Common use of Determination of LIBOR Clause in Contracts

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Interest Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Interest Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Interest Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date Date, or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) Rates applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBORLIBO" on the Bloomberg Financial Markets Commodities NewsReuters Monitor Money Rates Service. (c) Within five Business Days of the Trustee's calculation of the Certificate Interest Rates of the LIBOR Certificates, the Trustee shall furnish to the Company by telecopy (or by such other means as the Trustee and the Company may agree from time to time) such Certificate Interest Rates. (d) The Trustee shall provide to Certificateholders who inquire of it by telephone the Certificate Interest Rates of the LIBOR Certificates for the current and immediately preceding Interest Accrual Period. (e) As used herein, "Reference Banks" shall mean no more than four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Reuters Screen LIBOR Index LIBO Page" (as described in the definition of LIBORLIBOR hereof) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor Trustee and are able and willing to provide such quotations to the Depositor Trustee on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Reuters Screen LIBOR Index LIBO Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Trustee, after consultation with the Company, shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Bridge Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) . The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (212) 815-7162 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If On each Interest Determination Date, the outstanding Securities Administrator will determine One-Month LIBOR and the related Pass-Through Rate for each Class of LIBOR Certificates include for the next Accrual Period. In the event that on any LIBOR CertificatesInterest Determination Date, Telerate Screen 3750 fails to indicate the London interbank offered rate for one-month United States dollar deposits, then on each One-Month LIBOR Determination Date for the Trustee shall determine LIBOR on Certificates for the basis of related Accrual Period will be established by the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date Securities Administrator as follows: (ia) If on any LIBOR such Interest Determination Date two or more of the Reference Banks provide such offered quotations, One-Month LIBOR for the next related Accrual Period will shall be the arithmetic mean of such offered quotations (rounding such arithmetic mean rounded upwards if necessary to the nearest five decimal placeswhole multiple of 0.0625%);. (iib) If on any LIBOR such Interest Determination Date only one or none of the fewer than two Reference Banks provides provide such offered quotations, One-Month LIBOR for the next related Accrual Period will shall be whichever is the higher of (x) One-Month LIBOR as determined on the previous LIBOR Interest Determination Date or and (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (bc) If no such quotations can be obtained and no Reference Bank rate is available, One-Month LIBOR will be the One-Month LIBOR rate applicable to the preceding Accrual Period. The establishment of One-Month LIBOR by the Trustee Securities Administrator on any Interest Determination Date and the Trustee's subsequent Securities Administrator’s calculation of the Certificate Interest Pass-Through Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, The Securities Administrator will supply to any Certificateholder so requesting by telephone the Trustee may conclusively rely Pass-Through Rate on quotations of the LIBOR Certificates for the Reference Banks as such quotations appear on current and the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newsimmediately preceding Accrual Period. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR CertificatesCertificates or consist of any LIBOR Components, then on each LIBOR Determination Date the Trustee shall determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee Master Servicer determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate or Component Interest Rate (or Rates) applicable to the LIBOR Certificates and LIBOR Components for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBORLIUS01M" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR LIUS01M Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR LIUS01M Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Bridge Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) % per annum. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Moneyline Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 1.12%. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (301) 815-6600 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) On each Interest Determination Date, the calculation agent will determine LIBOR as follows: · If "LIBOR Telerate" is specified on the face of this Note, LIBOR will be the rate for deposits in the LIBOR currency having the Index Maturity described on the face of this Note on the applicable Interest Determination Date, as such rate appears on the designated LIBOR page as of 11:00 A.M., London time, on that Interest Determination Date. · If "LIBOR Reuters" is described on the face of this Note, LIBOR will be the average of the offered rates for deposits in the LIBOR currency having the Index Maturity described on the face of this Note on the applicable Interest Determination Date, as such rates appear on the designated LIBOR page of 11:00 A.M., London time, on that Interest Determination Date, if at least two such offered rates appear on the designated LIBOR page. If the outstanding Certificates include face of the Note does not specify "LIBOR Telerate" or LIBOR Reuters," the LIBOR Rate will be LIBOR Telerate. In addition, if the designated LIBOR page by its terms provides only for a single rate, that single rate will be used regardless of the foregoing provisions requiring more than one rate. On any LIBOR Certificates, then on each LIBOR Interest Determination Date on which fewer than the Trustee shall required number of applicable rates appear or no rate appears on the applicable designated LIBOR page, the calculation agent will determine LIBOR as follows: · LIBOR will be determined on the basis of the offered rates at which deposits in the LIBOR quotations currency having the Index Maturity described on the face of this note on the Reference Banks as of 11:00 a.m. London time on such LIBOR Interest Determination Date as follows: (i) If on any LIBOR Determination Date two or more and in a principal amount that is representative of the Reference Banks provide such a single transaction in that market at that time are offered quotations, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading four major banks in the London interbank market or (B) at approximately 11:00 A.M., London time, on the Interest Determination Date to prime banks in the event London interbank market. The calculation agent will select the four banks and request the principal London office of each of those banks to provide a quotation of its rate. If at least two quotations are provided, LIBOR for that Interest Determination Date will be the Trustee can determine no such arithmetic meanaverage of those quotations. · If fewer than two quotations are provided as mentioned above, LIBOR will be the lowest one-month Eurodollar lending rate average of the rates quoted by three major banks in the Principal Financial Center selected by the calculation agent at approximately 11:00 A.M., in the Principal Financial Center, on the Interest Determination Date for loans to leading European banks in the LIBOR currency having the Index Maturity designated on the face of this note on the Interest Determination Date and in a principal amount that is representative for a single transaction in that market at that time. The calculation agent will select the New York City three banks referred to above. · If fewer than three banks selected by the Depositor calculation agent are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) as mentioned above, LIBOR for the next Accrual Period will be remain LIBOR as determined then in effect on the previous Interest Determination Date. "Principal Financial Center" is generally the capital city of the country of the specified LIBOR Determination Date orCurrency; however, for U.S. dollars, Australian dollars, Canadian dollars, Deutsche marks, Italian lire and Swiss francs, the "Principal Financial Center" is New York, Sydney and (solely in the case of the first LIBOR Determination Datespecified currency) Melbourne, the Initial LIBOR RateToronto, Frankfurt, Milan and Zurich, respectively. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Moneyline Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 1.09%. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (301) 815-6600 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include Interest Rate Basis specified above is LIBOR, the interest rate with respect to this Note will be LIBOR plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified above. “LIBOR” will be determined by the Calculation Agent in accordance with the following provisions: With respect to any Interest Determination Date, LIBOR Certificates, then means: (i) the rate for deposits in the Designated LIBOR Currency (as defined below) having the Index Maturity specified above commencing on each LIBOR the Interest Reset Date immediately following such Interest Determination Date the Trustee shall determine LIBOR that appears on the basis of the offered Designated LIBOR quotations of the Reference Banks Page (as defined below) as of 11:00 a.m. A.M., London time time, on such LIBOR that Interest Determination Date as follows: Date, or (ii) if the rate referred to in clause (i) If does not appear on any the Designated LIBOR Page, the Calculation Agent shall request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in the Designated LIBOR Currency for the period of the Index Maturity specified above, commencing on the Interest Reset Date immediately following such Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on such Interest Determination Date and in a principal amount that is representative for a single transaction in such Designated LIBOR Currency in that market at that time. If at least two or more of the Reference Banks provide such offered quotationsquotations are provided, then LIBOR for the next Accrual Period on such Interest Determination Date will be the arithmetic mean of such offered quotations (rounding and calculated by the Calculation Agent. If fewer than two such arithmetic mean if necessary to the nearest five decimal places); (ii) If quotations are provided, then LIBOR on any LIBOR such Interest Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to calculated by the nearest five decimal places) Calculation Agent of the one-month Eurodollar lending rates that New York City quoted at approximately 11:00 A.M., in the applicable Principal Financial Center (as defined below), on such Interest Determination Date by three major banks (which may include the agents or their affiliates) in such Principal Financial Center selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks Calculation Agent for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such Designated LIBOR Determination Date Currency to leading European banks; and , having the Index Maturity specified above commencing on the Interest Reset Date immediately following the applicable Interest Determination Date, and in a principal amount that is representative for a single transaction in such Designated LIBOR Currency in such market at such time, or (iii) If on any LIBOR Determination Date if the Trustee is required but is unable to determine banks so selected by the Reserve Interest Rate Calculation Agent are not quoting as mentioned in the manner provided in paragraph clause (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) effect on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Interest Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Moneyline Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate3.67%. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that system, LIBOR quotations for that Interest Period will be the rate per annum shown on page “LIBOR01” of the Reuters Monitor Money Rates Service or such other page as may replace the “LIBOR01” page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for the period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more quotations are provided, the rate for that Interest Period shall be the arithmetic mean of the Reference Banks provide such offered quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for the next Accrual that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of rates quoted by major banks in New York City, selected by the Reference Banks provides such offered quotationsServicer, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks that day for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date United States dollars to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR banks for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case a period of the first LIBOR Determination Date, the Initial LIBOR RateDesignated Maturity. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class A Note Interest Rate (or Rates) applicable to the LIBOR Certificates then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at its corporate trust office at (000) 000-0000 or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Indenture Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newsto each Series 2011-1 Noteholder from time to time. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Indenture Trustee shall use its best efforts send to designate alternate Reference Banksthe Issuer by facsimile transmission, notification of LIBOR for the following Interest Period.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers’ Association (“BBA”) “Interest Settlement Rate” for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, “Telerate page 3750” means the display designated as page 3750 on the Bridge Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "“Reserve Interest Rate" ” will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) % per annum. The establishment of LIBOR by the Trustee and the Trustee's ’s subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Bridge Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 1.78% per annum. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (212) 815-7162 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR quotations for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided, that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationsquotations are provided, LIBOR for that Interest Period shall be the next Accrual arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of rates quoted by major banks in New York City, selected by the Reference Banks provides such offered quotationsMaster Servicer, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks that day for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date United States dollars to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR banks for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case period of the first LIBOR Determination Date, the Initial LIBOR RateDesignated Maturity. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class A Note Interest Rate, Class B Note Interest Rate (or Rates) and Class C Note Interest Rate applicable to the LIBOR Certificates then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at 200-000-0000 or such other telephone number as shall be designated by the Indenture Trustee for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newspurpose by prior written notice to each Series 2013-1 Noteholder from time to time. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Indenture Trustee shall use its best efforts send to designate alternate Reference Banksthe Issuer, by facsimile transmission, notification of LIBOR for the following Interest Period.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR quotations for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided, that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationsquotations are provided, LIBOR for that Interest Period shall be the next Accrual arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of rates quoted by major banks in New York City, selected by the Reference Banks provides such offered quotationsMaster Servicer, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks that day for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date United States dollars to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR banks for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case period of the first LIBOR Determination Date, the Initial LIBOR RateDesignated Maturity. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class A Note Interest Rate, Class B Note Interest Rate (or Rates) and Class C Note Interest Rate applicable to the LIBOR Certificates then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at 000-000-0000 or such other telephone number as shall be designated by the Indenture Trustee for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newspurpose by prior written notice to each Series 2011-1 Noteholder from time to time. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Indenture Trustee shall use its best efforts send to designate alternate Reference Banksthe Issuer, by facsimile transmission, notification of LIBOR for the following Interest Period.

Determination of LIBOR. (a) If LIBOR applicable to the outstanding calculation of the Pass-Through Rate on the LIBOR Certificates include for any Interest Accrual Period will be determined as of each LIBOR CertificatesRate Adjustment Date. On each LIBOR Rate Adjustment Date, or if such LIBOR Rate Adjustment Date is not a Business Day, then on each the next succeeding Business Day, LIBOR Determination Date shall be established by the Trustee and, as to any Interest Accrual Period, will equal the rate for United States dollar deposits for one month which appears on the Reuters Screen LIBOR01 page as of 11:00 a.m., London time, on the second LIBOR Business Day prior to the first day of that Interest Accrual Period, or the LIBOR Rate Adjustment Date. Reuters Screen LIBOR01 page means the display designated as page LIBOR01 on the Reuters Screen or any other page as may replace LIBOR01 page on that service for the purpose of displaying London interbank offered rates of major banks. If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, LIBOR shall determine be so established by use of such other service for displaying LIBOR or comparable rates as may be selected by the Trustee after consultation with the Master Servicer), the rate will be the Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in U.S. Dollars are offered LIBOR quotations of by the Reference Banks reference banks (which shall be any three major banks that are engaged in transactions in the London interbank market, selected by the Trustee after consultation with the Master Servicer) as of 11:00 a.m. a.m., London time time, on such the LIBOR Determination Rate Adjustment Date as follows: (i) If on any LIBOR Determination Date two or more to prime banks in the London interbank market for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of the Reference Banks LIBOR Certificates then outstanding. The Trustee will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two such offered quotationsquotations are provided, LIBOR for the next Accrual Period rate will be the arithmetic mean of such offered the quotations (rounding such arithmetic mean if necessary rounded up to the nearest five decimal places); (ii) next multiple of 1/16%. If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotationsdate fewer than two quotations are provided as requested, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to will be the arithmetic mean (rounding of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, as of 11:00 a.m., New York City time, on such arithmetic mean if necessary date for loans in U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the nearest five decimal places) aggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date; provided however, if, under the priorities described above, LIBOR for a Distribution Date would be based on LIBOR for the previous Distribution Date for the third consecutive Distribution Date, the Trustee, after consultation with the Master Servicer, shall select an alternative comparable index (over which the Trustee has no control), used for determining one-month Eurodollar lending rates that New York City banks selected is calculated and published (or otherwise made available) by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) an independent party. The establishment of LIBOR by the Trustee and the TrusteeMaster Servicer on any LIBOR Rate Adjustment Date and the Master Servicer's subsequent calculation of the Certificate Interest Pass-Through Rate (or Rates) applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. In all casesPromptly following each LIBOR Rate Adjustment Date the Trustee shall supply the Master Servicer with the results of its determination of LIBOR on such date. Furthermore, the Trustee may conclusively rely will supply to any Certificateholder so requesting by telephone by calling (000) 000-0000 the Pass-Through Rate on quotations of the LIBOR Certificates for the Reference Banks current and the immediately preceding Interest Accrual Period. Notwithstanding the foregoing, for the purpose of determining the amount of any payment to be made under the Swap Agreement, LIBOR will be calculated as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits provided in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference BanksSwap Agreement.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on each LIBOR Determination Date the Trustee Securities Administrator shall determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee Securities Administrator determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee Securities Administrator can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee Securities Administrator is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee Securities Administrator and the TrusteeSecurities Administrator's subsequent calculation of the Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee Securities Administrator may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding ---------------------- Certificates include any LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Interest Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Interest Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Interest Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date Date, or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) Rates applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBORLIUS01M" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR LIUS01M Index Page" (as described in the definition of LIBORLIBOR hereof) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor Trustee and are able and willing to provide such quotations to the Depositor Trustee on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR LIUS01M Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Trustee shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a one-month period, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR quotations for that Interest Period will be the rate per annum shown on Reuters page LIBOR 01 or any successor page as the composite offered rate for London interbank deposits for a one-month period, as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which U.S. dollar deposits for a one-month period are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided, that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a one-month period. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationsquotations are provided, LIBOR for that Interest Period shall be the next Accrual arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary the rates quoted by major banks in New York City, selected by the Master Servicer, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR leading European banks for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the a one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rateperiod. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class A Note Interest Rate, Class B Note Interest Rate (or Rates) and Class C Note Interest Rate applicable to the LIBOR Certificates then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at (000) 000-0000 or such other telephone number as shall be designated by the Indenture Trustee for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newspurpose by prior written notice to each Series 2007-2 Noteholder from time to time. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Indenture Trustee shall use its best efforts send to designate alternate Reference Banksthe Issuer, by facsimile transmission, notification of LIBOR for the following Interest Period.