor, in good faith, that such information is required under Regulation AB; provided) (the "Cap Financial Disclosure"). (iii) Upon the occurrence of a Swap Disclosure Event, however, that if Party A, within ten (10) calendar days and at its own e xpense, shall (1)(a) either (i) provide to Depositor the current Cap Financial Disclosure in good faithan XXXXX-compatible format (for example, determines such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to Depositor to incorporation by reference of such current Cap Financial Disclosure that it is unable are filed with the Securities and Exchange Commission in the Exchange Act Reports of Depositor and (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Reg AB Information within the Response Period, then, subject Exchange Act Reports of Depositor of such accounting firm's report relating to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity their audits of such current Cap Financial Disclosure; (as defined below2) secure another entity to replace Party A A, by way of Permitted Transfer, as party to this Confirmation Agreement on terms substantially similar to this Confirmation Agreement and subject to prior notification to the expiration Swap Rating Agencies, which entity (or a guarantor therefor) satisfies the Rating Agency Condition with respect to S&P and which entity is able to comply with the requirements of Item 1115 of Regulation AB; (3) subject to the Rating Agency Condition with respect to S&P, obtain a guaranty of Party A's obligations under this Agreement from an affiliate of Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the Response Periodaffiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Cap Financial Disclosure; or (4) if sufficient to satisfy the requirements of Item 1115 of Regulation AB as determined by Depositor in its commercially reasonable discretion, post collateral in an amount sufficient to reduce the "significance percentage" for this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B. If permitted by Regulation AB, any required Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. (iv) If Party A provides Cap Financial Disclosure pursuant to Part 5(e)(iii)(1) above, Party A shall provide to Depositor any updated Cap Financial Disclosure with respect to Party A or any entity that consolidates Party A within five Local Business Days of the release of any such updated Cap Financial Disclosure. (v) Each of the Trustee and Depositor shall be an express third party beneficiary of this Agreement as if a party hereto to the extent of the Trustee and Depositor's rights explicitly specified in this Part 5(e).

Compliance with Regulation AB. In connection with the Pooling (i) Party A agrees and Servicing Agreement, Party B represents acknowledges that this Confirmation Depositor ("Depositor") is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Exchange Act") ("Regulation AB"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A or its group of affiliated entities, if applicable, depending on the applicable aggregate "significance percentage" under this Agreement and any other derivative contracts between Party A or its group of this Confirmationaffiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no financial information regarding Party A need be disclosed in accordance with Item 1115 of Regulation AB. (cii) If requiredIt shall be a swap disclosure event ("Swap Disclosure Event") if, on any Business Day during the term of the Transaction hereunder, Depositor requests (in writing) from Party A shall provide to Party B the applicable financial information described under in Item 1115(b)(1) or (b)(2), as applicable, 1115 of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of such request to be based on a written request for such Reg AB Information reasonable determination by Party B (the "Response Period"), so long as Party B has reasonably determinedDepositor, in good faith, that such information is required under Regulation AB; providedAB as a result of the aggregate "significance percentage" exceeding 10%) (the "Swap Financial Disclosure"). (iii) Upon the occurrence of a Swap Disclosure Event, however, that if Party A, in good faithat its own expense, determines that it is unable shall (a) provide to provide Depositor the Reg AB Information within the Response PeriodSwap Financial Disclosure, then, subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined belowb) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation Agreement and subject to prior notification to the expiration Rating Agencies, provided, that satisfaction of the Response PeriodRating Agency Condition in relation to S&P shall be required for any transfer of any Transactions under this clause (iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto), which entity (or a guarantor therefor) meets or exceeds the Hedge Counterparty Ratings Requirement and which entity is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB or (c) obtain a guaranty of the Party A's obligations under this Agreement from an affiliate of the Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable with respect to the Counterparty, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act.

Compliance with Regulation AB. In connection with the Pooling and Servicing Agreement, Party B represents that this Confirmation is a derivative instrument as described in Item 1115 of Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended ("Regulation AB"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised agrees and acknowledges that Party B (and/or certain affiliates of Party B) the Depositor is required under Regulation AB of the Securities Act of 1933, as amended (“Regulation AB”) to disclose certain financial and other information regarding Party A or its group of affiliated entities, if applicable, depending on the applicable "aggregate “significance percentage" ” of this ConfirmationAgreement, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) Subject to Part 6(a)(i)(C), Party A hereby agrees to cooperate in a commercially reasonable manner with any request from the Depositor or Party B (each such request, a “Regulation AB Request”), acting reasonably, to provide any information and consents pertaining to Party A that Depositor or Party B deems necessary in order to provide the disclosure required under Regulation AB (as discussed together with the information set forth on Exhibit A to this Schedule and included in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor Prospectus Supplement (as defined in the Pooling and Servicing Agreement) that ), the applicable "significance percentage" of this Confirmation is less than 10%“Counterparty Disclosure”), and accordingly, no financial information regarding Party A need shall promptly provide or cause to be disclosed in accordance with Item 1115 of Regulation ABprovided the Counterparty Disclosure. (ciii) If requiredWith respect to any Counterparty Disclosure provided by or required to be provided by Party A, Party A shall provide to Party B indemnify and hold harmless the applicable financial information described under Item 1115(b)(1) Depositor, its respective directors, officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt alleged untrue statement of a written request for material fact contained in the Counterparty Disclosure or caused by any omission or alleged omissions to state in such Reg AB Information by Party B (information of a material fact required to be stated therein or necessary to make the "Response Period"), so long as Party B has reasonably determinedstatements therein, in good faith, that such information is required light of the circumstances under Regulation AB; provided, however, that which they were made not misleading. (iv) The Depositor shall be an express third party beneficiary of this Agreement as if Party A, in good faith, determines that it is unable to provide the Reg AB Information within the Response Period, then, subject a party hereto to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined below) to replace Party A as party to this Confirmation on terms substantially similar to this Confirmation prior to the expiration extent of the Response PeriodDepositor’s rights under this Part 6(h).

Compliance with Regulation AB. In connection with the Pooling (i) Party A agrees and Servicing Agreement, Party B represents acknowledges that this Confirmation Bear Xxxxxxx Asset Backed Securities I LLC (“Depositor”) is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("the “Exchange Act”) (“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A or its group of affiliated entities, if applicable, depending on the applicable "aggregate “significance percentage" ” of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no financial information regarding Party A need be disclosed in accordance with Item 1115 of Regulation AB. (cii) If requiredIt shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act, Depositor requests from Party A shall provide to Party B the applicable financial information described under in Item 1115(b)(1) or (b)(2), as applicable, 1115 of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of such request to be based on a written request for such Reg AB Information reasonable determination by Party B (the "Response Period"), so long as Party B has reasonably determinedDepositor, in good faith, that such information is required under Regulation AB; provided) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, however, that if Party A, within ten (10) days and at its own expense, shall (1)(a) either (i) provide to Depositor the current Swap Financial Disclosure in good faithan XXXXX-compatible format (for example, determines such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to Depositor to incorporation by reference of such current Swap Financial Disclosure that it is unable are filed with the Securities and Exchange Commission in the Exchange Act Reports of Depositor, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Reg AB Information within the Response PeriodExchange Act Reports of Depositor of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure, then, subject and (c) provide to the Rating Agency Condition, Depositor any updated Swap Financial Disclosure with respect to Party A shall use reasonable efforts to cause a Reg AB Approved Entity or any entity that consolidates Party A within five days of the release of any such updated Swap Financial Disclosure; (as defined below2) secure another entity to replace Party A A, by way of a Permitted Transfer, as party to this Confirmation Agreement on terms substantially similar to this Confirmation Agreement and subject to prior notification to the expiration Swap Rating Agencies, which entity (or a guarantor therefor) satisfies the Rating Agency Condition with respect to S&P and which entity is able to comply with the requirements of Item 1115 of Regulation AB or (3) subject to the Rating Agency Condition with respect to S&P and obtain a guaranty of the Response PeriodParty A’s obligations under this Agreement from an affiliate of the Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. (iv) Party A agrees that, in the event that Party A provides Swap Financial Disclosure to Depositor in accordance with Part 5(e)(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to Depositor in accordance with Part 5(e)(iii)(c), it will indemnify and hold harmless Depositor, its respective directors or officers and any person controlling Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) Depositor shall be an express third party beneficiary of this Agreement as if a party hereto to the extent of Depositor’s rights explicitly specified in this Part 5(e).

Compliance with Regulation AB. In connection (i) Party A acknowledges that for so long as there are reporting obligations with respect to this Transaction under the Pooling and Servicing Agreement1934 Act, Party B represents that this Confirmation the Depositor is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange 1934 Act of 1934, as amended ("“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the applicable "aggregate “significance percentage" ” of this ConfirmationAgreement (as such term is used in Regulation AB) and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) Subject to the provisions of clause (iii) below, and so long as there are reporting obligations with respect to this Transaction under the 1934 Act, if the Depositor determines, reasonably and in good faith, in its sole discretion, that the significance percentage of this Agreement has increased to 8 percent, then the Depositor may request on such date of determination from Party A the same information set forth in Item 1115(b) of Regulation AB that would have been required if the significance percentage had in fact increased to 10 percent (as discussed in such request, a “Cap Disclosure Request” and such requested information, subject to the Pooling and Servicing Agreementlast sentence of this paragraph, is the “Cap Financial Disclosure”). Party B or the Depositor shall provide Party A has been advised with the calculations and any other information reasonably requested by Party A with respect to the Sponsor (as defined Depositor’s determination that led to the Cap Disclosure Request, provided that such determination of the significance percentage shall be in the Pooling Depositor’s sole discretion, exercised reasonably and Servicing Agreement) in good faith. The parties hereto further agree that the applicable "significance percentage" of Cap Financial Disclosure provided to meet a Cap Disclosure Request under this Confirmation is less than 10%subsection (b) may be, and accordinglysolely at Party A’s option, no financial either the information regarding Party A need be disclosed set forth in accordance with Item 1115 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (ciii) If required, Party A shall provide to Party B the applicable financial information described under Item 1115(b)(1) or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response Period"), so So long as Party B has there are reporting obligations with respect to this Transaction under the 1934 Act, if the Depositor determines, reasonably determined, and in good faith, in its sole discretion, that the significance percentage of this Agreement has increased to 18.5 percent, then the Depositor may make a Cap Disclosure Request to Party A on such date of determination for Cap Financial Disclosure that would have been required if the significance percentage had in fact increased to 20 percent (and, accordingly, consists of the information set forth in Item 1115(b)(2) of Regulation AB). Party B or the Depositor shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the Cap Disclosure Request, provided that such information is required under Regulation AB; provideddetermination of the significance percentage shall be in the Depositor’s sole discretion, howeverexercised reasonably and in good faith. (iv) Upon the occurrence of a Cap Disclosure Request, that if Party A, in good faithat its own expense, determines that it is unable to shall (A) provide the Reg AB Information within Depositor with the Response PeriodCap Financial Disclosure, then, (B) subject to the a Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined below) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation prior Agreement which entity is able to provide the Cap Financial Disclosure or (C) subject to Rating Agency Condition, obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to provide the Depositor with the Cap Financial Disclosure, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Cap Financial Disclosure. For purposes of clause (B) above, the parties agree that National Westminster Bank Plc (“NatWest”) shall be an acceptable replacement for Party A, so long as NatWest satisfies the conditions specified in such clause (B). If permitted by Regulation AB, any required Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the expiration of 1934 Act. (v) The parties agree that the Response PeriodDepositor and Xxxxxxxxx Mortgage Home Loans, Inc. in its capacity as sponsor, are third-party beneficiaries to Party A’s undertakings under this paragraph (k).