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date Rate Adjustment Date, the Trustee shall determine LIBOR for the Interest Accrual Period related to the next Distribution Date. As to any Interest Accrual Period, other than the first Interest Accrual Period, LIBOR will equal the rate for United States dollar deposits for one month which appears on the basis Telerate Screen Page 3750 of the offered LIBOR quotations of the Reference Banks Telerate Capital Markets Report as of 11:00 a.m. A.M., London time time, on the related LIBOR Rate Adjustment Date. If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, such other service for displaying LIBOR Determination Date or comparable rates as follows: (i) If on any LIBOR Determination Date two or more may be selected by the Trustee after consultation with the Servicer), the rate will be the Reference Bank Rate. The Trustee will request the principal London office of each of the Reference Banks reference banks to provide a quotation of its rate. If at least two such offered quotationsquotations are provided, LIBOR for the next Accrual Period rate will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) quotations. If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotationsdate fewer than two quotations are provided as requested, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to will be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Servicer, as of 11:00 A.M., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks such date for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date U.S. Dollars to leading European banks; and (iii) banks for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of the Variable Rate Certificates then outstanding. If on any LIBOR Determination Date no such quotations can be obtained, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, rate will be LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date prior Distribution Date, or, in the case of the first LIBOR Determination Rate Adjustment Date, 2.04%; provided, however, if, under the priorities described above, LIBOR for a Distribution Date would be based on LIBOR for the previous Distribution Date for the third consecutive Distribution Date, the Initial LIBOR Rate. Trustee shall select an alternative comparable index (bover which the Trustee has no control), used for determining one-month Eurodollar lending rates that is calculated and published (or otherwise made available) by an independent party. The establishment of LIBOR by the Trustee and the Trustee's ’s subsequent calculation of the Certificate Interest Rate (or Rates) Pass-Through Rates applicable to the LIBOR Variable Rate Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (ai) If On each Interest Determination Date, the outstanding Certificates include any LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall Calculation Agent will determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (iA) If "LIBOR Telerate" is specified on any LIBOR Determination Date two or more the face of the Reference Banks provide such offered quotationsthis Note, LIBOR will be the rate for deposits in U.S. dollars having the next Accrual Period Index Maturity described on the face of this Note commencing on the related Interest Reset Date, as that rate appears on the designated LIBOR page as of 11:00 A.M., London time, on that Interest Determination Date. (B) If "LIBOR Reuters" is specified on the face of this Note, LIBOR will be the arithmetic mean of such the offered quotations (rounding such arithmetic mean rates for deposits in U.S. dollars having the Index Maturity described on the face of this Note commencing on the related Interest Reset Date, as the rates appear on the designated LIBOR page as of 11:00 A.M., London time, on that Interest Determination Date, if necessary to at least two offered rates appear on the nearest five decimal places);designated LIBOR page, except that, if the designated LIBOR page only provides for a single rate, that single rate will be used. If the face of this Note does not specify "LIBOR Telerate" or "LIBOR Reuters," the LIBOR rate will be LIBOR Telerate. (ii) If "LIBOR Telerate" applies and the rate described above does not appear on that page, or if "LIBOR Reuters" applies and fewer than two of the rates described above appears on that page or no rate appears on any LIBOR Determination Date page on which only one or none of rate normally appears, the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period Calculation Agent will be whichever is the higher of (x) determine LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either follows: (A) The Calculation Agent will select four major banks in the rate per annum which London interbank market. On the Trustee determines Interest Determination Date, those four banks will be requested to be provided their offered quotations for deposits in U.S. dollars having an Index Maturity specified on the face of this Note commencing on the Interest Reset Date to prime banks in the London interbank market at approximately 11:00 A.M., London time. (B) If at least two quotations are provided, the Calculation Agent will determine LIBOR as the arithmetic mean of those quotations. (rounding such C) If fewer than two quotations are provided, the Calculation Agent will select three major banks in New York City. On the Interest Determination Date, those three banks will be requested to provide their offered quotations for loans in U.S. dollars having an Index Maturity specified on the face of this Note commencing on the Interest Reset Date to leading European banks at approximately 11:00 A.M., London time. The Calculation Agent will determine LIBOR as the arithmetic mean if necessary to the nearest five decimal placesof those quotations. (D) of the one-month Eurodollar lending rates that If fewer than three New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor Calculation Agent are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) aboverates, LIBOR for the next Accrual that Interest Reset Period will be remain LIBOR as determined then in effect on the previous LIBOR Determination Date or, in the case of the first LIBOR Interest Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. On each LIBOR Determination Date, the Trust Administrator shall determine One-Month LIBOR. The "Interest Settlement Rates" currently are based on rates quoted by 16 British Bankers' Association designated banks as being in the view of such banks, the offered rate at which deposits are being quoted to prime banks in the London interbank market. Such Interest Settlement Rates are calculated by eliminating the four highest rates and the four lowest rates, averaging the eight remaining rates, carrying the result (aexpressed as a percentage) out to six decimal places, and rounding to five decimal places. If the outstanding Certificates include on any LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall Trust Administrator is unable to determine One-Month LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, One-Month LIBOR for the next Interest Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (xi) One-Month LIBOR as determined on the previous LIBOR Determination Date or (yii) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee Trust Administrator determines to be either (a) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-one month Eurodollar U.S. Dollar lending rates rate that New York City banks selected by the Depositor Trust Administrator are quoting, quoting on the relevant LIBOR Determination Date, Date to the principal London offices of at least two leading banks in the London interbank market or (Bb) in the event that the Trustee Trust Administrator can determine no such arithmetic mean, the lowest one-one month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor trust administrator are quoting on such LIBOR Determination Date to leading European banks; and (iii) . If on any LIBOR Determination Date the Trustee Trust Administrator is required required, but is unable unable, to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, One-Month LIBOR for the next Interest Accrual Period will be One-Month LIBOR as determined on the previous One-Month LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) . The establishment of One-Month LIBOR on each LIBOR Determination Date by the Trustee Trust Administrator and the TrusteeTrust Administrator's subsequent calculation of the Certificate Interest Rate (or Rates) rate of interest applicable to the LIBOR Class 6-A-1 Certificates for the relevant related Interest Accrual Period, Period shall (in the absence of manifest error, will ) be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR CertificatesCertificates or consist of any LIBOR Components, then on each LIBOR Determination Date the Trustee Securities Administrator shall determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee Securities Administrator determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee Securities Administrator can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee Securities Administrator is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee Securities Administrator and the TrusteeSecurities Administrator's subsequent calculation of the Certificate Interest Rate or Component Interest Rate (or Rates) applicable to the LIBOR Certificates and LIBOR Components for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee Securities Administrator may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "“Reserve Interest Rate" ” will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee and the Trustee's ’s subsequent calculation of the Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "“LIBOR" ” on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.“

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a one-month period, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR quotations for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 or any successor page as the composite offered rate for London interbank deposits for a one-month period, as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which U.S. dollar deposits for a one-month period are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided, that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a one-month period. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationsquotations are provided, LIBOR for that Interest Period shall be the next Accrual arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary the rates quoted by major banks in New York City, selected by the Master Servicer, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR leading European banks for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the a one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rateperiod. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class A Note Interest Rate, Class B Note Interest Rate (or Rates) and Class C Note Interest Rate applicable to the LIBOR Certificates then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at 000-000-0000 or such other telephone number as shall be designated by the Indenture Trustee for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newspurpose by prior written notice to each Series 2009-1 Noteholder from time to time. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Indenture Trustee shall use its best efforts send to designate alternate Reference Banksthe Issuer, by facsimile transmission, notification of LIBOR for the following Interest Period.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on [On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR quotations for that Interest Period will be the rate per annum shown on page 3750 of the Bridge Telerate Services Report screen or any successor page as the composite offered rate for London interbank deposits for a one-month period, as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which Dollar deposits for a period of the Designated Maturity are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more quotations are provided, the rate for that Interest Period shall be the arithmetic mean of the Reference Banks provide such offered quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for the next Accrual that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of rates quoted by major banks in New York City, selected by the Reference Banks provides such offered quotationsServicer, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks that day for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date United States dollars to leading European banks; andbanks for a period of the Designated Maturity.] (iiib) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve [The Class A Note Interest Rate, Class B Note Interest Rate in and Class C Note Interest Rate applicable to the manner provided in paragraph then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at its corporate trust office at [( ) - ] or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the Indenture Trustee to each Series [200 - ] Noteholder from time to time.] (iic) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first [On each LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Indenture Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) applicable shall send to the LIBOR Certificates for the relevant Accrual PeriodIssuer by facsimile transmission, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations notification of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newsfollowing Interest Period. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.]