Compliance with Regulation AB. In connection with (i) Party A agrees and acknowledges that Citigroup Mortgage Loan Trust Inc. (the Pooling and Servicing Agreement, Party B represents that this Confirmation “Depositor”) on behalf of the Issuing Entity is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("the “Exchange Act”) (“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A or its group of affiliated entities, if applicable, depending on the applicable "aggregate “significance percentage" ” of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB AB. In addition, for so long as the Depositor is required to file a Form 10-K in respect of the related transaction (as discussed which the parties hereto may assume shall be for the period covering the calendar year following the Closing Date, unless otherwise notified in writing by the Pooling and Servicing AgreementDepositor). , Party A, at its own expense, shall no later than the 25th calendar day of each month, notify the Depositor in writing of any known material affiliations or relationships that develop following the Closing Date between Party A has been advised and any of the (x) the Sponsor, the Depositor or the Issuing Entity, if this Agreement is transferred by Party A to another entity and (y) any originator, servicer, trustee or bond administrator or other transaction party, each as identified by the Sponsor (as defined Depositor to Party A in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%writing, and accordinglyprovide to the Depositor a description of such affiliations or relations. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, no on any Local Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act, the Depositor requests from Party A the certain financial information regarding Party A need be disclosed described in accordance with Item 1115 of Regulation AB. (c) If required, Party A shall provide including, but not limited to Party B the applicable A’s financial information data as described under in Item 1115(b)(1) or (b)(2), of Regulation AB and financial statements as applicable, described in Item 1115(b)(2) of Regulation AB (the "Reg “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, Party A, within ten (10) calendar days and at its own expense, shall (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® format, Microsoft Excel® format or any other format suitable for conversion to the XXXXX format, but not in .pdf format) or (ii) if permitted by Regulation AB, provide written consent to the Depositor to incorporate by reference such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the Exchange Act Reports of the Issuing Entity, and (b) if the Swap Financial Disclosure has been audited, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of the Issuing Entity of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure; (2) secure another entity to replace Party A by way of a Permitted Transfer, either as party to this Agreement or by entering into a replacement derivative agreement, on terms substantially in the form of this Agreement, subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) satisfies the Rating Agency Condition with respect to S&P and which entity is able to comply with the requirements of Item 1115 of Regulation AB; (3) only if sufficient to satisfy the requirements of Item 1115 of Regulation AB Information"that are applicable to the Derivative Provider, as evidenced by an opinion of counsel at the expense of Party A and that is reasonably acceptable to the Depositor, or as determined by the Depositor in its sole discretion if this Agreement is transferred by Party A to another entity subject to the Rating Agency Condition with respect to S&P, obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB and this Agreement, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure; or (4) only if sufficient to satisfy the requirements of Item 1115 of Regulation AB that are applicable to the Derivative Provider, as evidenced by an opinion of counsel at the expense of Party A and that is reasonably acceptable to the Depositor, or as determined by the Depositor in its sole discretion if this Agreement is transferred by Party A to another entity, post collateral in an amount sufficient to reduce the “significance percentage” for purposes of Item 1115 of Regulation AB with respect to any Derivative Agreement relating to such Securitization, calculated separately or in the aggregate with other Derivative Agreements for such Securitization (a) to 10% if the Depositor has notified the Derivative Provider that the “significance percentage” is 10% or more (but less than 20%) or (b) to 20% if the Depositor has notified the Derivative Provider that the “significance percentage” is 20% or more. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. (iv) If Party A provides Swap Financial Disclosure to the Depositor pursuant to Part 5(e)(iii)(1) or causes its affiliate to provide Swap Financial Disclosure to the Depositor pursuant to Part 5(e)(iii)(3), then for so long as (x) the Depositor is required to file Exchange Act reports in respect of the Issuing Entity and (y) on the Distribution Date immediately preceding the date of any release of updated Swap Financial Disclosure by Party A, the Depositor has provided notice to Party A that the “significance percentage” determined under Item 1115 of Regulation AB is equal to or greater than 10% with respect to such Distribution Date, Party A, at its own expense, shall provide or cause to be provided to the Depositor any updated Swap Financial Disclosure with respect to Party A or any entity that consolidates Party A within five (5) Local Business Days of receipt the release of any such updated Swap Financial Disclosure. (v) The Depositor shall be an express third party beneficiary of this Agreement as if it were a written request for such Reg AB Information by Party B (the "Response Period"), so long as Party B has reasonably determined, in good faith, that such information is required under Regulation AB; provided, however, that if Party A, in good faith, determines that it is unable to provide the Reg AB Information within the Response Period, then, subject party hereto to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined below) to replace Party A as party to this Confirmation on terms substantially similar to this Confirmation prior to the expiration extent of the Response PeriodDepositor’s rights explicitly specified in this Part 5(e).

Compliance with Regulation AB. In connection (i) Party A acknowledges that for so long as there are reporting obligations with respect to this Transaction under Regulation AB, the Pooling and Servicing AgreementDepositor, Party B represents that this Confirmation acting on behalf of the Wells Fargo Mortgage Backed Securities 2006-10 Trust (the "Issxxxx Entity"), is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("Regulation AB"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the applicable aggregate "significance percentage" of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent or more, then the Depositor may request on a Business Day on or after the date of such determination from Party A the same information set forth in Item 1115(b)(1) of Regulation AB that would have been required if the significance percentage had in fact increased to ten (as discussed in 10) percent, along with any necessary auditors' consent (such request, a "10% Cap Disclosure Request" and such requested information, subject to the Pooling and Servicing Agreementlast sentence of this paragraph, is the "10% Cap Financial Disclosure"). Party B or the Depositor shall provide Party A has been advised with the calculations and any other information reasonably requested by Party A with respect to the Sponsor (as defined in Depositor's determination that led to the Pooling and Servicing Agreement) 10% Cap Disclosure Request. The parties hereto further agree that the applicable "significance percentage" of this Confirmation is less than 10%% Cap Financial Disclosure provided to meet the 10% Cap Disclosure Request may be, and accordinglysolely at Party A's option, no financial either the information regarding Party A need be disclosed set forth in accordance with Item 1115 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (ciii) If required, Party A shall provide to Party B the applicable financial information described under Item 1115(b)(1) or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response Period"), so So long as Party B has reasonably determined, in good faith, that such information is required there are reporting obligations with respect to this Transaction under Regulation AB; provided, howeverupon the occurrence of a 10% Cap Disclosure Request, that if Party A, in good faithat its own expense, determines that it is unable to shall (i) provide the Reg AB Information within Depositor with the Response Period10% Cap Financial Disclosure, then, subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined belowii) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation prior Agreement which entity is able to (A) provide the 10% Cap Financial Disclosure and (B) provide an indemnity to the expiration Depositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure or (iii) obtain a guaranty of Party A's obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 10% Cap Financial Disclosure, such that disclosure provided in respect of the Response Periodaffiliate will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 10% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure. If permitted by Regulation AB, any required 10% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act. (iv) If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nineteen (19) percent or more, then the Depositor may request on a Business Day on or after the date of such determination from Party A the same information set forth in Item 1115(b)(2) of Regulation AB that would have been required if the significance percentage had in fact increased to twenty (20) percent, along with any necessary auditors consent (such request, a "20% Cap Disclosure Request" and such requested information is the "20% Cap Financial Disclosure"). Party B or the Depositor shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor's determination that led to the 20% Cap Disclosure Request. (v) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 20% Cap Disclosure Request, Party A, at its own expense, shall (i) provide the Depositor with the 20% Cap Financial Disclosure, (ii) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to (A) provide the 20% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 20% Cap Financial Disclosure or (iii) obtain a guaranty of Party A's obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 20% Cap Financial Disclosure, such that disclosure provided in respect of the affiliate will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 20% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 20% Cap Financial Disclosure. If permitted by Regulation AB, any required 20% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act.

Compliance with Regulation AB. In connection (i) Party A acknowledges that for so long as there are reporting obligations with respect to this Transaction under Regulation AB, the Pooling and Servicing AgreementDepositor, Party B represents that this Confirmation acting on behalf of the CSAB Mortgage-Backed Trust 2006-2 (the “Issuing Entity”), is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the applicable "aggregate “significance percentage" ” of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent or more, then the Depositor may request on a Business Day on or after the date of such determination from Party A the same information set forth in Item 1115(b)(1) of Regulation AB that would have been required if the significance percentage had in fact increased to ten (as discussed in 10) percent, along with any necessary auditors’ consent (such request, a “10% Cap Disclosure Request” and such requested information, subject to the Pooling and Servicing Agreementlast sentence of this paragraph, is the “10% Cap Financial Disclosure”). Party B or the Depositor shall provide Party A has been advised with the calculations and any other information reasonably requested by Party A with respect to the Sponsor (as defined in Depositor’s determination that led to the Pooling and Servicing Agreement) 10% Cap Disclosure Request. The parties hereto further agree that the applicable "significance percentage" of this Confirmation is less than 10%% Cap Financial Disclosure provided to meet the 10% Cap Disclosure Request may be, and accordinglysolely at Party A’s option, no financial either the information regarding Party A need be disclosed set forth in accordance with Item 1115 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (ciii) If required, Party A shall provide to Party B the applicable financial information described under Item 1115(b)(1) or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response Period"), so So long as Party B has reasonably determined, in good faith, that such information is required there are reporting obligations with respect to this Transaction under Regulation AB; provided, howeverupon the occurrence of a 10% Cap Disclosure Request, that if Party A, in good faithat its own expense, determines that it is unable to shall (i) provide the Reg AB Information within Depositor with the Response Period10% Cap Financial Disclosure, then, subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined belowii) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation prior Agreement which entity is able to (A) provide the 10% Cap Financial Disclosure and (B) provide an indemnity to the expiration Depositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure or (iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 10% Cap Financial Disclosure, such that disclosure provided in respect of the Response Periodaffiliate will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 10% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure. If permitted by Regulation AB, any required 10% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act. (iv) If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nineteen (19) percent or more, then the Depositor may request on a Business Day on or after the date of such determination from Party A the same information set forth in Item 1115(b)(2) of Regulation AB that would have been required if the significance percentage had in fact increased to twenty (20) percent, along with any necessary auditors consent (such request, a “20% Cap Disclosure Request” and such requested information is the “20% Cap Financial Disclosure”). Party B or the Depositor shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the 20% Cap Disclosure Request. (v) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 20% Cap Disclosure Request, Party A, at its own expense, shall (i) provide the Depositor with the 20% Cap Financial Disclosure, (ii) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to (A) provide the 20% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 20% Cap Financial Disclosure or (iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 20% Cap Financial Disclosure, such that disclosure provided in respect of the affiliate will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 20% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 20% Cap Financial Disclosure. If permitted by Regulation AB, any required 20% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act.

Compliance with Regulation AB. In connection with the Pooling and Servicing Agreement, (i) Party A has been advised by Party B represents that this Confirmation is a derivative instrument as described in Item 1115 of Santander Consumer USA Inc. (the “Sponsor”), and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended ("“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A depending on the applicable "significance percentage" of this Confirmation, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no A. Such information may include financial information regarding Party A need be disclosed in accordance with to the extent required under Item 1115 of Regulation AB. (cii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b)(11115(b) or (b)(2), as applicable, of Regulation AB (the "“Reg AB Financial Information"”) within five ten (510) Local Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the "“Response Period"”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated [ ], as supplemented by the Supplement dated [ ], or in the Prospectus, dated [ ], each relating to Santander Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 5(r)(v) receives notice of the commencement of any such action, the indemnified party will, if Party Aa claim in respect thereof is to be made pursuant to Part 5(r)(v), promptly notify the indemnifying party in good faithwriting of the commencement thereof. In case any such action is brought against the indemnified party, determines and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is unable advisable for such indemnified party to provide the Reg AB Information within the Response Periodemploy separate counsel, then, subject (ii) a conflict or potential conflict exists (based on advice of counsel to the Rating Agency Conditionindemnified party) between the indemnified party and the indemnifying party, Party A (iii) the indemnifying party shall use reasonable efforts not have employed counsel reasonably satisfactory to cause a Reg AB Approved Entity (as defined below) to replace Party A as the indemnified party to this Confirmation on terms substantially similar represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to this Confirmation employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the expiration entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of the Response Periodindemnifying party, which consent shall not be unreasonably withheld.

Compliance with Regulation AB. In connection with (i) Party A agrees and acknowledges that Nomura Asset Acceptance Corporation (the “Depositor”) may be required under Regulation AB, as defined in the Pooling and Servicing Agreement, Party B represents that this Confirmation is a derivative instrument as described in Item 1115 of Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended ("Regulation AB"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A or its group of affiliated entities, if applicable, depending on the applicable "aggregate “significance percentage" ” of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no financial information regarding Party A need be disclosed in accordance with Item 1115 of Regulation AB. (cii) If requiredIt shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act with respect to the Certificates, Party B or the Depositor requests from Party A shall provide to Party B by written notice the applicable financial information described under in Item 1115(b)(11115(b) or (b)(2), as applicable, of Regulation AB (such request to be based on a reasonable determination by the "Reg AB Information"Depositor, when the “significance percentage” is 6% or higher; it being understood that the determination of such “significance percentage” shall be based on “significance estimates” made in substantially the same manner as that used in the Sponsor’s internal risk management process in respect of similar instruments and furnished by the Sponsor to the Depositor, or if the Sponsor does not furnish such significance estimates to the Depositor, based on a determination of such significance estimates by the Depositor in a manner that it deems reasonable) within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response Period"), so long as and Party B has reasonably determinedreceived such notice (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, in good faith, that such information is required under Regulation AB; provided, however, that if Party A, in good faith, determines that it is unable to provide the Reg AB Information within the Response Period, then, at its own expense and subject to the Rating Agency Condition, shall either (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the Exchange Act Reports of the Depositor, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of the Depositor of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to Party A shall use reasonable efforts to cause a Reg AB Approved Entity or any entity that consolidates Party A within five Business Days of the release of any such updated Swap Financial Disclosure; (as defined below2) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation prior Agreement, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds and which entity complies with the requirements of Item 1115 of Regulation AB and clause (1) above, or (3) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to Party B or (4) post collateral satisfactory to the expiration Depositor that will be sufficient to reduce the “significance percentage” as defined under Item 1115 of Regulation AB such that no information that would otherwise have constituted Swap Financial Disclosure will be required to be filed with, or incorporated by reference into, the Exchange Act reports of the Response PeriodDepositor pursuant to Item 1115 of Regulation AB. Notwithstanding the foregoing, Party A agrees that if future guidance from the Securities and Exchange Commission with respect to Item 1115 precludes the posting of collateral or otherwise limits the posting of collateral in reduction of the “significance percentage”, item (4) shall cease to operate under Part 5(n)(iii). (iv) Party A agrees that, in the event that Party A provides Swap Financial Disclosure to the Depositor in accordance with clause (iii)(1) above or causes its affiliate to provide Swap Financial Disclosure to the Depositor in accordance with clause (iii)(3) above, it will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) Depositor shall be an express third party beneficiary of this Agreement as if a party hereto to the extent of Depositor’s rights explicitly specified herein.