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that system, LIBOR quotations for that Interest Period will be the rate per annum shown on page “LIBOR01” of the Reuters Monitor Money Rates Service or such other page as may replace the “LIBOR01” page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for the period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more quotations are provided, the rate for that Interest Period shall be the arithmetic mean of the Reference Banks provide such offered quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for the next Accrual that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of rates quoted by major banks in New York City, selected by the Reference Banks provides such offered quotationsServicer, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks that day for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date United States dollars to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR banks for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case a period of the first LIBOR Determination Date, the Initial LIBOR RateDesignated Maturity. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class A Note Interest Rate (or Rates) applicable to the LIBOR Certificates then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at its corporate trust office at (000) 000-0000 or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Indenture Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newsto each Series 2011-2 Noteholder from time to time. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Indenture Trustee shall use its best efforts send to designate alternate Reference Banksthe Issuer by facsimile transmission, notification of LIBOR for the following Interest Period.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR quotations for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided, that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationsquotations are provided, LIBOR for that Interest Period shall be the next Accrual arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of rates quoted by major banks in New York City, selected by the Reference Banks provides such offered quotationsMaster Servicer, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks that day for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date United States dollars to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR banks for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case period of the first LIBOR Determination Date, the Initial LIBOR RateDesignated Maturity. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class A Note Interest Rate, Class B Note Interest Rate (or Rates) and Class C Note Interest Rate applicable to the LIBOR Certificates then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at 000-000-0000 or such other telephone number as shall be designated by the Indenture Trustee for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newspurpose by prior written notice to each Series 2012-1 Noteholder from time to time. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Indenture Trustee shall use its best efforts send to designate alternate Reference Banksthe Issuer, by facsimile transmission, notification of LIBOR for the following Interest Period.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR quotations for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided, that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationsquotations are provided, LIBOR for that Interest Period shall be the next Accrual arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of rates quoted by major banks in New York City, selected by the Reference Banks provides such offered quotationsMaster Servicer, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks that day for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date United States dollars to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR banks for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case period of the first LIBOR Determination Date, the Initial LIBOR RateDesignated Maturity. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class A Note Interest Rate, Class B Note Interest Rate (or Rates) and Class C Note Interest Rate applicable to the LIBOR Certificates then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at 210-000-0000 xr such other telephone number as shall be designated by the Indenture Trustee for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newspurpose by prior written notice to each Series 2014-1 Noteholder from time to time. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Indenture Trustee shall use its best efforts send to designate alternate Reference Banksthe Issuer, by facsimile transmission, notification of LIBOR for the following Interest Period.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Moneyline Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 2.41%. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (301) 815-6600 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR quotations for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided, that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationsquotations are provided, LIBOR for that Interest Period shall be the next Accrual arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of rates quoted by major banks in New York City, selected by the Reference Banks provides such offered quotationsMaster Servicer, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks that day for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date United States dollars to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR banks for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case period of the first LIBOR Determination Date, the Initial LIBOR RateDesignated Maturity. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class A Note Interest Rate, Class B Note Interest Rate (or Rates) and Class C Note Interest Rate applicable to the LIBOR Certificates then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at 200-000-0000 or such other telephone number as shall be designated by the Indenture Trustee for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newspurpose by prior written notice to each Series 2015-1 Noteholder from time to time. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Indenture Trustee shall use its best efforts send to designate alternate Reference Banksthe Issuer, by facsimile transmission, notification of LIBOR for the following Interest Period.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR quotations for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided, that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationsquotations are provided, LIBOR for that Interest Period shall be the next Accrual arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of rates quoted by major banks in New York City, selected by the Reference Banks provides such offered quotationsMaster Servicer, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks that day for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date United States dollars to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR banks for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case period of the first LIBOR Determination Date, the Initial LIBOR RateDesignated Maturity. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class A Note Interest Rate, Class B Note Interest Rate (or Rates) and Class C Note Interest Rate applicable to the LIBOR Certificates then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at 200-000-0000 or such other telephone number as shall be designated by the Indenture Trustee for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newspurpose by prior written notice to each Series 2014-2 Noteholder from time to time. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Indenture Trustee shall use its best efforts send to designate alternate Reference Banksthe Issuer, by facsimile transmission, notification of LIBOR for the following Interest Period.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that system, LIBOR quotations for that Interest Period will be the rate per annum shown on page “LIBOR01” of the Reuters Monitor Money Rates Service or such other page as may replace the “LIBOR01” page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for the period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more quotations are provided, the rate for that Interest Period shall be the arithmetic mean of the Reference Banks provide such offered quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for the next Accrual that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of rates quoted by major banks in New York City, selected by the Reference Banks provides such offered quotationsServicer, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks that day for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date United States dollars to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR banks for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case a period of the first LIBOR Determination Date, the Initial LIBOR RateDesignated Maturity. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class A Note Interest Rate (or Rates) applicable to the LIBOR Certificates then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at its corporate trust office at (000) 000-0000 or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Indenture Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newsto each Series 2011-3 Noteholder from time to time. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Indenture Trustee shall use its best efforts send to designate alternate Reference Banksthe Issuer by facsimile transmission, notification of LIBOR for the following Interest Period.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR quotations for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided, that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationsquotations are provided, LIBOR for that Interest Period shall be the next Accrual arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of rates quoted by major banks in New York City, selected by the Reference Banks provides such offered quotationsMaster Servicer, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks that day for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date United States dollars to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR banks for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case period of the first LIBOR Determination Date, the Initial LIBOR RateDesignated Maturity. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class A Note Interest Rate, Class B Note Interest Rate (or Rates) and Class C Note Interest Rate applicable to the LIBOR Certificates then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at 200-000-0000 or such other telephone number as shall be designated by the Indenture Trustee for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newspurpose by prior written notice to each Series 2015-2 Noteholder from time to time. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Indenture Trustee shall use its best efforts send to designate alternate Reference Banksthe Issuer, by facsimile transmission, notification of LIBOR for the following Interest Period.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR quotations for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided, that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationsquotations are provided, LIBOR for that Interest Period shall be the next Accrual arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of rates quoted by major banks in New York City, selected by the Reference Banks provides such offered quotationsMaster Servicer, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks that day for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date United States dollars to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR banks for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case period of the first LIBOR Determination Date, the Initial LIBOR RateDesignated Maturity. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class A Note Interest Rate, Class B Note Interest Rate (or Rates) and Class C Note Interest Rate applicable to the LIBOR Certificates then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at 200-000-0000 or such other telephone number as shall be designated by the Indenture Trustee for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newspurpose by prior written notice to each Series 2012-4 Noteholder from time to time. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Indenture Trustee shall use its best efforts send to designate alternate Reference Banksthe Issuer, by facsimile transmission, notification of LIBOR for the following Interest Period.