Compliance with Regulation AB. In connection with the Pooling and Servicing Agreement, (i) Party A has been advised by Party B represents that this Confirmation is a derivative instrument as described in Item 1115 of Santander Consumer USA Inc. (the “Sponsor”), and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended ("“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A depending on the applicable "significance percentage" of this Confirmation, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no A. Such information may include financial information regarding Party A need be disclosed in accordance with to the extent required under Item 1115 of Regulation AB. (cii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b)(11115(b) or (b)(2), as applicable, of Regulation AB (the "“Reg AB Financial Information"”) within five ten (510) Local Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the "“Response Period"”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to Part 5(b) herein, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated October 11, 2007, as supplemented by the Supplement dated October 18, 2007, or in the Prospectus, dated October 9, 2007, each relating to Santander Drive Auto Receivables Trust 2007-3 under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 6(n) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus), the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 6(n)(v) receives notice of the commencement of any such action, the indemnified party will, if Party Aa claim in respect thereof is to be made pursuant to Part 6(n)(v), promptly notify the indemnifying party in good faithwriting of the commencement thereof. In case any such action is brought against the indemnified party, determines and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is unable advisable for such indemnified party to provide the Reg AB Information within the Response Periodemploy separate counsel, then, subject (ii) a conflict or potential conflict exists (based on advice of counsel to the Rating Agency Conditionindemnified party) between the indemnified party and the indemnifying party, Party A (iii) the indemnifying party shall use reasonable efforts not have employed counsel reasonably satisfactory to cause a Reg AB Approved Entity (as defined below) to replace Party A as the indemnified party to this Confirmation on terms substantially similar represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to this Confirmation employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the expiration entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of the Response Periodindemnifying party, which consent shall not be unreasonably withheld.

Compliance with Regulation AB. In connection (i) Party A acknowledges that for so long as there are reporting obligations with the Pooling and Servicing Agreement, Party B represents that respect to this Confirmation is a derivative instrument as described in Item 1115 of Transaction under Regulation AB ("Regulation AB") under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Regulation AB1934 Act"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) Depositor is required under Regulation AB AB, to disclose certain financial information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the applicable aggregate "significance percentage" of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent, then the Depositor may request from Party A (such request, a "Cap Disclosure Request") on a Business Day after the date of such determination the same information set forth in Item 1115(b) of Regulation AB (as discussed such requested information, subject to the last sentence of this paragraph, the "Cap Financial Disclosure") that would have been required if the significance percentage had in the Pooling and Servicing Agreement)fact increased to ten (10) percent. Party B, the Depositor or any of its agents shall provide Party A has been advised with the calculations and any other information reasonably requested by Party A with respect to the Sponsor (as defined in Depositor's determination that led to the Pooling and Servicing Agreement) Cap Disclosure Request. The parties hereto further agree that the applicable "significance percentage" of this Confirmation is less than 10%Cap Financial Disclosure provided to meet the Cap Disclosure Request may be, and accordinglysolely at Party A's option, no financial either the information regarding Party A need be disclosed set forth in accordance with Item 1115 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (ciii) If required, Party A shall provide to Party B the applicable financial information described under Item 1115(b)(1) or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response Period"), so So long as Party B has there are reporting obligations with respect to this Transaction under the 1934 Act, if the Depositor determines, reasonably determined, and in good faith, that the significance percentage of this Agreement has increased to 19 percent, then the Depositor may make a Cap Disclosure Request to Party A on such date of determination for Cap Financial Disclosure that would have been required if the significance percentage had in fact increased to 20 percent (and, accordingly, consists of the information is required under set forth in Item 1115(b)(2) of Regulation AB; provided). Party B or the Depositor shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor's determination that led to the Cap Disclosure Request. (iv) Upon the occurrence of a Cap Disclosure Request, however, that if Party A, in good faithat its own expense, determines that it is unable to shall (a) provide the Reg AB Information within Depositor with the Response PeriodCap Financial Disclosure, then, (b) subject to the Rating Agency ConditionConfirmation, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined below) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation prior Agreement which entity is able to provide the Cap Financial Disclosure or (c) subject to Rating Agency Confirmation, obtain a guaranty of Party A's obligations under this Agreement from an affiliate of Party A that is able to provide the Cap Financial Disclosure, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Cap Financial Disclosure. For purposes of clause (b) above, the parties agree that National Westminster Bank Plc ("NatWest") shall be an acceptable replacement for Party A, so long as NatWest satisfies the conditions specified in such clause (b). If permitted by Regulation AB, any required Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the expiration 1934 Act. (v) All information provided pursuant to clause (iv) shall be in a form suitable for conversion to the format required for filing by the Depositor with the Commission via the Electronic Data Gathering and Retrieval System (XXXXX). The parties hereto acknowledge that electronic files in Adobe Acrobat format will be deemed to satisfy the requirements of the Response Periodthis Part 5(l)(v).

Compliance with Regulation AB. In connection (i) Party A acknowledges that for so long as there are reporting obligations with the Pooling and Servicing Agreement, Party B represents that respect to this Confirmation is a derivative instrument as described in Item 1115 of Transaction under Regulation AB (“Regulation AB”) under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("Regulation AB"the “1934 Act”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) Depositor is required under Regulation AB AB, to disclose certain financial information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the applicable "aggregate “significance percentage" ” of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) Subject to the provisions of clause (iii) below, and so long as there are reporting obligations with respect to this Transaction under Regulation AB, if the Depositor determines, reasonably and in good faith, that the aggregate significance percentage of this Agreement has increased to nine (9) percent, then the Depositor may request from Party A (such request, a “Hedge Disclosure Request”) on a Business Day after the date of such determination the same information set forth in Item 1115(b) of Regulation AB (as discussed such requested information, subject to the last sentence of this paragraph, the “Hedge Financial Disclosure”) that would have been required if the significance percentage had in the Pooling and Servicing Agreement)fact increased to ten (10) percent. The Depositor or any of its agents shall provide Party A has been advised with the calculations and any other information reasonably requested by Party A with respect to the Sponsor (as defined in Depositor’s determination that led to the Pooling and Servicing Agreement) Hedge Disclosure Request. The parties hereto further agree that the applicable "significance percentage" of this Confirmation is less than 10%Hedge Financial Disclosure provided to meet the Hedge Disclosure Request may be, and accordinglysolely at Party A’s option, no financial either the information regarding Party A need be disclosed set forth in accordance with Item 1115 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (ciii) If required, Party A shall provide to Party B the applicable financial information described under Item 1115(b)(1) or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response Period"), so So long as Party B has there are reporting obligations with respect to this Transaction under Regulation AB, if the Depositor determines, reasonably determined, and in good faith, that the aggregate significance percentage of this Agreement has increased to nineteen (19) percent, then the Depositor may make a Hedge Disclosure Request to Party A on a Business Day after the date of such determination for Hedge Financial Disclosure that would have been required if the significance percentage had in fact increased to twenty (20) percent (and, accordingly, consists of the information is required under set forth in Item 1115(b)(2) of Regulation AB; provided). The Depositor or any of its agents shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the Hedge Disclosure Request. (iv) Upon the occurrence of a Hedge Disclosure Request, however, that if Party A, in good faithat its own expense, determines that it is unable to shall (a) provide the Reg AB Information within Depositor with the Response PeriodHedge Financial Disclosure, then, (b) subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined below) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation prior Agreement which entity is able to provide the Hedge Financial Disclosure or (c) subject to Rating Agency Condition, obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to provide the Hedge Financial Disclosure, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Hedge Financial Disclosure. For purposes of clause (b) above, the parties agree that National Westminster Bank Plc (“NatWest”) shall be an acceptable replacement for Party A, so long as NatWest satisfies the conditions specified in such clause (b). If permitted by Regulation AB, any required Hedge Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the expiration of 1934 Act. (v) Party A agrees that, if it responds to a Hedge Disclosure Request by providing Hedge Financial Disclosure, then, for so long as the Response PeriodDepositor has reporting obligations under the 1934 Act with respect to this Transaction, it will provide any updates to Hedge Financial Disclosure within 5 Business Days following the availability thereof. If permitted by Regulation AB, any such update may be provided by incorporation by reference from reports filed pursuant to the 1934 Act.

Compliance with Regulation AB. In connection with the Pooling (i) Party A agrees and Servicing Agreement, Party B represents acknowledges that this Confirmation Bear Xxxxxxx Asset Backed Securities I LLC (“Depositor”) is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("the “Exchange Act”) (“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A or its group of affiliated entities, if applicable, depending on the applicable "aggregate “significance percentage" ” of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no financial information regarding Party A need be disclosed in accordance with Item 1115 of Regulation AB. (cii) If requiredIt shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act, Depositor requests from Party A shall provide to Party B the applicable financial information described under in Item 1115(b)(1) or (b)(2), as applicable, 1115 of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of such request to be based on a written request for such Reg AB Information reasonable determination by Party B (the "Response Period"), so long as Party B has reasonably determinedDepositor, in good faith, that such information is required under Regulation AB; provided) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, however, that if Party A, within ten (10) days and at its own expense, shall (1)(a) either (i) provide to Depositor the current Swap Financial Disclosure in good faithan XXXXX-compatible format (for example, determines such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to Depositor to incorporation by reference of such current Swap Financial Disclosure that it is unable are filed with the Securities and Exchange Commission in the Exchange Act Reports of Depositor, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Reg AB Information within the Response PeriodExchange Act Reports of Depositor of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure, then, subject and (c) provide to the Rating Agency Condition, Depositor any updated Swap Financial Disclosure with respect to Party A shall use reasonable efforts to cause a Reg AB Approved Entity or any entity that consolidates Party A within five days of the release of any such updated Swap Financial Disclosure; (as defined below2) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation Agreement and subject to prior notification to the expiration Swap Rating Agencies, which entity (or a guarantor therefor) satisfies the Rating Agency Condition with respect to S&P and which entity is able to comply with the requirements of Item 1115 of Regulation AB or (3) subject to the Rating Agency Condition with respect to S&P and obtain a guaranty of the Response PeriodParty A’s obligations under this Agreement from an affiliate of the Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. (iv) Party A agrees that, in the event that Party A provides Swap Financial Disclosure to Depositor in accordance with Part 5(e)(iii)(a) or causes its affiliate to provide Swap Financial Disclosure to Depositor in accordance with Part 5(e)(iii)(c), it will indemnify and hold harmless Depositor, its respective directors or officers and any person controlling Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (v) Depositor shall be an express third party beneficiary of this Agreement as if a party hereto to the extent of Depositor’s rights explicitly specified in this Part 5(e).

Compliance with Regulation AB. In connection (i) Party A acknowledges that for so long as there are reporting obligations with the Pooling and Servicing Agreement, Party B represents that respect to this Confirmation is a derivative instrument as described in Item 1115 of Transaction under Regulation AB ("Regulation AB") under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Regulation AB1934 Act"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) Depositor is required under Regulation AB AB, to disclose certain financial information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the applicable aggregate "significance percentage" of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB, such determination of the significance percentage shall be in the Depositor's sole discretion, exercised reasonably and in good faith. (ii) Subject to the provisions of clause (iii) below, and so long as there are reporting obligations with respect to this Transaction under Regulation AB, if the Depositor determines, reasonably and in good faith, that the aggregate significance percentage of this Agreement has increased to nine (9) percent, then the Depositor may request from Party A (such request, a "Hedge Disclosure Request") on the date of such determination from Party A the same information set forth in Item 1115(b) of Regulation AB (as discussed such requested information, subject to the last sentence of this paragraph, the "Hedge Financial Disclosure") that would have been required if the significance percentage had in the Pooling and Servicing Agreement)fact increased to ten (10) percent. Party B, the Depositor or any of its agents shall provide Party A has been advised with the calculations and any other information reasonably requested by Party A with respect to the Sponsor (as defined in Depositor's determination that led to the Pooling and Servicing Agreement) Hedge Disclosure Request. The parties hereto further agree that the applicable "significance percentage" of this Confirmation is less than 10%Hedge Financial Disclosure provided to meet the Hedge Disclosure Request may be, and accordinglysolely at Party A's option, no financial either the information regarding Party A need be disclosed set forth in accordance with Item 1115 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (ciii) If required, Party A shall provide to Party B the applicable financial information described under Item 1115(b)(1) or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response Period"), so So long as Party B has there are reporting obligations with respect to this Transaction under Regulation AB, if the Depositor determines, reasonably determined, and in good faith, that the aggregate significance percentage of this Agreement has increased to eighteen (18) percent, then the Depositor may make a Hedge Disclosure Request to Party A on the date of such determination from Party A for Hedge Financial Disclosure that would have been required if the significance percentage had in fact increased to twenty (20) percent (and, accordingly, consists of the information is required under set forth in Item 1115(b)(2) of Regulation AB; provided). Party B, howeverthe Depositor or any of its agents shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor's determination that led to the Hedge Disclosure Request, provided that if such determination of the significance percentage shall be in the Depositor's sole discretion, exercised reasonably and in good faith. (iv) Upon the occurrence of a Hedge Disclosure Event, Party A, at its own expense, shall (1)(a) either (i) provide to the Depositor the current Hedge Financial Disclosure in good faithan XXXXX compatible format (for example, determines such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Hedge Financial Disclosure that it is unable are filed with the Securities and Exchange Commission in the reports of the Trust filed pursuant to the 1934 Act, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference of such accounting firm's report relating to their audits of such current Hedge Financial Disclosure in the Reg AB Information within 1934 Act Reports of the Response PeriodDepositor, then, subject and (c) provide to the Rating Agency Condition, Depositor any updated Hedge Financial Disclosure with respect to Party A shall use reasonable efforts to cause a Reg AB Approved Entity or any entity that consolidates Party A within five Business Days of the release of any such updated Hedge Financial Disclosure; (as defined below2) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation Agreement and subject to prior notification to the expiration Rating Agencies, such entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds and satisfies the Rating Agency Condition and such entity is able to comply with the requirements of Item 1115 of Regulation AB, (3) obtain a guaranty of Party A's obligations under this Agreement, subject to Rating Agency Condition, from an affiliate of Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the Response Periodaffiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Hedge Financial Disclosure, or (4) post collateral that will be sufficient to reduce the "significance percentage" as defined under Item 1115 of Regulation AB such that no information that would otherwise have constituted Hedge Financial Disclosure will be required to be filed with, or incorporated by reference into, the 1934 Act reports of the Depositor pursuant to Item 1115 of Regulation AB. If permitted by Regulation AB, any required Hedge Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the 1934 Act. (v) The parties agree that the Depositor and Xxxxxxxxx Mortgage Home Loans, Inc. in its capacity as sponsor, are third-party beneficiaries to Party A's undertakings under this paragraph (r).