Determination of LIBOR. (a) If LIBOR applicable to the outstanding calculation of the Pass-Through Rate on the LIBOR Certificates include for any Interest Accrual Period will be determined as of each LIBOR CertificatesRate Adjustment Date. On each LIBOR Rate Adjustment Date, or if such LIBOR Rate Adjustment Date is not a Business Day, then on each the next succeeding Business Day, LIBOR Determination Date shall be established by the Trustee and, as to any Interest Accrual Period, will equal the rate for one month United States dollar deposits that appears on the Reuters Screen LIBOR01 Page (or any other page as may replace that page on that service for the purpose of displaying London interbank offered rates of major banks) as of 11:00 a.m., London time, on such LIBOR Rate Adjustment Date. If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, LIBOR shall determine be so established by use of such other service for displaying LIBOR or comparable rates as may be selected by the Trustee after consultation with the Master Servicer), the rate will be the Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in U.S. Dollars are offered LIBOR quotations of by the Reference Banks reference banks (which shall be any three major banks that are engaged in transactions in the London interbank market, selected by the Trustee after consultation with the Master Servicer) as of 11:00 a.m. a.m., London time time, on such the LIBOR Determination Rate Adjustment Date as follows: (i) If on any LIBOR Determination Date two or more to prime banks in the London interbank market for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of the Reference Banks LIBOR Certificates then outstanding. The Trustee will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two such offered quotationsquotations are provided, LIBOR for the next Accrual Period rate will be the arithmetic mean of such offered the quotations (rounding such arithmetic mean if necessary rounded up to the nearest five decimal places); (ii) next multiple of 1/16%. If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotationsdate fewer than two quotations are provided as requested, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to will be the arithmetic mean (rounding of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, as of 11:00 a.m., New York City time, on such arithmetic mean if necessary date for loans in U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the nearest five decimal places) aggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date; provided however, if, under the priorities described above, LIBOR for a Distribution Date would be based on LIBOR for the previous Distribution Date for the third consecutive Distribution Date, the Trustee, after consultation with the Master Servicer, shall select an alternative comparable index (over which the Trustee has no control), used for determining one-month Eurodollar lending rates that New York City banks selected is calculated and published (or otherwise made available) by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) an independent party. The establishment of LIBOR by the Trustee and the TrusteeMaster Servicer on any LIBOR Rate Adjustment Date and the Master Servicer's subsequent calculation of the Certificate Interest Pass-Through Rate (or Rates) applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. In all casesPromptly following each LIBOR Rate Adjustment Date the Trustee shall supply the Master Servicer with the results of its determination of LIBOR on such date. Furthermore, the Trustee may conclusively rely will supply to any Certificateholder so requesting by telephone by calling (800) 735-7777 the Pass-Through Rate on quotations of the LIBOR Certificates for the Reference Banks as such quotations appear on current and the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newsimmediately xxxxxxxxx Xxxxrest Accrual Period. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR CertificatesCertificates or consist of any LIBOR Components, then on each LIBOR Determination Date the Trustee Securities Administrator shall determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee Securities Administrator determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee Securities Administrator can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee Securities Administrator is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee Securities Administrator and the TrusteeSecurities Administrator's subsequent calculation of the Certificate Interest Rate or Component Interest Rate (or Rates) applicable to the LIBOR Certificates and LIBOR Components for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee Securities Administrator may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBORLIUS01M" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR LIUS01M Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR LIUS01M Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date Date, the Trustee shall determine LIBOR for a period of the Designated Maturity and shall give notice thereof to the Issuer and the Servicer. For each Accrual Period, “LIBOR” will be determined on the LIBOR Determination Date for such Accrual Period. The Trustee will determine LIBOR for such Accrual Period on the basis of the offered LIBOR quotations rates of the Reference Banks for the Designated Maturity, for U.S. dollar deposits, as such rates appear on the Telerate Page 3750, as of 11:00 a.m. (London time time) on such LIBOR Determination Date Date. On each LIBOR Determination Date, LIBOR for the applicable Accrual Period will be established by the Trustee as follows: (ia) If on any such LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next such related Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean rounded upwards if necessary to the nearest five decimal placeswhole multiple of 0.0001%);. (iib) If on any such LIBOR Determination Date only one or none of the fewer than two Reference Banks provides provide such offered quotations, LIBOR for the next related Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or and (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean rounded upwards if necessary to the nearest five decimal placeswhole multiple of 0.0001%) of the one-month Eurodollar U.S. dollar lending rates that three New York City banks selected by the Depositor Trustee are quoting, quoting at approximately 11:00 a.m. (New York City time) on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) . The establishment of LIBOR on each Determination Date by the Trustee and the Trustee's subsequent ’s calculation of the Certificate Interest Rate (or Rates) rate of interest applicable to the LIBOR Certificates Class D Notes for the relevant related Accrual Period, Period will (in the absence of manifest error, will ) be final and binding. In all casesThe Trustee shall, upon the Trustee may conclusively rely on quotations establishment of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Date notify the Issuer and Trust Company and Bankers Trust Company. If any the Servicer of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrate.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Moneyline Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination DateDate for which the Trustee is required to determine LIBOR, the Initial LIBOR Rate. (b) 2.72%. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (301) 815-6600 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date Date, the Trustee shall Securities Administrator will determine One-Month LIBOR and the related Pass-Through Rate for each Class of LIBOR Certificates for the next Accrual Period. In the event that on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such any LIBOR Determination Date Date, Bloomberg Terminal Telerate Successor Page 3750 fails to indicate the London interbank offered rate for one-month United States dollar deposits, then One-Month LIBOR for the LIBOR Certificates for the related Accrual Period will be established by the Securities Administrator as follows: (ia) If on any such LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, One-Month LIBOR for the next related Accrual Period will shall be the arithmetic mean of such offered quotations (rounding such arithmetic mean rounded upwards if necessary to the nearest five decimal placeswhole multiple of 0.0625%);. (iib) If on any such LIBOR Determination Date only one or none of the fewer than two Reference Banks provides provide such offered quotations, One-Month LIBOR for the next related Accrual Period will shall be whichever is the higher of (x) One-Month LIBOR as determined on the previous LIBOR Determination Date or and (y) the Reserve Interest Rate. (c) If no such quotations can be obtained and no Reference Bank rate is available, One-Month LIBOR will be the One-Month LIBOR rate applicable to the preceding Accrual Period. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) establishment of the oneOne-month Eurodollar lending rates that New York City banks selected Month LIBOR by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If Securities Administrator on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent Securities Administrator’s calculation of the Certificate Interest Pass-Through Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, The Securities Administrator will supply to any Certificateholder so requesting by telephone the Trustee may conclusively rely Pass-Through Rate on quotations of the LIBOR Certificates for the Reference Banks as such quotations appear on current and the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newsimmediately preceding Accrual Period. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, quoting on the relevant LIBOR Determination Date, Date to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee and the Trustee's Trustee`s subsequent calculation of the Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBORLIUS01M" on the Bloomberg Financial Markets Commodities NewsNews and on other quotations, if any, obtained by the Trustee pursuant to clauses (a)(ii) and (d) of this Section 4.05. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR LIUS01M Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR LIUS01M Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Reuters Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 5.320%. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (301) 815-6600 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Moneyline Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 1.340% per annum. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at 301-815-6600 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date Date, the Trustee shall determine LIBOR on the basis of the rate for deposits in United States dollars for a period equal to the relevant Interest Period which appears on Telerate Page 3750 as of 11:00 a.m., London time, on such date. If such rate does not appear on Telerate Page 3750, the rate for that LIBOR Determination Date shall be determined on the basis of the rates at which deposits in United States dollars are offered LIBOR quotations of by the Reference Banks as at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a period equal to the relevant Interest Period. The Trustee shall request the principal London office of 11:00 a.m. London time on each of the Refer- ence Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that LIBOR Determination Date shall be the arithmetic mean of the quotations. If fewer than two quotations are provided as follows: (i) If on any requested, the rate for that LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of rates quoted by major banks in New York City, selected by the Reference Banks provides such offered quotationsServicer, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks that day for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date United States dollars to leading European banks; and (iii) If on any LIBOR Determination Date banks for a period equal to the Trustee is required but is unable to determine the Reserve relevant Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR RatePeriod. (b) The establishment of LIBOR by Class A Certificate Rate, the Trustee Class B Certificate Rate and the Trustee's subsequent calculation of the CIA Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for then current and the relevant Accrual Period, in immediately preceding Interest Periods may be obtained by any Series 1997-1 Certificateholder by telephoning the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities NewsPaying Agent at its corporate trust office at (000) 000-0000. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date, the Trustee shall send to the Servicer by facsimile notification of LIBOR for the following Interest Period. The Reference Banks initially Trustee shall be: Barclay's plc, Bank cause the Class A Certificate Rate and the Class B Certificate Rate applicable to an Interest Period to be provided to the Luxembourg Stock Exchange as soon as possible after its determination but in no event later than the first day of Tokyo, National Westminster Bank such Interest Period. In addition the Trustee shall cause the Class A Monthly Interest and Trust Company and Bankers Trust Company. If any Class B Monthly Interest applicable to an Interest Period to be provided to the Luxembourg Stock Exchange within one Business Day of the initial Reference Banks should be removed date on which the Trustee receives notification of the Class A Monthly Interest and the Class B Monthly Interest from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference BanksServicer.

Determination of LIBOR. (a) If LIBOR applicable to the outstanding calculation of the Pass-Through Rate on the LIBOR Certificates include for any Interest Accrual Period will be determined as of each LIBOR CertificatesRate Adjustment Date. On each LIBOR Rate Adjustment Date, or if such LIBOR Rate Adjustment Date is not a Business Day, then on each the next succeeding Business Day, LIBOR Determination Date shall be established by the Trustee and, as to any Interest Accrual Period, will equal the rate for one month United States dollar deposits that appears on the Reuters Screen LIBOR01 Page (or any other page as may replace that page on that service for the purpose of displaying London interbank offered rates of major banks) as of 11:00 a.m., London time, on such LIBOR Rate Adjustment Date. If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, LIBOR shall determine be so established by use of such other service for displaying LIBOR or comparable rates as may be selected by the Trustee after consultation with the Master Servicer), the rate will be the Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in U.S. Dollars are offered LIBOR quotations of by the Reference Banks reference banks (which shall be any three major banks that are engaged in transactions in the London interbank market, selected by the Trustee after consultation with the Master Servicer) as of 11:00 a.m. a.m., London time time, on such the LIBOR Determination Rate Adjustment Date as follows: (i) If on any LIBOR Determination Date two or more to prime banks in the London interbank market for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of the Reference Banks LIBOR Certificates then outstanding. The Trustee will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two such offered quotationsquotations are provided, LIBOR for the next Accrual Period rate will be the arithmetic mean of such offered the quotations (rounding such arithmetic mean if necessary rounded up to the nearest five decimal places); (ii) next multiple of 1/16%. If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotationsdate fewer than two quotations are provided as requested, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to will be the arithmetic mean (rounding of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, as of 11:00 a.m., New York City time, on such arithmetic mean if necessary date for loans in U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the nearest five decimal places) aggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date; provided however, if, under the priorities described above, LIBOR for a Distribution Date would be based on LIBOR for the previous Distribution Date for the third consecutive Distribution Date, the Trustee, after consultation with the Master Servicer, shall select an alternative comparable index (over which the Trustee has no control), used for determining one-month Eurodollar lending rates that New York City banks selected is calculated and published (or otherwise made available) by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) an independent party. The establishment of LIBOR by the Trustee and the TrusteeMaster Servicer on any LIBOR Rate Adjustment Date and the Master Servicer's subsequent calculation of the Certificate Interest Pass-Through Rate (or Rates) applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. In all casesPromptly following each LIBOR Rate Adjustment Date the Trustee shall supply the Master Servicer with the results of its determination of LIBOR on such date. Furthermore, the Trustee may conclusively rely will supply to any Certificateholder so requesting by telephone by calling (800) 735-7777 the Pass-Through Rate on quotations of the LIBOR Certificates for the Reference Banks as such quotations appear on current and the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newsimmediately preceding Interest Accrual Period. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Page LIBOR01 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Page LIBOR01" means the display designated as Reuters Screen LIBOR01 or such other page as may replace Reuters Screen LIBOR01 on that service for the purpose of displaying London interbank offered rates of major banks. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 5.50%. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (866) 846-4526 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Moneyline Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 3.09%. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (301) 815-6600 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Moneyline Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination DateDate with respect to the Class 1-A-36 and Class 1-A-37 Certificates, the Initial LIBOR Rate. (b) 1.120% per annum. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual PeriodCertificates, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at 301-815-6600 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Moneyline Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 3.83%. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (301) 815-6600 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include Base Rate specified on the face hereof is (i) LIBOR Reuters, the interest rate for any LIBOR Certificates, then on each LIBOR Interest Determination Date shall equal the Trustee arithmetic mean as calculated by the Calculation Agent of offered rates for deposits in the Designated LIBOR Currency (as defined below) having the Index Maturity specified on the face hereof, commencing on the second London Banking Day immediately following such Interest Determination Date, which appear on the Designated LIBOR Page (as defined below) as of 11:00 a.m., London time, on such Interest Determination Date, if at least two such offered rates appear on the Designated LIBOR Page, or (ii) LIBOR Telerate, the interest rate for any Interest Determination Date shall determine equal the rate for deposits in the Designated LIBOR Currency having the Index Maturity specified on the face hereof, commencing on the second London Banking Day immediately following such Interest Determination Date, that appears on the Designated LIBOR Page as of 11:00 a.m., London Time, on such Interest Determination Date or (iii) if fewer than two such offered rates shall appear, or if no rate appears, as applicable, LIBOR in respect of such Interest Determination Date will be determined pursuant to the following paragraph, in any of such cases, adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof, or by multiplication by the Spread Multiplier, if any, specified on the face hereof. With respect to an Interest Determination Date on which fewer than two offered rates appear on the Designated LIBOR Page, or on which no rate appears on the Designated LIBOR Page, as applicable, LIBOR will be determined on the basis of the rates at which deposits in the Designated LIBOR Currency having the Index Maturity specified on the face hereof, are offered at approximately 11:00 a.m., London time, on such Interest Determination Date by four major banks ("Reference Banks") in the London interbank market selected by the Calculation Agent (after consultation with the Company) to prime banks in the London interbank market commencing on the second London Banking Day immediately following such Interest Determination Date and in a principal amount that is representative for a single transaction in such Designated LIBOR quotations Currency in such market at such time. The Calculation Agent will request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two such quotations are provided, LIBOR in respect of such Interest Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations. If fewer than two quotations (rounding are provided, LIBOR in respect of such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Interest Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) means of the one-month Eurodollar lending rates that New York City quoted as of 11:00 a.m., in the applicable Principal Financial Center (as defined below) on such Interest Determination Date by three major banks in such Principal Financial Center selected by the Depositor are quoting, Calculation Agent (after consultation with the Company) for loans in the Designated LIBOR Currency to leading banks having the Index Maturity specified on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined face hereof commencing on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate second London Banking Day immediately following such Interest Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated in a principal amount that is representative for a single transaction in such Designated LIBOR Currency in such market at such time; provided, however, that if fewer than three banks are quoting as set forth in this sentence, LIBOR with respect to such by Interest Determination Date will be the Depositor and are able and willing to provide such quotations to interest rate then in effect on the Depositor on each LIBOR Interest Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Moneyline Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 1.3375% per annum. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at 301-815-6600 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on [On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR quotations for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided, that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationsquotations are provided, LIBOR for that Interest Period shall be the next Accrual arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of rates quoted by major banks in New York City, selected by the Reference Banks provides such offered quotationsMaster Servicer, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks that day for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date United States dollars to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR banks for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case period of the first LIBOR Determination Date, the Initial LIBOR RateDesignated Maturity. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class A Note Interest Rate, Class B Note Interest Rate (or Rates) and Class C Note Interest Rate applicable to the LIBOR Certificates for then current and the relevant Accrual Period, in immediately preceding Interest Periods may be obtained by telephoning the absence of manifest error, will Indenture Trustee at [_____] or such other telephone number as shall be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing Indenture Trustee for such purpose by prior written notice to provide such quotations each Series [_____] Noteholder from time to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Bankstime.