Compliance with Regulation AB. In connection (i) Party A acknowledges that for so long as there are reporting obligations with respect to this Transaction under Regulation AB, the Pooling and Servicing AgreementDepositor, Party B represents that this Confirmation acting on behalf of the CSAB Mortgage-Backed Trust 0000-0 (xxx "Xxxxxxx Xxxxxx"), is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("Regulation AB"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the applicable aggregate "significance percentage" of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent or more, then the Depositor may request on a Business Day on or after the date of such determination from Party A the same information set forth in Item 1115(b)(1) of Regulation AB that would have been required if the significance percentage had in fact increased to ten (as discussed in 10) percent, along with any necessary auditors’ consent (such request, a "10% Cap Disclosure Request" and such requested information, subject to the Pooling and Servicing Agreementlast sentence of this paragraph, is the "10% Cap Financial Disclosure"). Party B or the Depositor shall provide Party A has been advised with the calculations and any other information reasonably requested by Party A with respect to the Sponsor (as defined in Depositor’s determination that led to the Pooling and Servicing Agreement) 10% Cap Disclosure Request. The parties hereto further agree that the applicable "significance percentage" of this Confirmation is less than 10%% Cap Financial Disclosure provided to meet the 10% Cap Disclosure Request may be, and accordinglysolely at Party A’s option, no financial either the information regarding Party A need be disclosed set forth in accordance with Item 1115 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (ciii) If required, Party A shall provide to Party B the applicable financial information described under Item 1115(b)(1) or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response Period"), so So long as Party B has reasonably determined, in good faith, that such information is required there are reporting obligations with respect to this Transaction under Regulation AB; provided, howeverupon the occurrence of a 10% Cap Disclosure Request, that if Party A, in good faithat its own expense, determines that it is unable to shall (i) provide the Reg AB Information within Depositor with the Response Period10% Cap Financial Disclosure, then, subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined belowii) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation prior Agreement which entity is able to (A) provide the 10% Cap Financial Disclosure and (B) provide an indemnity to the expiration Depositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure or (iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 10% Cap Financial Disclosure, such that disclosure provided in respect of the Response Periodaffiliate will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 10% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure. If permitted by Regulation AB, any required 10% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act. (iv) If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nineteen (19) percent or more, then the Depositor may request on a Business Day on or after the date of such determination from Party A the same information set forth in Item 1115(b)(2) of Regulation AB that would have been required if the significance percentage had in fact increased to twenty (20) percent, along with any necessary auditors consent (such request, a "20% Cap Disclosure Request" and such requested information is the "20% Cap Financial Disclosure"). Party B or the Depositor shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the 20% Cap Disclosure Request. (v) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 20% Cap Disclosure Request, Party A, at its own expense, shall (i) provide the Depositor with the 20% Cap Financial Disclosure, (ii) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to (A) provide the 20% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 20% Cap Financial Disclosure or (iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 20% Cap Financial Disclosure, such that disclosure provided in respect of the affiliate will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 20% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 20% Cap Financial Disclosure. If permitted by Regulation AB, any required 20% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act.

Compliance with Regulation AB. In connection with the Pooling and Servicing Agreement, (i) Party A has been advised by Party B represents that this Confirmation is a derivative instrument as described in Item 1115 of Santander Consumer USA Inc. (the “Sponsor”), and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended ("“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A depending on the applicable "significance percentage" of this Confirmation, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no A. Such information may include financial information regarding Party A need be disclosed in accordance with to the extent required under Item 1115 of Regulation AB. (cii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b)(11115(b) or (b)(2), as applicable, of Regulation AB (the "“Reg AB Financial Information"”) within five ten (510) Local Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the "“Response Period"”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB; provided, however, . In the event that if Party A, in good faith, determines that it is unable to A does not provide the any such Reg AB Financial Information within by the end of the related Response Period, thenParty A promptly, subject but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to the Credit Support Annex, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus, dated [ ], relating to Drive Auto Receivables Trust [ ] under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (v) (A) Party A shall use reasonable efforts to cause indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Approved Entity (as defined below) to replace Financial Information that Party A as party provides to Party B or the Sponsor pursuant to this Confirmation on terms substantially similar Part 5(r) (the “Party A Information”) or caused by any omission or alleged omission to this Confirmation prior state in the Party A Information a material fact required to be stated therein or necessary to make the expiration of the Response Periodstatements therein not misleading.

Compliance with Regulation AB. In connection with the Pooling and Servicing Agreement, (i) Party A has been advised by Party B represents that this Confirmation is a derivative instrument as described in Item 1115 of Santander Consumer USA Inc. (the “Sponsor”), and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended ("“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A depending on the applicable "significance percentage" of this Confirmation, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no A. Such information may include financial information regarding Party A need be disclosed in accordance with to the extent required under Item 1115 of Regulation AB. (cii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b)(11115(b) or (b)(2), as applicable, of Regulation AB (the "“Reg AB Financial Information"”) within five ten (510) Local Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the "“Response Period"”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB; provided, however, . In the event that if Party A, in good faith, determines that it is unable to A does not provide the any such Reg AB Financial Information within by the end of the related Response Period, thenParty A shall promptly, subject but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity” and Approved Entity; (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to Part 5(b) herein, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Preliminary Prospectus Supplement, dated March 19, 2007, or in the Prospectus Supplement, dated March 19, 2007, each relating to Santander Drive Auto Receivables Trust 2007-1 under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (v) (A) Party A shall use reasonable efforts to cause indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Approved Entity (as defined below) to replace Financial Information that Party A as party provides to Party B or the Sponsor pursuant to this Confirmation on terms substantially similar Part 6(y) (the “Party A Information”) or caused by any omission or alleged omission to this Confirmation prior state in the Party A Information a material fact required to be stated therein or necessary to make the expiration of the Response Periodstatements therein not misleading.

Compliance with Regulation AB. In connection with the Pooling and Servicing Agreement, (i) Party A has been advised by Party B represents that this Confirmation is a derivative instrument as described in Item 1115 of CarMax Business Services, LLC. (the “Sponsor”) and Party B are required under Regulation AB under of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended ("“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A depending on the applicable "significance percentage" of this Confirmation, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no A. Such information may include financial information regarding Party A need be disclosed in accordance with to the extent required under Item 1115 of Regulation AB. (cii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b)(11115(b) or (b)(2), as applicable, of Regulation AB (the "“Reg AB Financial Information"”) within five ten (510) Local Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the "“Response Period"”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity” and Approved Entity; (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Reg AB Financial Information and any future Reg AB Financial Information and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Counterparty, or (3) transfer Eligible Collateral under the Credit Support Annex to Party B’s Custodian in an amount (taking into account any amount posted pursuant to Part 5(b) herein, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Reg AB Financial Information required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Reg AB Financial Information required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Preliminary Prospectus Supplement, dated September 5, 2007, or in the Prospectus Supplement, dated September 7, 2007, each relating to CarMax Auto Owner Trust 2007-3 under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 6(m) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) or the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 6(m)(v) receives notice of the commencement of any such action, the indemnified party will, if Party Aa claim in respect thereof is to be made pursuant to Part 6(m)(v), promptly notify the indemnifying party in good faithwriting of the commencement thereof. In case any such action is brought against the indemnified party, determines and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is unable advisable for such indemnified party to provide the Reg AB Information within the Response Periodemploy separate counsel, then, subject (ii) a conflict or potential conflict exists (based on advice of counsel to the Rating Agency Conditionindemnified party) between the indemnified party and the indemnifying party, Party A (iii) the indemnifying party shall use reasonable efforts not have employed counsel reasonably satisfactory to cause a Reg AB Approved Entity (as defined below) to replace Party A as the indemnified party to this Confirmation on terms substantially similar represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to this Confirmation employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the expiration entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of the Response Periodindemnifying party, which consent shall not be unreasonably withheld.

Compliance with Regulation AB. In connection (a) Party A acknowledges that for so long as there are reporting obligations with respect to this Transaction under Regulation AB, the Pooling and Servicing AgreementDepositor, Party B represents that this Confirmation acting on behalf of the Issuing Entity, is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("Regulation AB"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the applicable aggregate "significance percentage" of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (b) If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent or more, then the Depositor may request on a Business Day after the date of such determination from Party A the same information set forth in Item 1115(b)(1) of Regulation AB that would have been required if the significance percentage had in fact increased to ten (as discussed in 10) percent, along with any necessary auditors' consent (such request, a "10% Cap Disclosure Request" and such requested information, subject to the Pooling and Servicing Agreementlast sentence of this paragraph, is the "10% Cap Financial Disclosure"). Party B or the Depositor shall provide Party A has been advised with the calculations and any other information reasonably requested by Party A with respect to the Sponsor (as defined in Depositor's determination that led to the Pooling and Servicing Agreement) 10% Cap Disclosure Request. The parties hereto further agree that the applicable "significance percentage" of this Confirmation is less than 10%% Cap Financial Disclosure provided to meet the 10% Cap Disclosure Request may be, and accordinglysolely at Party A's option, no financial either the information regarding Party A need be disclosed set forth in accordance with Item 1115 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (c) If required, Party A shall provide to Party B Upon the applicable financial information described under Item 1115(b)(1) or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt occurrence of a written request for such Reg AB Information by Party B (the "Response Period")10% Cap Disclosure Request, so long as Party B has reasonably determined, in good faith, that such information is required under Regulation AB; provided, however, that if Party A, in good faithat its own expense, determines that it is unable to shall (i) provide the Reg AB Information within Depositor with the Response Period10% Cap Financial Disclosure, then, (ii) subject to the Rating Agency ConditionConfirmation, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined below) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation prior Agreement which entity is able to (A) provide the 10% Cap Financial Disclosure and (B) provide an indemnity to the expiration Depositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure or (iii) subject to Rating Agency Confirmation, obtain a guaranty of Party A's obligations under this Agreement from an affiliate of Party A that is able to provide the 10% Cap Financial Disclosure, such that disclosure provided in respect of the Response Periodaffiliate will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 10% Cap Financial Disclosure. If permitted by Regulation AB, any required 10% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act. (d) If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nineteen (19) percent or more, then the Depositor may request on a Business Day after the date of such determination from Party A the same information set forth in Item 1115(b)(2) of Regulation AB that would have been required if the significance percentage had in fact increased to twenty (20) percent, along with any necessary auditors consent (such request, a "20% Cap Disclosure Request" and such requested information is the "20% Cap Financial Disclosure"). Party B or the Depositor shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor's determination that led to the 20% Cap Disclosure Request. (e) Upon the occurrence of a 20% Cap Disclosure Request, Party A, at its own expense, shall (i) provide the Depositor with the 20% Cap Financial Disclosure, (ii) subject to Rating Agency Confirmation, secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to (A) provide the 20% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 20% Cap Financial Disclosure or (iii) subject to Rating Agency Confirmation, obtain a guaranty of Party A's obligations under this Agreement from an affiliate of Party A that is able to provide the 20% Cap Financial Disclosure, such that disclosure provided in respect of the affiliate will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 20% Cap Financial Disclosure. If permitted by Regulation AB, any required 20% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act.

Compliance with Regulation AB. In connection (i) Party A acknowledges that for so long as there are reporting obligations with the Pooling and Servicing Agreement, Party B represents that respect to this Confirmation is a derivative instrument as described in Item 1115 of Transaction under Regulation AB (“Regulation AB”) under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("Regulation AB"the “1934 Act”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) Depositor is required under Regulation AB AB, to disclose certain financial information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the applicable "aggregate “significance percentage" ” of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) Subject to the provisions of clause (iii) below, and so long as there are reporting obligations with respect to this Transaction under Regulation AB, if the Depositor determines, reasonably and in good faith, that the aggregate significance percentage of this Agreement has increased to nine (9) percent, then the Depositor may request from Party A (such request, a “Hedge Disclosure Request”) on a Business Day after the date of such determination the same information set forth in Item 1115(b) of Regulation AB (as discussed such requested information, subject to the last sentence of this paragraph, the “Hedge Financial Disclosure”) that would have been required if the significance percentage had in the Pooling and Servicing Agreement)fact increased to ten (10) percent. The Depositor or any of its agents shall provide Party A has been advised with the calculations and any other information reasonably requested by Party A with respect to the Sponsor (as defined in Depositor’s determination that led to the Pooling and Servicing Agreement) Hedge Disclosure Request. The parties hereto further agree that the applicable "significance percentage" of this Confirmation is less than 10%Hedge Financial Disclosure provided to meet the Hedge Disclosure Request may be, and accordinglysolely at Party A’s option, no financial either the information regarding Party A need be disclosed set forth in accordance with Item 1115 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (ciii) If required, Party A shall provide to Party B the applicable financial information described under Item 1115(b)(1) or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response Period"), so So long as Party B has there are reporting obligations with respect to this Transaction under Regulation AB, if the Depositor determines, reasonably determined, and in good faith, that the aggregate significance percentage of this Agreement has increased to nineteen (19) percent, then the Depositor may make a Hedge Disclosure Request to Party A on a Business Day after the date of such determination for Hedge Financial Disclosure that would have been required if the significance percentage had in fact increased to twenty (20) percent (and, accordingly, consists of the information is required under set forth in Item 1115(b)(2) of Regulation AB; provided). The Depositor or any of its agents shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the Hedge Disclosure Request. (iv) Upon the occurrence of a Hedge Disclosure Request, however, that if Party A, in good faithat its own expense, determines that it is unable to shall (a) provide the Reg AB Information within Depositor with the Response PeriodHedge Financial Disclosure, then, (b) subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined below) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation prior Agreement which entity is able to provide the Hedge Financial Disclosure or (c) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to provide the Hedge Financial Disclosure, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Hedge Financial Disclosure. For purposes of clause (b) above, the parties agree that National Westminster Bank Plc (“NatWest”) shall be an acceptable replacement for Party A, so long as NatWest satisfies the conditions specified in such clause (b). If permitted by Regulation AB, any required Hedge Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the expiration of 1934 Act. (v) Party A agrees that, if it responds to a Hedge Disclosure Request by providing Hedge Financial Disclosure, then, for so long as the Response PeriodDepositor has reporting obligations under the 1934 Act with respect to this Transaction, it will provide any updates to Hedge Financial Disclosure within 5 Business Days following the availability thereof. If permitted by Regulation AB, any such update may be provided by incorporation by reference from reports filed pursuant to the 1934 Act.

Compliance with Regulation AB. In connection with the Pooling (i) Party A agrees and Servicing Agreement, Party B represents acknowledges that this Confirmation Depositor (Depositor) is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("the Exchange Act) (Regulation AB"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A or its group of affiliated entities, if applicable, depending on the applicable aggregate "significance percentage" of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no financial information regarding Party A need be disclosed in accordance with Item 1115 of Regulation AB. (cii) If requiredIt shall be a swap disclosure event (Swap Disclosure Event) if, on any Business Day during the term of the Transaction, Depositor requests from Party A shall provide to Party B the applicable financial information described under in Item 1115(b)(1) or (b)(2), as applicable, 1115 of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of such request to be based on a written request for such Reg AB Information reasonable determination by Party B (the "Response Period"), so long as Party B has reasonably determinedDepositor, in good faith, that such information is required under Regulation AB; providedAB as a result of the aggregate "significance percentage" exceeding 10%) (the Swap Financial Disclosure). (iii) Upon the occurrence of a Swap Disclosure Event, however, that if Party A, in good faithat its own expense, determines that it is unable shall (a) provide to provide Depositor the Reg AB Information within the Response PeriodSwap Financial Disclosure, then, subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined belowb) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation Agreement and subject to prior notification to the expiration Rating Agencies, provided, that satisfaction of the Response PeriodS&P Ratings Condition shall be required for any transfer of any Transactions under this clause (iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto), which entity (or a guarantor therefor) meets or exceeds the Hedge Counterparty Ratings Requirement and which entity is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB or (c) obtain a guaranty of the Party A's obligations under this Agreement from an affiliate of the Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable with respect to the Counterparty, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act.

Compliance with Regulation AB. In connection with the Pooling and Servicing Agreement, (i) Party A has been advised by Party B represents that this Confirmation is a derivative instrument as described in Item 1115 of CarMax Business Services, LLC. (the “Sponsor”) and Party B are required under Regulation AB under of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended ("“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A depending on the applicable "significance percentage" of this Confirmation, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no A. Such information may include financial information regarding Party A need be disclosed in accordance with to the extent required under Item 1115 of Regulation AB. (cii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b)(11115(b) or (b)(2), as applicable, of Regulation AB (the "“Reg AB Financial Information"”) within five ten (510) Local Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the "“Response Period"”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity” and Approved Entity; (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Reg AB Financial Information and any future Reg AB Financial Information and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Counterparty, or (3) transfer Eligible Collateral under the Credit Support Annex to Party B’s Custodian in an amount (taking into account any amount posted pursuant to Part 5(b) herein, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Reg AB Financial Information required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Reg AB Financial Information required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements with respect to Wachovia Bank, National Association appearing in the Preliminary Prospectus Supplement, dated June 26, 2008, or in the Prospectus Supplement, dated June 27, 2008, each relating to CarMax Auto Owner Trust 2008-2 and under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 6(m) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) or the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 6(m)(v) receives notice of the commencement of any such action, the indemnified party will, if Party Aa claim in respect thereof is to be made pursuant to Part 6(m)(v), promptly notify the indemnifying party in good faithwriting of the commencement thereof. In case any such action is brought against the indemnified party, determines and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is unable advisable for such indemnified party to provide the Reg AB Information within the Response Periodemploy separate counsel, then, subject (ii) a conflict or potential conflict exists (based on advice of counsel to the Rating Agency Conditionindemnified party) between the indemnified party and the indemnifying party, Party A (iii) the indemnifying party shall use reasonable efforts not have employed counsel reasonably satisfactory to cause a Reg AB Approved Entity (as defined below) to replace Party A as the indemnified party to this Confirmation on terms substantially similar represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to this Confirmation employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the expiration entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of the Response Periodindemnifying party, which consent shall not be unreasonably withheld.

Compliance with Regulation AB. In connection with (i) Party A agrees and acknowledges that Bear Xxxxxxx Asset Backed Securities I LLC (the Pooling and Servicing Agreement, Party B represents that this Confirmation "Depositor") on behalf of the Issuing Entity is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Exchange Act") ("Regulation AB"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A or its group of affiliated entities, if applicable, depending on the applicable aggregate "significance percentage" of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB AB. In addition, for so long as the Depositor is required to file a Form 10-K in respect of the related transaction (as discussed which the parties hereto may assume shall be for the period covering the calendar year following the Closing Date, unless otherwise notified in writing by the Pooling Securities Administrator), Party A, at its own expense, shall no later than the 25th calendar day of each month, notify the Depositor and Servicing Agreement). the Securities Administrator in writing of any known material affiliations or relationships that develop following the Closing Date between Party A has been advised and any of the (x) the Sponsor, the Depositor, Indenture Trustee, Owner Trustee or the Issuing Entity, if this Agreement is transferred by Party A to another entity and (y) any originator, servicer, trustee or bond administrator or other transaction party, each as identified by the Sponsor (as defined Securities Administrator to Party A in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%writing, and accordinglyprovide to the Depositor and the Securities Administrator a description of such affiliations or relations. (ii) It shall be a swap disclosure event ("Swap Disclosure Event") if, no on any Local Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act, the Depositor or the Securities Administrator requests from Party A the certain financial information regarding Party A need be disclosed described in accordance with Item 1115 of Regulation AB. (c) If required, Party A shall provide including, but not limited to Party B the applicable A's financial information data as described under in Item 1115(b)(1) or (b)(2), of Regulation AB and financial statements as applicable, described in Item 1115(b)(2) of Regulation AB (the "Reg Swap Financial Disclosure"). (iii) Upon the occurrence of a Swap Disclosure Event, Party A, within ten (10) calendar days and at its own expense, shall (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® format, Microsoft Excel® format or any other format suitable for conversion to the XXXXX format, but not in .pdf format) or (ii) if permitted by Regulation AB, provide written consent to the Depositor to incorporate by reference such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the Exchange Act Reports of the Issuing Entity, and (b) if the Swap Financial Disclosure has been audited, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of the Issuing Entity of such accounting firm's report relating to their audits of such current Swap Financial Disclosure; (2) secure another entity to replace Party A by way of a Permitted Transfer, either as party to this Agreement or by entering into a replacement derivative agreement, on terms substantially in the form of this Agreement, subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) satisfies the Rating Agency Condition with respect to S&P and which entity is able to comply with the requirements of Item 1115 of Regulation AB; (3) only if sufficient to satisfy the requirements of Item 1115 of Regulation AB Informationthat are applicable to the Derivative Provider, as evidenced by an opinion of counsel at the expense of Party A and that is reasonably acceptable to the Depositor or as determined by the Depositor in its sole discretion if this Agreement is transferred by Party A to another entity, subject to the Rating Agency Condition with respect to S&P, obtain a guaranty of Party A's obligations under this Agreement from an affiliate of Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB and this Agreement, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure; or (4) only if sufficient to satisfy the requirements of Item 1115 of Regulation AB that are applicable to the Derivative Provider, as evidenced by an opinion of counsel at the expense of Party A and that is reasonably acceptable to the Depositor or as determined by the Depositor in its sole discretion if this Agreement is transferred by Party A to another entity, post collateral in an amount sufficient to reduce the "significance percentage" for purposes of Item 1115 of Regulation AB with respect to any Derivative Agreement relating to such Securitization, calculated separately or in the aggregate with other Derivative Agreements for such Securitization (a) to 10% if the Securities Administrator or Depositor has notified the Derivative Provider that the "significance percentage" is 10% or more (but less than 20%) or (b) to 20% if the Securities Administrator or Depositor has notified the Derivative Provider that the "significance percentage" is 20% or more. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. (iv) If Party A provides Swap Financial Disclosure to the Depositor pursuant to Part 5(e)(iii)(1) or causes its affiliate to provide Swap Financial Disclosure to the Depositor pursuant to Part 5(e)(iii)(3), then for so long as (x) the Depositor is required to file Exchange Act reports in respect of the Issuing Entity and (y) on the Distribution Date immediately preceding the date of any release of updated Swap Financial Disclosure by Party A, the Securities Administrator or Depositor has provided notice to Party A that the "significance percentage" determined under Item 1115 of Regulation AB is equal to or greater than 10% with respect to such Distribution Date, Party A, at its own expense, shall provide or cause to be provided to the Depositor any updated Swap Financial Disclosure with respect to Party A or any entity that consolidates Party A within five (5) Local Business Days of receipt the release of a written request for any such Reg AB Information by updated Swap Financial Disclosure. (v) Party B (A agrees that, in the "Response Period"event that Party A provides Swap Financial Disclosure to the Depositor in accordance with Part 5(e)(iii)(1), so long as or Party B has reasonably determined, in good faith, that such information is required under Regulation AB; provided, however, that if Party A, in good faith, determines that it is unable A causes its affiliate to provide the Reg AB Information within the Response Period, then, subject Swap Financial Disclosure to the Rating Agency ConditionDepositor in accordance with Part 5(e)(iii)(3), or Party A provides or causes to be provided updated Swap Financial Disclosure in accordance with Part 5(e)(iv), Party A will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (vi) The Securities Administrator and Depositor shall use reasonable efforts to cause be an express third party beneficiary of this Agreement as if it were a Reg AB Approved Entity (as defined below) to replace Party A as party to this Confirmation on terms substantially similar to this Confirmation prior hereto to the expiration extent of the Response PeriodDepositor's rights explicitly specified in this Part 5(e).

Compliance with Regulation AB. In connection with the Pooling and Servicing Agreement, Party B represents that this Confirmation is a derivative instrument as described in Item 1115 of Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended ("Regulation AB"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised agrees and acknowledges that Party B Depositor (and/or certain affiliates of Party B"Depositor") is required under Regulation AB to disclose certain financial information regarding Party A or its group of affiliated entities, if applicable, depending on the applicable aggregate "significance percentage" under this Agreement and any other derivative contracts between Party A or its group of this Confirmationaffiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB AB. (as discussed in ii) It shall be a swap disclosure event ("Swap Disclosure Event") if, on any Business Day during the Pooling and Servicing Agreement). period for which Party A has been advised by B is required to file information with the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no financial information regarding Party A need be disclosed in accordance with Securities Exchange Commission pursuant to Item 1115 of Regulation AB. , Depositor requests (cin writing) If required, from Party A shall provide to Party B the applicable financial information described under in Item 1115(b)(1) or (b)(2), as applicable, 1115 of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of such request to be based on a written request for such Reg AB Information reasonable determination by Party B (the "Response Period"), so long as Party B has reasonably determinedDepositor, in good faith, that such information is required under Regulation AB; providedAB as a result of the aggregate "significance percentage" representing 10% or more) (the "Swap Financial Disclosure"). (iii) Upon the occurrence of a Swap Disclosure Event, however, that if Party A, in good faithat its own expense, determines that it is unable shall (a) provide to provide Depositor the Reg AB Information within the Response PeriodSwap Financial Disclosure, then, subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined belowb) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation Agreement and subject to prior notification to the expiration Rating Agencies, provided, that satisfaction of the Response PeriodRating Agency Condition in relation to Fitch and S&P shall be required for any transfer of any Transactions under this clause (iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) and Part 5(t) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to Fitch with respect thereto), which entity (or a guarantor therefor) meets or exceeds the Hedge Counterparty Ratings Requirement and which entity is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB or (c) only if sufficient to satisfy the requirements of Item 1115 of Regulation AB that are applicable to Party A as determined by the Depositor in its sole discretion, obtain a guaranty of the Party A's obligations under this Agreement from an affiliate of the Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable with respect to the Counterparty, and cause such affiliate to provide Swap Financial Disclosure or (d) deliver collateral pursuant to an ISDA Credit Support Annex (subject to New York Law) in an amount sufficient to reduce the "significance percentage" (determined by the Sponsor, acting reasonably and in good faith) below the requirements of Item 1115(b)(1). If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act.

Compliance with Regulation AB. In connection with (i) Party A agrees and acknowledges that Xxxxxxx Xxxxx Mortgage Investors, Inc. (the "Depositor") may be required under Regulation AB, as defined in the Pooling and Servicing Agreement, Party B represents that this Confirmation is a derivative instrument as described in Item 1115 of Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended ("Regulation AB"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A or its group of affiliated entities, if applicable, depending on the applicable aggregate "significance percentage" of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no financial information regarding Party A need be disclosed in accordance with Item 1115 of Regulation AB. (cii) If requiredIt shall be a swap disclosure event ("Swap Disclosure Event") if, on any Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act with respect to the Certificates, Party B or the Depositor requests from Party A shall provide to Party B the applicable financial information described under in Item 1115(b)(11115(b) or (b)(2), as applicable, of Regulation AB (such request to be based on a reasonable determination by the Depositor, based on "Reg AB Information"significance estimates" made in substantially the same manner as that used in the Sponsor's internal risk management process in respect of similar instruments and furnished by the Sponsor to the Depositor, or if the Sponsor does not furnish such significance estimates to the Depositor, based on a determination of such significance estimates by the Depositor in a manner that it deems reasonable) within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response PeriodSwap Financial Disclosure"). (iii) Upon the occurrence of a Swap Disclosure Event, so long as Party B has reasonably determined, in good faith, that such information is required under Regulation AB; provided, however, that if Party A, at its own expense, shall either (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in good faithan XXXXX-compatible format (for example, determines such information may be provided in Microsoft Word(R) or Microsoft Excel(R) format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that it is unable are filed with the Securities and Exchange Commission in the Exchange Act Reports of the Depositor, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Reg AB Information within Exchange Act Reports of the Response PeriodDepositor of such accounting firm's report relating to their audits of such current Swap Financial Disclosure, then, subject and (c) provide to the Rating Agency Condition, Depositor any updated Swap Financial Disclosure with respect to Party A shall use reasonable efforts to cause a Reg AB Approved Entity or any entity that consolidates Party A within five days of the release of any such updated Swap Financial Disclosure; (as defined below2) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation prior Agreement, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds and which entity complies with the requirements of Item 1115 of Regulation AB and clause (1) above, or (3) obtain a guaranty of Party A's obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the expiration Swap Provider. (iv) Party A agrees that, in the event that Party A provides Swap Financial Disclosure to the Depositor in accordance with clause (iii)(1) above or causes its affiliate to provide Swap Financial Disclosure to the Depositor in accordance with clause (iii)(3) above, it will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the Response Periodcircumstances under which they were made, not misleading.

Compliance with Regulation AB. In connection with (i) Party A agrees and acknowledges that ACE Securities Corp. (the Pooling and Servicing Agreement, Party B represents that this Confirmation “Depositor”) on behalf of the Issuing Entity is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("the “Exchange Act”) (“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A or its group of affiliated entities, if applicable, depending on the applicable "aggregate “significance percentage" ” of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB AB. In addition, for so long as the Depositor is required to file a Form 10-K in respect of the related transaction (as discussed which the parties hereto may assume shall be for the period covering the calendar year following the Closing Date, unless otherwise notified in writing by the Pooling and Servicing AgreementDepositor). , Party A, at its own expense, shall no later than the 25th calendar day of each month, notify the Depositor in writing of any known material affiliations or relationships that develop following the Closing Date between Party A has been advised and any of the (x) the Sponsor, the Depositor or the Issuing Entity, if this Agreement is transferred by Party A to another entity and (y) any originator, servicer, trustee or bond administrator or other transaction party, each as identified by the Sponsor (as defined Depositor to Party A in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%writing, and accordinglyprovide to the Depositor a description of such affiliations or relations. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, no on any Local Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act, the Depositor requests from Party A the certain financial information regarding Party A need be disclosed described in accordance with Item 1115 of Regulation AB. (c) If required, Party A shall provide including, but not limited to Party B the applicable A’s financial information data as described under in Item 1115(b)(1) or (b)(2), of Regulation AB and financial statements as applicable, described in Item 1115(b)(2) of Regulation AB (the "Reg “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, Party A, within ten (10) calendar days and at its own expense, shall (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an XXXXX-compatible format (for example, such information may be provided in Microsoft Word® format, Microsoft Excel® format or any other format suitable for conversion to the XXXXX format, but not in .pdf format) or (ii) if permitted by Regulation AB, provide written consent to the Depositor to incorporate by reference such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the Exchange Act Reports of the Issuing Entity, and (b) if the Swap Financial Disclosure has been audited, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of the Issuing Entity of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure; (2) secure another entity to replace Party A by way of a Permitted Transfer, either as party to this Agreement or by entering into a replacement derivative agreement, on terms substantially in the form of this Agreement, subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) satisfies the Rating Agency Condition with respect to S&P and which entity is able to comply with the requirements of Item 1115 of Regulation AB; (3) only if sufficient to satisfy the requirements of Item 1115 of Regulation AB Information"that are applicable to the Derivative Provider, as evidenced by an opinion of counsel at the expense of Party A and that is reasonably acceptable to the Depositor or as determined by the Depositor in its sole discretion if this Agreement is transferred by Party A to another entity, subject to the Rating Agency Condition with respect to S&P, obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB and this Agreement, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure; or (4) only if sufficient to satisfy the requirements of Item 1115 of Regulation AB that are applicable to the Derivative Provider, as evidenced by an opinion of counsel at the expense of Party A and that is reasonably acceptable to the Depositor or as determined by the Depositor in its sole discretion if this Agreement is transferred by Party A to another entity, post collateral in an amount sufficient to reduce the “significance percentage” for purposes of Item 1115 of Regulation AB with respect to any Derivative Agreement relating to such Securitization, calculated separately or in the aggregate with other Derivative Agreements for such Securitization (a) to 10% if the Depositor has notified the Derivative Provider that the “significance percentage” is 10% or more (but less than 20%) or (b) to 20% if the Depositor has notified the Derivative Provider that the “significance percentage” is 20% or more. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. (iv) If Party A provides Swap Financial Disclosure to the Depositor pursuant to Part 5(e)(iii)(1) or causes its affiliate to provide Swap Financial Disclosure to the Depositor pursuant to Part 5(e)(iii)(3), then for so long as (x) the Depositor is required to file Exchange Act reports in respect of the Issuing Entity and (y) on the Distribution Date immediately preceding the date of any release of updated Swap Financial Disclosure by Party A, the Depositor has provided notice to Party A that the “significance percentage” determined under Item 1115 of Regulation AB is equal to or greater than 10% with respect to such Distribution Date, Party A, at its own expense, shall provide or cause to be provided to the Depositor any updated Swap Financial Disclosure with respect to Party A or any entity that consolidates Party A within five (5) Local Business Days of receipt the release of a written request for any such Reg AB Information by updated Swap Financial Disclosure. (v) Party B (A agrees that, in the "Response Period"event that Party A provides Swap Financial Disclosure to the Depositor in accordance with Part 5(e)(iii)(1), so long as or Party B has reasonably determined, in good faith, that such information is required under Regulation AB; provided, however, that if Party A, in good faith, determines that it is unable A causes its affiliate to provide the Reg AB Information within the Response Period, then, subject Swap Financial Disclosure to the Rating Agency ConditionDepositor in accordance with Part 5(e)(iii)(3), or Party A provides or causes to be provided updated Swap Financial Disclosure in accordance with Part 5(e)(iv), Party A will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (vi) The Depositor shall use reasonable efforts to cause be an express third party beneficiary of this Agreement as if it were a Reg AB Approved Entity (as defined below) to replace Party A as party to this Confirmation on terms substantially similar to this Confirmation prior hereto to the expiration extent of the Response PeriodDepositor’s rights explicitly specified in this Part 5(e).

Compliance with Regulation AB. In connection with (i) Party A agrees and acknowledges that Xxxxxxx Xxxxx Mortgage Investors, Inc. (the "Depositor") may be required under Regulation AB, as defined in the Pooling and Servicing Agreement, Party B represents that this Confirmation is a derivative instrument as described in Item 1115 of Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended ("Regulation AB"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A or its group of affiliated entities, if applicable, depending on the applicable aggregate "significance percentage" of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no financial information regarding Party A need be disclosed in accordance with Item 1115 of Regulation AB. (cii) If requiredIt shall be a swap disclosure event ("Swap Disclosure Event") if, on any Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act with respect to the Certificates, Party B or the Depositor requests from Party A shall provide to Party B the applicable financial information described under in Item 1115(b)(11115(b) or (b)(2), as applicable, of Regulation AB (such request to be based on a reasonable determination by the Depositor, based on "Reg AB Information"significance estimates" made in substantially the same manner as that used in the Sponsor's internal risk management process in respect of similar instruments and furnished by the Sponsor to the Depositor, or if the Sponsor does not furnish such significance estimates to the Depositor, based on a determination of such significance estimates by the Depositor in a manner that it deems reasonable) within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response PeriodSwap Financial Disclosure"). (iii) Upon the occurrence of a Swap Disclosure Event, so long as Party B has reasonably determined, in good faith, that such information is required under Regulation AB; provided, however, that if Party A, at its own expense, shall either (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in good faithan XXXXX-compatible format (for example, determines such information may be provided in Microsoft Word(R) or Microsoft Excel(R) format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that it is unable are filed with the Securities and Exchange Commission in the Exchange Act Reports of the Depositor, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Reg AB Information within Exchange Act Reports of the Response PeriodDepositor of such accounting firm's report relating to their audits of such current Swap Financial Disclosure, then, subject and (c) provide to the Rating Agency Condition, Depositor any updated Swap Financial Disclosure with respect to Party A shall use reasonable efforts to cause a Reg AB Approved Entity or any entity that consolidates Party A within five days of the release of any such updated Swap Financial Disclosure; (as defined below2) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation prior Agreement, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds and which entity complies with the requirements of Item 1115 of Regulation AB and clause (1) above, or (3) obtain a guaranty of Party A's obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the expiration Swap Provider. (iv) Party A agrees that, in the event that Party A provides Swap Financial Disclosure to the Depositor in accordance with clause (iii)(1) above or causes its affiliate to provide Swap Financial Disclosure to the Depositor in accordance with clause (iii)(3) above, it will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the Response Periodcircumstances under which they were made, not misleading. (v) Depositor shall be an express third party beneficiary of this Agreement as if a party hereto to the extent of Depositor's rights explicitly specified herein.

Compliance with Regulation AB. In connection with the Pooling (i) Party A agrees and Servicing Agreement, Party B represents acknowledges that this Confirmation Credit Suisse First Boston Mortgage Securities Corp. (CSFBMSC) is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("the Exchange Act) (Regulation AB"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A or its group of affiliated entities, if applicable, depending on the applicable "aggregate “significance percentage" ” of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no financial information regarding Party A need be disclosed in accordance with Item 1115 of Regulation AB. (cii) If requiredIt shall be a swap disclosure event (Swap Disclosure Event) if, on any Business Day during the term of the Transaction, CSFBMSC requests from Party A shall provide to Party B the applicable financial information described under in Item 1115(b)(1) or (b)(2), as applicable, 1115 of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of such request to be based on a written request for such Reg AB Information reasonable determination by Party B (the "Response Period"), so long as Party B has reasonably determinedCSFBMSC, in good faith, that such information is required under Regulation AB; providedAB as a result of the aggregate "significance percentage" exceeding 10%) (the Swap Financial Disclosure). (iii) Upon the occurrence of a Swap Disclosure Event, however, that if Party A, in good faithat its own expense, determines that it is unable shall (a) provide to provide CSFBMSC the Reg AB Information within the Response PeriodSwap Financial Disclosure, then, subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined belowb) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation Agreement and subject to prior notification to the expiration Rating Agencies, provided, that satisfaction of the Response PeriodS&P Ratings Condition shall be required for any transfer of any Transactions under this clause (iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto), which entity (or a guarantor therefor) meets or exceeds the Hedge Counterparty Ratings Requirement and which entity is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB or (c) obtain a guaranty of the Party A’s obligations under this Agreement from an affiliate of the Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable with respect to the Counterparty, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act.

Compliance with Regulation AB. In connection (i) Party A acknowledges that for so long as there are reporting obligations with the Pooling and Servicing Agreement, Party B represents that respect to this Confirmation is a derivative instrument as described in Item 1115 of Transaction under Regulation AB ("Regulation AB") under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Regulation AB1934 Act"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) Depositor is required under Regulation AB AB, to disclose certain financial information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the applicable aggregate "significance percentage" of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B with respect to the Group I Mortgage Loans, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) Subject to the provisions of clause (iii) below, and so long as there are reporting obligations with respect to this Transaction under Regulation AB, if the Depositor determines, reasonably and in good faith, that the aggregate significance percentage of this Agreement and the swap confirmation (reference number D16175038) has increased to nine (9) percent, then the Depositor or Party B may request from Party A (such request, a "Cap Disclosure Request") on a Business Day after the date of such determination the same information set forth in Item 1115(b) of Regulation AB (as discussed such requested information, subject to the last sentence of this paragraph, the "Cap Financial Disclosure") that would have been required if the significance percentage had in the Pooling and Servicing Agreement)fact increased to ten (10) percent. The Depositor or any of its agents shall provide Party A has been advised with the calculations and any other information reasonably requested by Party A with respect to the Sponsor (as defined in Depositor's determination that led to the Pooling and Servicing Agreement) Cap Disclosure Request. The parties hereto further agree that the applicable "significance percentage" of this Confirmation is less than 10%Cap Financial Disclosure provided to meet the Cap Disclosure Request may be, and accordinglysolely at Party A's option, no financial either the information regarding Party A need be disclosed set forth in accordance with Item 1115 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (ciii) If required, Party A shall provide to Party B the applicable financial information described under Item 1115(b)(1) or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response Period"), so So long as Party B has there are reporting obligations with respect to this Transaction under Regulation AB, if the Depositor determines, reasonably determined, and in good faith, that such information is required under Regulation AB; provided, however, that if Party A, in good faith, determines that it is unable to provide the Reg AB Information within the Response Period, then, subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined below) to replace Party A as party to this Confirmation on terms substantially similar to this Confirmation prior to the expiration of the Response Period.aggregate significance

Compliance with Regulation AB. In connection with the Pooling and Servicing Agreement, (i) Party A has been advised by Party B represents that this Confirmation is a derivative instrument as described in Item 1115 of Santander Consumer USA Inc. (the “Sponsor”), and Party B are required under Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended ("“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A depending on the applicable "significance percentage" of this Confirmation, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no A. Such information may include financial information regarding Party A need be disclosed in accordance with to the extent required under Item 1115 of Regulation AB. (cii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b)(11115(b) or (b)(2), as applicable, of Regulation AB (the "“Reg AB Financial Information"”) within five ten (510) Local Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the "“Response Period"”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB; provided, however, . In the event that if Party A, in good faith, determines that it is unable to A does not provide the any such Reg AB Financial Information within by the end of the related Response Period, thenParty A shall promptly, subject but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity”); (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Provider, or (3) transfer Eligible Collateral to Party B’s Custodian in an amount (taking into account any amount posted pursuant to Part 5(b) herein, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Swap Financial Disclosure required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Prospectus Supplement dated August 22, 2007, or in the Prospectus, dated August 6, 2007, each relating to Santander Drive Auto Receivables Trust 2007-2 under the headings “The Swap Counterparty” (the “Prospectus Information”) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (v) (A) Party A shall use reasonable efforts to cause indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Approved Entity (as defined below) to replace Financial Information that Party A as party provides to Party B or the Sponsor pursuant to this Confirmation on terms substantially similar Part 6(n) (the “Party A Information”) or caused by any omission or alleged omission to this Confirmation prior state in the Party A Information a material fact required to be stated therein or necessary to make the expiration of the Response Periodstatements therein not misleading.

Compliance with Regulation AB. In connection with the Pooling (i) Party A agrees and Servicing Agreement, Party B represents acknowledges that this Confirmation Depositor (DEPOSITOR) is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("Regulation the EXCHANGE ACT) (REGULATION AB"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A or its group of affiliated entities, if applicable, depending on the applicable aggregate "significance percentage" of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no financial information regarding Party A need be disclosed in accordance with Item 1115 of Regulation AB. (cii) If requiredIt shall be a swap disclosure event (SWAP DISCLOSURE EVENT) if, on any Business Day during the term of the Transaction, Depositor requests from Party A shall provide to Party B the applicable financial information described under in Item 1115(b)(1) or (b)(2), as applicable, 1115 of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of such request to be based on a written request for such Reg AB Information reasonable determination by Party B (the "Response Period"), so long as Party B has reasonably determinedDepositor, in good faith, that such information is required under Regulation AB; providedAB as a result of the aggregate "significance percentage" exceeding 10%) (the SWAP FINANCIAL DISCLOSURE). (iii) Upon the occurrence of a Swap Disclosure Event, however, that if Party A, in good faithat its own expense, determines that it is unable shall (a) provide to provide Depositor the Reg AB Information within the Response PeriodSwap Financial Disclosure, then, subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined belowb) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation Agreement and subject to prior notification to the expiration Rating Agencies, PROVIDED, that satisfaction of the Response PeriodS&P Ratings Condition shall be required for any transfer of any Transactions under this clause (iii) unless such transfer is in connection with the assignment and assumption of this Agreement by such substitute counterparty without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto), which entity (or a guarantor therefor) meets or exceeds the Hedge Counterparty Ratings Requirement and which entity is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB or (c) obtain a guaranty of the Party A's obligations under this Agreement from an affiliate of the Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable with respect to the Counterparty, and cause such affiliate to provide Swap Financial Disclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act.

Compliance with Regulation AB. In connection with (i) Party A agrees and acknowledges that Citigroup Mortgage Loan Trust, Inc. (the Pooling and Servicing Agreement, Party B represents that this Confirmation “Depositor”) on behalf of the Issuing Entity is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("the “Exchange Act”) (“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A or its group of affiliated entities, if applicable, depending on the applicable "aggregate “significance percentage" ” of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB AB. In addition, for so long as the Depositor is required to file a Form 10-K in respect of the related transaction (as discussed which the parties hereto may assume shall be for the period covering the calendar year following the Closing Date, unless otherwise notified in writing by the Pooling and Servicing AgreementDepositor). , Party A, at its own expense, shall no later than the 25th calendar day of each month, notify the Depositor in writing of any known material affiliations or relationships that develop following the Closing Date between Party A has been advised and any of the (x) the Sponsor, the Depositor or the Issuing Entity, if this Agreement is transferred by Party A to another entity and (y) any originator, servicer, trustee or bond administrator or other transaction party, each as identified by the Sponsor (as defined Depositor to Party A in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%writing, and accordinglyprovide to the Depositor a description of such affiliations or relations. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, no on any Local Business Day after the date hereof for so long as the Issuing Entity is required to file periodic reports under the Exchange Act, the Depositor requests from Party A the certain financial information regarding Party A need be disclosed described in accordance with Item 1115 of Regulation AB. (c) If required, Party A shall provide including, but not limited to Party B the applicable A’s financial information data as described under in Item 1115(b)(1) or (b)(2), of Regulation AB and financial statements as applicable, described in Item 1115(b)(2) of Regulation AB (the "Reg “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, Party A, within ten (10) calendar days and at its own expense, shall (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an EXXXX-compatible format (for example, such information may be provided in Microsoft Word® format, Microsoft Excel® format or any other format suitable for conversion to the EXXXX format, but not in .pdf format) or (ii) if permitted by Regulation AB, provide written consent to the Depositor to incorporate by reference such current Swap Financial Disclosure that are filed with the Securities and Exchange Commission in the Exchange Act Reports of the Issuing Entity, and (b) if the Swap Financial Disclosure has been audited, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of the Issuing Entity of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure; (2) secure another entity to replace Party A by way of a Permitted Transfer, either as party to this Agreement or by entering into a replacement derivative agreement, on terms substantially in the form of this Agreement, subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) satisfies the Rating Agency Condition with respect to S&P and which entity is able to comply with the requirements of Item 1115 of Regulation AB; (3) only if sufficient to satisfy the requirements of Item 1115 of Regulation AB Information"that are applicable to the Derivative Provider, as evidenced by an opinion of counsel at the expense of Party A and that is reasonably acceptable to the Depositor, or as determined by the Depositor in its sole discretion if this Agreement is transferred by Party A to another entity subject to the Rating Agency Condition with respect to S&P, obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB and this Agreement, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to the Swap Provider, and cause such affiliate to provide Swap Financial Disclosure; or (4) only if sufficient to satisfy the requirements of Item 1115 of Regulation AB that are applicable to the Derivative Provider, as evidenced by an opinion of counsel at the expense of Party A and that is reasonably acceptable to the Depositor, or as determined by the Depositor in its sole discretion if this Agreement is transferred by Party A to another entity, post collateral in an amount sufficient to reduce the “significance percentage” for purposes of Item 1115 of Regulation AB with respect to any Derivative Agreement relating to such Securitization, calculated separately or in the aggregate with other Derivative Agreements for such Securitization (a) to 10% if the Depositor has notified the Derivative Provider that the “significance percentage” is 10% or more (but less than 20%) or (b) to 20% if the Depositor has notified the Derivative Provider that the “significance percentage” is 20% or more. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. (iv) If Party A provides Swap Financial Disclosure to the Depositor pursuant to Part 5(e)(iii)(1) or causes its affiliate to provide Swap Financial Disclosure to the Depositor pursuant to Part 5(e)(iii)(3), then for so long as (x) the Depositor is required to file Exchange Act reports in respect of the Issuing Entity and (y) on the Distribution Date immediately preceding the date of any release of updated Swap Financial Disclosure by Party A, the Depositor has provided notice to Party A that the “significance percentage” determined under Item 1115 of Regulation AB is equal to or greater than 10% with respect to such Distribution Date, Party A, at its own expense, shall provide or cause to be provided to the Depositor any updated Swap Financial Disclosure with respect to Party A or any entity that consolidates Party A within five (5) Local Business Days of receipt the release of any such updated Swap Financial Disclosure. (v) The Depositor shall be an express third party beneficiary of this Agreement as if it were a written request for such Reg AB Information by Party B (the "Response Period"), so long as Party B has reasonably determined, in good faith, that such information is required under Regulation AB; provided, however, that if Party A, in good faith, determines that it is unable to provide the Reg AB Information within the Response Period, then, subject party hereto to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined below) to replace Party A as party to this Confirmation on terms substantially similar to this Confirmation prior to the expiration extent of the Response PeriodDepositor’s rights explicitly specified in this Part 5(e).

Compliance with Regulation AB. In connection with the Pooling and Servicing Agreement, (i) Party A has been advised by Party B represents that this Confirmation is a derivative instrument as described in Item 1115 of CarMax Business Services, LLC. (the “Sponsor”) and Party B are required under Regulation AB under of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended ("“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A depending on the applicable "significance percentage" of this Confirmation, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no A. Such information may include financial information regarding Party A need be disclosed in accordance with to the extent required under Item 1115 of Regulation AB. (cii) If required, upon written request, Party A shall provide to Party B or the Sponsor the applicable financial information described under Item 1115(b)(11115(b) or (b)(2), as applicable, of Regulation AB (the "“Reg AB Financial Information"”) within five ten (510) Local Business Days of receipt of a written request for such Reg AB Financial Information by the Sponsor or Party B (the "“Response Period"”), so long as the Sponsor or Party B has reasonably determined, in good faith, that such information is required under Regulation AB. In the event that Party A does not provide any such Reg AB Financial Information by the end of the related Response Period, Party A shall promptly, but in no event later than ten (10) Local Business Days following the end of such Response Period shall either, at Party A’s own expense (1) find a replacement counterparty that (A) has the ability to provide its applicable Reg AB Financial Information, (B) satisfies the Rating Agency Condition, (C) is acceptable to Party B and the Insurer and (D) enters into an agreement with Party B substantially in the form of this Agreement (such replacement counterparty, a “Reg AB Approved Entity” and Approved Entity; (2) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the financial information disclosure requirements of Item 1115 of Regulation AB, and cause such affiliate to provide Reg AB Financial Information and any future Reg AB Financial Information and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Swap Counterparty, or (3) transfer Eligible Collateral under the Credit Support Annex to Party B’s Custodian in an amount (taking into account any amount posted pursuant to Part 5(b) herein, if any) which is sufficient, as reasonably determined in good faith by the Sponsor, to reduce the aggregate significance percentage below 10% (or, so long as Party A is able to provide the Reg AB Financial Information required pursuant to Item 1115(b)(1) of Regulation AB, below 20%, in the event Party A is requested to provide the Reg AB Financial Information required pursuant to Item 1115(b)(2) of Regulation AB). (iii) If Party B or the Sponsor request (in writing) the Reg AB Financial Information from Party A, then the Sponsor or Party B will promptly (and in any event within one (1) Business Day of the date of the request for the Reg AB Financial Information) provide Party A with a written explanation of how the significance percentage was calculated. (iv) Party A represents and warrants that the statements appearing in the Preliminary Prospectus Supplement, dated January 7, 2008 under the heading “The Swap Counterparty—Bank of America, N.A.” or in the Prospectus Supplement, dated January 10, 2008 under the heading “The Swap Counterparty” (the “Prospectus Information”), each such prospectus supplement relating to CarMax Auto Owner Trust 2008-1, are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (A) Party A shall indemnify and hold harmless Party B, the Sponsor, their respective directors or officers and any person controlling Party B or the Sponsor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Information or in any Reg AB Financial Information that Party A provides to Party B or the Sponsor pursuant to this Part 6(m) (the “Party A Information”) or caused by any omission or alleged omission to state in the Party A Information a material fact required to be stated therein or necessary to make the statements therein not misleading. (B) The Sponsor shall indemnify and hold harmless Party A, its respective directors or officers and any person controlling Party A, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) or the Prospectus Supplement referred to in clause (iv) above (together with the accompanying base Prospectus) (collectively, the “Prospectus Disclosure”) or caused by any omission or alleged omission to state in the Prospectus Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement in or omission or alleged omission made in any such Prospectus Disclosure in the Party A Information. (vi) Promptly after the indemnified party under Part 6(m)(v) receives notice of the commencement of any such action, the indemnified party will, if Party Aa claim in respect thereof is to be made pursuant to Part 6(m)(v), promptly notify the indemnifying party in good faithwriting of the commencement thereof. In case any such action is brought against the indemnified party, determines and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is unable advisable for such indemnified party to provide the Reg AB Information within the Response Periodemploy separate counsel, then, subject (ii) a conflict or potential conflict exists (based on advice of counsel to the Rating Agency Conditionindemnified party) between the indemnified party and the indemnifying party, Party A (iii) the indemnifying party shall use reasonable efforts not have employed counsel reasonably satisfactory to cause a Reg AB Approved Entity (as defined below) to replace Party A as the indemnified party to this Confirmation on terms substantially similar represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to this Confirmation employ separate counsel at the expense of the indemnifying party. The indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the expiration entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. No indemnified party will settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder without the consent of the Response Periodindemnifying party, which consent shall not be unreasonably withheld.

Compliance with Regulation AB. In connection with the Pooling and Servicing Agreement, Party B represents that this Confirmation is a derivative instrument as described in Item 1115 of Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended ("Regulation AB"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information regarding Party A depending on the applicable "significance percentage" of this Confirmation, as calculated from time to time in accordance with Item 1115 of Regulation AB (as discussed in the Pooling and Servicing Agreement). Party A has been advised by the Sponsor (as defined in the Pooling and Servicing Agreement) that the applicable "significance percentage" of this Confirmation is less than 10%, and accordingly, no financial information regarding Party A need be disclosed in accordance with Item 1115 of Regulation AB. (c) If required, Party A shall provide to Party B the applicable financial information described under Item 1115(b)(1) or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five fifteen (515) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response Period"), so long as Party B has reasonably determined, in good faith, that such information is required under Regulation AB; provided, however, that if Party A, in good faith, determines that it is unable to provide the Reg AB Information within the Response Period, then, subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined below) to replace Party A as party to this Confirmation on terms substantially similar to this Confirmation prior to the expiration of the Response Period.

Compliance with Regulation AB. In connection (i) Party A acknowledges that for so long as there are reporting obligations with respect to this Transaction under Regulation AB, the Pooling and Servicing AgreementDepositor, Party B represents that this Confirmation acting on behalf of the Credit Suisse Commercial Mortgage Trust 2007-C2 (the Issuing Entity), is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("Regulation AB"), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the applicable aggregate "significance percentage" of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) So long as there are reporting obligations with respect to this Transaction under Regulation AB, if the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent or more, then the Depositor may request on a Business Day on or after the date of such determination from Party A the same information set forth in Item 1115(b)(1) of Regulation AB that would have been required if the significance percentage had in fact increased to ten (as discussed in 10) percent, along with any necessary auditors' consent (such request, a 10% Swap Disclosure Request and such requested information, subject to the Pooling and Servicing Agreementlast sentence of this paragraph, is the 10% Swap Financial Disclosure). Party B or the Depositor shall provide Party A has been advised with the calculations and any other information reasonably requested by Party A with respect to the Sponsor (as defined in Depositor's determination that led to the Pooling and Servicing Agreement) 10% Swap Disclosure Request. The parties hereto further agree that the applicable "significance percentage" of this Confirmation is less than 10%% Swap Financial Disclosure provided to meet the 10% Swap Disclosure Request may be, and accordinglysolely at Party A's option, no financial either the information regarding Party A need be disclosed set forth in accordance with Item 1115 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (ciii) If required, Party A shall provide to Party B the applicable financial information described under Item 1115(b)(1) or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response Period"), so So long as Party B has reasonably determined, in good faith, that such information is required there are reporting obligations with respect to this Transaction under Regulation AB; provided, howeverupon the occurrence of a 10% Swap Disclosure Request, that if Party A, in good faithat its own expense, determines that it is unable to shall (i) provide the Reg AB Information within Depositor with the Response Period10% Swap Financial Disclosure, then, subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined belowii) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation prior Agreement which entity is able to (A) provide the 10% Swap Financial Disclosure and (B) provide an indemnity to the expiration Depositor, reasonably satisfactory to the Depositor, in relation to the 10% Swap Financial Disclosure or (iii) obtain a guaranty of Party A's obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 10% Swap Financial Disclosure, such that disclosure provided in respect of the Response Periodaffiliate will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 10% Swap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 10% Swap Financial Disclosure. If permitted by Regulation AB, any required 10% Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act. (iv) So long as there are reporting obligations with respect to this Transaction under Regulation AB, as amended, if the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nineteen (19) percent or more, then the Depositor may request on a Business Day on or after the date of such determination from Party A the same information set forth in Item 1115(b)(2) of Regulation AB that would have been required if the significance percentage had in fact increased to twenty (20) percent, along with any necessary auditors consent (such request, a 20% Swap Disclosure Request and such requested information is the 20% Swap Financial Disclosure). Party B or the Depositor shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor's determination that led to the 20% Swap Disclosure Request. (v) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 20% Swap Disclosure Request, Party A, at its own expense, shall (i) provide the Depositor with the 20% Swap Financial Disclosure, (ii) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to (A) provide the 20% Swap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 20% Swap Financial Disclosure or (iii) obtain a guaranty of Party A's obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 20% Swap Financial Disclosure, such that disclosure provided in respect of the affiliate will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 20% Swap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 20% Swap Financial Disclosure. If permitted by Regulation AB, any required 20% Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act.

Compliance with Regulation AB. In connection (i) Party A acknowledges that for so long as there are reporting obligations with respect to this Transaction under Regulation AB, the Pooling and Servicing AgreementDepositor, Party B represents that this Confirmation acting on behalf of the CSAB Mortgage-Backed Trust 2006-4 (the “Issuing Entity”), is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the applicable "aggregate “significance percentage" ” of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent or more, then the Depositor may request on a Business Day on or after the date of such determination from Party A the same information set forth in Item 1115(b)(1) of Regulation AB that would have been required if the significance percentage had in fact increased to ten (as discussed in 10) percent, along with any necessary auditors’ consent (such request, a “10% Cap Disclosure Request” and such requested information, subject to the Pooling and Servicing Agreementlast sentence of this paragraph, is the “10% Cap Financial Disclosure”). Party B or the Depositor shall provide Party A has been advised with the calculations and any other information reasonably requested by Party A with respect to the Sponsor (as defined in Depositor’s determination that led to the Pooling and Servicing Agreement) 10% Cap Disclosure Request. The parties hereto further agree that the applicable "significance percentage" of this Confirmation is less than 10%% Cap Financial Disclosure provided to meet the 10% Cap Disclosure Request may be, and accordinglysolely at Party A’s option, no financial either the information regarding Party A need be disclosed set forth in accordance with Item 1115 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (ciii) If required, Party A shall provide to Party B the applicable financial information described under Item 1115(b)(1) or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response Period"), so So long as Party B has reasonably determined, in good faith, that such information is required there are reporting obligations with respect to this Transaction under Regulation AB; provided, howeverupon the occurrence of a 10% Cap Disclosure Request, that if Party A, in good faithat its own expense, determines that it is unable to shall (i) provide the Reg AB Information within Depositor with the Response Period10% Cap Financial Disclosure, then, subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined belowii) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation prior Agreement which entity is able to (A) provide the 10% Cap Financial Disclosure and (B) provide an indemnity to the expiration Depositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure or (iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 10% Cap Financial Disclosure, such that disclosure provided in respect of the Response Periodaffiliate will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 10% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure. If permitted by Regulation AB, any required 10% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act. (iv) If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nineteen (19) percent or more, then the Depositor may request on a Business Day on or after the date of such determination from Party A the same information set forth in Item 1115(b)(2) of Regulation AB that would have been required if the significance percentage had in fact increased to twenty (20) percent, along with any necessary auditors consent (such request, a “20% Cap Disclosure Request” and such requested information is the “20% Cap Financial Disclosure”). Party B or the Depositor shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the 20% Cap Disclosure Request. (v) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 20% Cap Disclosure Request, Party A, at its own expense, shall (i) provide the Depositor with the 20% Cap Financial Disclosure, (ii) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to (A) provide the 20% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 20% Cap Financial Disclosure or (iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 20% Cap Financial Disclosure, such that disclosure provided in respect of the affiliate will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 20% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 20% Cap Financial Disclosure. If permitted by Regulation AB, any required 20% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act.

Compliance with Regulation AB. In connection (i) Party A acknowledges that for so long as there are reporting obligations with respect to this Transaction under Regulation AB, the Pooling and Servicing AgreementDepositor, Party B represents that this Confirmation acting on behalf of the CSAB Mortgage-Backed Trust 2006-3 (the “Issuing Entity”), is a derivative instrument as described in Item 1115 of required under Regulation AB under the Securities Act of 1933 1933, as amended, and the Securities Exchange Act of 1934, as amended ("“Regulation AB"”), and not a credit support contract described in Item 1114 of Regulation AB. (a) In accordance with Regulation AB, Party A represents that: (i) the name of the derivative counterparty is Bank of America, N.A.; (ii) the organizational form of the derivative counterparty is a national banking association organized under the laws of the United States; and (iii) the general character of the business of the derivative counterparty is to be engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. (b) Party A has been advised that Party B (and/or certain affiliates of Party B) is required under Regulation AB to disclose certain financial information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the applicable "aggregate “significance percentage" ” of this ConfirmationAgreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nine (9) percent or more, then the Depositor may request on a Business Day on or after the date of such determination from Party A the same information set forth in Item 1115(b)(1) of Regulation AB that would have been required if the significance percentage had in fact increased to ten (as discussed in 10) percent, along with any necessary auditors’ consent (such request, a “10% Cap Disclosure Request” and such requested information, subject to the Pooling and Servicing Agreementlast sentence of this paragraph, is the “10% Cap Financial Disclosure”). Party B or the Depositor shall provide Party A has been advised with the calculations and any other information reasonably requested by Party A with respect to the Sponsor (as defined in Depositor’s determination that led to the Pooling and Servicing Agreement) 10% Cap Disclosure Request. The parties hereto further agree that the applicable "significance percentage" of this Confirmation is less than 10%% Cap Financial Disclosure provided to meet the 10% Cap Disclosure Request may be, and accordinglysolely at Party A’s option, no financial either the information regarding Party A need be disclosed set forth in accordance with Item 1115 1115(b)(1) or Item 1115(b)(2) of Regulation AB. (ciii) If required, Party A shall provide to Party B the applicable financial information described under Item 1115(b)(1) or (b)(2), as applicable, of Regulation AB (the "Reg AB Information") within five (5) Local Business Days of receipt of a written request for such Reg AB Information by Party B (the "Response Period"), so So long as Party B has reasonably determined, in good faith, that such information is required there are reporting obligations with respect to this Transaction under Regulation AB; provided, howeverupon the occurrence of a 10% Cap Disclosure Request, that if Party A, in good faithat its own expense, determines that it is unable to shall (i) provide the Reg AB Information within Depositor with the Response Period10% Cap Financial Disclosure, then, subject to the Rating Agency Condition, Party A shall use reasonable efforts to cause a Reg AB Approved Entity (as defined belowii) secure another entity to replace Party A as party to this Confirmation Agreement on terms substantially similar to this Confirmation prior Agreement which entity is able to (A) provide the 10% Cap Financial Disclosure and (B) provide an indemnity to the expiration Depositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure or (iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 10% Cap Financial Disclosure, such that disclosure provided in respect of the Response Periodaffiliate will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 10% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 10% Cap Financial Disclosure. If permitted by Regulation AB, any required 10% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act. (iv) If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to nineteen (19) percent or more, then the Depositor may request on a Business Day on or after the date of such determination from Party A the same information set forth in Item 1115(b)(2) of Regulation AB that would have been required if the significance percentage had in fact increased to twenty (20) percent, along with any necessary auditors consent (such request, a “20% Cap Disclosure Request” and such requested information is the “20% Cap Financial Disclosure”). Party B or the Depositor shall provide Party A with the calculations and any other information reasonably requested by Party A with respect to the Depositor’s determination that led to the 20% Cap Disclosure Request. (v) So long as there are reporting obligations with respect to this Transaction under Regulation AB, upon the occurrence of a 20% Cap Disclosure Request, Party A, at its own expense, shall (i) provide the Depositor with the 20% Cap Financial Disclosure, (ii) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to (A) provide the 20% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 20% Cap Financial Disclosure or (iii) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to (A) provide the 20% Cap Financial Disclosure, such that disclosure provided in respect of the affiliate will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide 20% Cap Financial Disclosure and (B) provide an indemnity to the Depositor, reasonably satisfactory to the Depositor, in relation to the 20% Cap Financial Disclosure. If permitted by Regulation AB, any required 20% Cap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Securities Exchange Act.