Determination of LIBOR. If an Interest Rate Basis for this Note is LIBOR, ---------------------- as indicated above, LIBOR will be determined on the applicable Interest Determination Date (a "LIBOR Interest Determination Date"), and will be, either: (a) If the outstanding Certificates include any if "LIBOR CertificatesReuters" is specified above, then on each LIBOR Determination Date the Trustee shall determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary rounded to the nearest one hundred thousandth of a percentage point, with five decimal placesone millionths of a percentage point rounded upwards) of the one-month Eurodollar lending offered rates that New York City banks selected (unless the specified Designated LIBOR Page (as defined below) by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Depositor are quotingIndex Currency having the Index Maturity designated above, commencing on the relevant second London Business Day immediately following that LIBOR Interest Determination Date, that appear on the Designated LIBOR Page specified above as of 11:00 A.M. London time, on that LIBOR Interest Determination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR Page, or (b) if "LIBOR Telerate" is specified above, the rate for deposits in the Index Currency having the Index Maturity designated above commencing on the second London Business Day immediately following that LIBOR Interest Determination Date, that appears on the Designated LIBOR Page specified above as of 11:00 A.M. London time, on that LIBOR Interest Determination Date. If, as described in the immediately preceding sentence, fewer than two offered rates appear, or no rate appears, LIBOR in respect of the related LIBOR Interest Determination Date will be determined as if the parties had specified the rate described in the immediately succeeding paragraph. With respect to a LIBOR Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, the Calculation Agent shall request the principal London offices of at least two leading each of four major reference banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity shown above, commencing on the second London Business Day immediately following such LIBOR Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in the Index Currency in such market at such time. If at least two such quotations are provided, LIBOR determined on such LIBOR Interest Determination Date shall be the arithmetic mean (rounded to the nearest one hundred thousandth of a percentage point, with five one millionths of a percentage point rounded upwards) of such quotations as determined by the Calculation Agent. If fewer than two quotations are provided, LIBOR determined on such LIBOR Interest Determination Date shall be calculated by the Calculation Agent as the arithmetic mean (rounded to the nearest one hundred thousandth of a percentage point, with five one millionths of a percentage point rounded upwards) of the rates quoted at approximately 11:00 A.M. (or (Bsuch other time specified above under "OTHER PROVISIONS") in the event that the Trustee can determine no applicable Principal Financial Center(s), on such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City LIBOR Interest Determination Date by three major banks in such Principal Financial Center(s) selected by the Depositor Calculation Agent for loans in the Index Currency to leading European banks having the Index Maturity specified above and in a principal amount that is representative for a single transaction in the Index Currency in such market at such time; provided, -------- however, that if the banks selected as aforesaid by the Calculation Agent are ------- not quoting as mentioned in this sentence, LIBOR determined on such LIBOR Interest Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will shall be LIBOR as determined in effect on the previous such LIBOR Determination Date or, in the case of the first LIBOR Interest Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) The Indenture Trustee will determine the interest rate for each Interest Accrual Period by determining the rate for deposits in U.S. Dollars for a period of three months (the “Three-Month Index Maturity”) which appears on Telerate Page 3750 as of 11:00 a.m., London time, on the day that is two London Banking Days preceding (i) in the case of the first Interest Accrual Period, the date of the Purchase Agreement, and (ii) in the case of each subsequent Interest Period, the first day of such Interest Accrual Period (“LIBOR”). If such rate does not appear on Telerate Page 3750 at such time, the outstanding Certificates include any LIBOR Certificates, then on each LIBOR Determination Date rate for that Interest Accrual Period will be determined as if the Trustee shall determine LIBOR parties had specified “USD-LIBOR-Reference Banks” as the applicable rate. “USD-LIBOR-Reference Banks” means that the interest rate for an Interest Accrual Period will be determined on the basis of the rates at which deposits in U.S. Dollars are offered LIBOR quotations by the Reference Banks at approximately 11:00 a.m., London time, on the day that is two London Banking Days preceding the beginning of that Interest Accrual Period to prime banks in the London interbank market for the Three-Month Index Maturity commencing on the beginning of that Interest Accrual Period and in a Representative Amount. The Indenture Trustee will request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of quotations are provided, the Reference Banks provide such offered quotations, LIBOR rate for the next that Interest Accrual Period will be the arithmetic mean of such offered the quotations. If fewer than two quotations (rounding such arithmetic mean if necessary to are provided as requested, the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR rate for the next that Interest Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that quoted by major banks in New York City, selected by the Indenture Trustee, at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices beginning of at least two leading banks that Interest Accrual Period for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date U.S. Dollars to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR banks for the next Three-Month Index Maturity commencing at the beginning of that Interest Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, and in the case of the first LIBOR Determination Date, the Initial LIBOR Ratea Representative Amount. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. If the Reference Rate is LIBOR, LIBOR shall be the London interbank offered rate for deposit in the Index Currency specified on the face hereof. The interest rate payable shall equal LIBOR as determined on the Interest Determination Date specified on the face hereof in accordance with the following provisions, in each case plus or minus the Spread, if any, specified on the face hereof or multiplied by the Spread Multiplier, if any, specified on the face hereof: With respect to an Interest Determination Date, LIBOR shall be either (a) If the outstanding Certificates include any if "LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR Reuters" is specified on the basis face hereof, the arithmetic mean of the offered rates (unless the specified LIBOR quotations of Page by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Reference Banks specified Index Currency having the Index Maturity specified on the face hereof, commencing on the Interest Reset Date, that appear on the LIBOR Page (as defined below) specified on the face hereof as of 11:00 a.m. A.M. London time time, on such Interest Determination Date, if at least two offered rates appear (unless, as aforesaid, only a single rate is required) on such LIBOR Page, or (b) if "LIBOR Telerate" is specified on the face hereof or if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as the method for calculating LIBOR, the rate for deposits in the specified Index Currency having the Index Maturity specified on the face hereof and commencing on the Interest Reset Date that appears on the LIBOR Page specified on the face hereof as of 11:00 A.M., London time, on such Interest Determination Date. If fewer than two offered rates appear, or no rate appears, on the specified LIBOR Page, the Calculation Agent will select the principal London office of each of four major reference banks (which may include affiliates of the Agents) in the London interbank market and request them to provide their offered quotation for deposits in the specified Index Currency for the period of the Index Maturity specified on the face hereof, commencing on the Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on such Interest Determination Date as follows: (i) and in a principal amount that is representative for a single transaction in such Index Currency in such market at such time. If on any LIBOR Determination Date at least two or more of the Reference Banks provide such offered quotationsquotations are provided, LIBOR for the next Accrual Period will shall be the arithmetic mean of such offered quotations. If fewer than two quotations (rounding are provided, LIBOR determined on such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Interest Determination Date only one or none of shall be calculated by the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR Calculation Agent as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates quoted at approximately 11:00 A.M., in the applicable Principal Financial Center (as defined below) on such Interest Determination Date by three major banks (which may include affiliates of the Agents) in such Principal Financial Center selected by the Calculation Agent for loans in the specified Index Currency to leading European banks, having the Index Maturity specified on the face hereof and in a principal amount that New York City is representative for a single transaction in such specified Index Currency in such market at such time. If the banks selected by the Depositor Calculation Agent are not quoting, LIBOR shall be LIBOR in effect on the relevant LIBOR such Interest Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date Rate Adjustment Date, the Trustee shall determine LIBOR for the Interest Accrual Period related to the next Distribution Date. As to any Interest Accrual Period, other than the first Interest Accrual Period, LIBOR will equal the rate for United States dollar deposits for one month which appears on the basis Telerate Screen Page 3750 of the offered LIBOR quotations of the Reference Banks Telerate Capital Markets Report as of 11:00 a.m. A.M., London time time, on the related LIBOR Rate Adjustment Date. If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, such other service for displaying LIBOR Determination Date or comparable rates as follows: (i) If on any LIBOR Determination Date two or more may be selected by the Trustee after consultation with the Servicer), the rate will be the Reference Bank Rate. The Trustee will request the principal London office of each of the Reference Banks reference banks to provide a quotation of its rate. If at least two such offered quotationsquotations are provided, LIBOR for the next Accrual Period rate will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) quotations. If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotationsdate fewer than two quotations are provided as requested, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to will be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Servicer, as of 11:00 A.M., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks such date for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date U.S. Dollars to leading European banks; and (iii) banks for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of the Variable Rate Certificates then outstanding. If on any LIBOR Determination Date no such quotations can be obtained, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, rate will be LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date prior Distribution Date, or, in the case of the first LIBOR Determination Rate Adjustment Date, 1.12140%; provided however, if, under the priorities described above, LIBOR for a Distribution Date would be based on LIBOR for the previous Distribution Date for the third consecutive Distribution Date, the Initial LIBOR Rate. Trustee shall select an alternative comparable index (bover which the Trustee has no control), used for determining one-month Eurodollar lending rates that is calculated and published (or otherwise made available) by an independent party. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) Pass-Through Rates applicable to the LIBOR Variable Rate Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Reuters Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, 5.21%, with respect to the Initial LIBOR Rate. (b) Class CB-1 and Class CB-2 Certificates, 5.25%, with respect to the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates, and 5.3021% with respect to the Class 2-A-5 and Class 2-A-6 Certificates. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (301) 815-6600 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Bridge Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 1.86% per annum. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (212) 328-7568 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include Interest Rate Basis for such Supplemental Obligation is LIBOR, the Interest Rate Basis that takes effect on any Interest Reset Date shall be LIBOR Certificateson the corresponding LIBOR Interest Determination Date (as defined below) and shall be determined in accordance with the following provisions: LIBOR will be either the offered rate appearing on Reuters Screen LIBOR01 (as defined below) or the arithmetic mean of the offered rates appearing on Reuters Screen LIBO (as defined below) unless that page by its terms cites only one rate, in which case that one rate, in either case, as of 11:00 A.M., London time, on such LIBOR Interest Determination Date, for deposits of the Specified Currency having the Index Maturity beginning on such Interest Reset Date. If Reuters Screen LIBOR01 applies and the rate described above does not appear on that page, or if Reuters Screen LIBO applies and fewer than two of the relevant rates appear on that page or no rate appears on any page on which only one rate normally appears, then on each LIBOR Determination Date the Trustee shall determine LIBOR will be determined on the basis of the offered LIBOR quotations of the Reference Banks as of rates, at approximately 11:00 a.m. A.M., London time time, on such LIBOR Interest Determination Date as follows: (i) If on any LIBOR Determination Date two or more Date, at which deposits of the Reference Banks Specified Currency having the Index Maturity beginning on such Interest Reset Date, and in a Representative Xxxxxx (as defined below) are offered to prime banks in the London interbank market by four major banks in that market selected by the Calculation Agent. The Calculation Agent will request the principal London office of each of these banks to provide a quotation of its rate if at least two such offered quotationsquotations are provided, LIBOR for the next Accrual Period such LIBOR Interest Determination Date will be the arithmetic mean of such offered quotations. If fewer than two quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotationsare provided as described above, LIBOR for the next Accrual Period will be whichever is the higher of (x) such LIBOR as determined on the previous LIBOR Interest Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates for loans of the Specified Currency having the Index Maturity, beginning on such Interest Reset Date, and in a Representative Amount to leading European banks quoted, at approximately 11:00 A.M., in the principal financial center for the country of the Specified Currency, on such LIBOR Interest Determination Date, by three major banks in that New York City financial center selected by the Calculation Agent. If fewer than three banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor Calculation Agent are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) as described above, LIBOR for the next Accrual new Interest Rate Reset Period will be LIBOR as in effect for the prior Interest Rate Reset Period. If the Initial Interest Rate has been in effect for the prior Interest Rate Reset Period, however, it will remain in effect for the new Interest Rate Reset Period. The Interest Rate Basis determined on in accordance with the previous LIBOR Determination Date or, in foregoing provisions will be adjusted by the case addition or subtraction of the first LIBOR Determination DateSpread, the Initial LIBOR Rate. (b) The establishment of LIBOR if any, or by multiplying such Interest Rate Basis by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual PeriodSpread Multiplier, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newsif any. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If On each LIBOR Interest Determination Date, the outstanding Trustee will determine One-Month LIBOR and the related Pass-Through Rate for each Class of LIBOR Certificates include for the next Accrual Period. In the event that on any LIBOR CertificatesInterest Determination Date, Telerate Screen 3750 fails to indicate the London interbank offered rate for one-month United States dollar deposits, then on each One-Month LIBOR Determination Date for the LIBOR Certificates for the related Accrual Period will be established by the Trustee shall determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (ia) If on any such LIBOR Interest Determination Date two or more of the Reference Banks provide such offered quotations, One-Month LIBOR for the next related Accrual Period will shall be the arithmetic mean of such offered quotations (rounding such arithmetic mean rounded upwards if necessary to the nearest five decimal placeswhole multiple of 0.0625%);. (iib) If on any such LIBOR Interest Determination Date only one or none of the fewer than two Reference Banks provides provide such offered quotations, One-Month LIBOR for the next related Accrual Period will shall be whichever is the higher of (x) One-Month LIBOR as determined on the previous LIBOR Interest Determination Date or and (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (bc) If no such quotations can be obtained and no Reference Bank rate is available, One-Month LIBOR will be the One-Month LIBOR rate applicable to the preceding Accrual Period. The establishment of One-Month LIBOR by the Trustee on any LIBOR Interest Determination Date and the Trustee's subsequent ’s calculation of the Certificate Interest Pass-Through Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, The Trustee will supply to any Certificateholder so requesting by telephone the Trustee may conclusively rely Pass-Through Rate on quotations of the LIBOR Certificates for the Reference Banks as such quotations appear on current and the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newsimmediately preceding Accrual Period. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date Rate Adjustment Date, the Trustee shall determine LIBOR for the Interest Accrual Period related to the next Distribution Date. As to any Interest Accrual Period, other than the first Interest Accrual Period, LIBOR will equal the rate for United States dollar deposits for one month which appears on the basis Telerate Screen Page 3750 of the offered LIBOR quotations of the Reference Banks Bridge Telerate Capital Markets Report as of 11:00 a.m. A.M., London time time, on the related LIBOR Rate Adjustment Date. If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, such other service for displaying LIBOR Determination Date or comparable rates as follows: (i) If on any LIBOR Determination Date two or more may be selected by the Trustee after consultation with the Servicer), the rate will be the Reference Bank Rate. The Trustee will request the principal London office of each of the Reference Banks reference banks to provide a quotation of its rate. If at least two such offered quotationsquotations are provided, LIBOR for the next Accrual Period rate will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) quotations. If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotationsdate fewer than two quotations are provided as requested, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to will be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Servicer, as of 11:00 A.M., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks such date for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date U.S. Dollars to leading European banks; and (iii) banks for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of the Variable Rate Certificates then outstanding. If on any LIBOR Determination Date no such quotations can be obtained, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, rate will be LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date prior Distribution Date, or, in the case of the first LIBOR Determination Rate Adjustment Date, 2.525%; provided however, if, under the priorities described above, LIBOR for a Distribution Date would be based on LIBOR for the previous Distribution Date for the third consecutive Distribution Date, the Initial LIBOR Rate. Trustee shall select an alternative comparable index (bover which the Trustee has no control), used for determining one-month Eurodollar lending rates that is calculated and published (or otherwise made available) by an independent party. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) Pass-Through Rates applicable to the LIBOR Variable Rate Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR quotations for that Interest Period will be the rate per annum shown on page 3750 of the Moneyline Telerate Services Report screen or any successor page as the composite offered rate for London interbank deposits for a one-month period, as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which Dollar deposits for a period of the Designated Maturity are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for the period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more quotations are provided, the rate for that Interest Period shall be the arithmetic mean of the Reference Banks provide such offered quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for the next Accrual that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of rates quoted by major banks in New York City, selected by the Reference Banks provides such offered quotationsServicer, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks that day for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date United States dollars to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR banks for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case a period of the first LIBOR Determination Date, the Initial LIBOR RateDesignated Maturity. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class A-1 Note Interest Rate (or Rates) and Class C Note Interest Rate applicable to the LIBOR Certificates then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at its corporate trust office at (000) 000-0000 or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Indenture Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newsto each Series 2007-3 Noteholder from time to time. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Indenture Trustee shall use its best efforts send to designate alternate Reference Banksthe Issuer by facsimile transmission, notification of LIBOR for the following Interest Period.

Determination of LIBOR. (a) If On each Interest Determination Date, the outstanding Securities Administrator will determine One-Month LIBOR and the related Pass-Through Rate for each Class of LIBOR Certificates include for the next Accrual Period. In the event that on any LIBOR CertificatesInterest Determination Date, the Bloomberg Terminal Telerate Successor Page 3750 fails to indicate the London interbank offered rate for one-month United States dollar deposits, then on each One-Month LIBOR Determination Date for the Trustee shall determine LIBOR on Certificates for the basis of related Accrual Period will be established by the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date Securities Administrator as follows: (ia) If on any LIBOR such Interest Determination Date two or more of the Reference Banks provide such offered quotations, One-Month LIBOR for the next related Accrual Period will shall be the arithmetic mean of such offered quotations (rounding such arithmetic mean rounded upwards if necessary to the nearest five decimal placeswhole multiple of 0.0625%);. (iib) If on any LIBOR such Interest Determination Date only one or none of the fewer than two Reference Banks provides provide such offered quotations, One-Month LIBOR for the next related Accrual Period will shall be whichever is the higher of (x) One-Month LIBOR as determined on the previous LIBOR Interest Determination Date or and (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (bc) If no such quotations can be obtained and no Reference Bank rate is available, One-Month LIBOR will be the One-Month LIBOR rate applicable to the preceding Accrual Period. The establishment of One-Month LIBOR by the Trustee Securities Administrator on any Interest Determination Date and the Trustee's subsequent Securities Administrator’s calculation of the Certificate Interest Pass-Through Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, The Securities Administrator will supply to any Certificateholder so requesting by telephone the Trustee may conclusively rely Pass-Through Rate on quotations of the LIBOR Certificates for the Reference Banks as such quotations appear on current and the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newsimmediately preceding Accrual Period. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include Interest Rate Basis specified on the face hereof is LIBOR, the interest rate with respect to this Note for any LIBOR Certificates, then Interest Reset Date shall be determined by the Calculation Agent and shall equal to the greater of either (i) the offered rate for deposits in U.S. dollars having the Index Maturity specified on each LIBOR the face hereof commencing on the second London Market Day immediately following the Interest Determination Date which appears on the Trustee shall determine Telerate Page 3750 (as defined herein) as of 11:00 A.M. London time, on such Interest Determination Date, adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof or by multiplication by the Spread Multiplier, if any, specified on the face hereof ("LIBOR Telerate") or (ii) the arithmetic mean of the offered rates for deposits in U.S. dollars having the Index Maturity designated on the face hereof, commencing on the second London Market Day immediately following that LIBOR Interest Determination Date, that appear on the Reuters Screen LIBO Page as of 11:00 A.M., London time, on that LIBOR Interest Determination Date, if at least two such offered rates appear on the Reuters Screen LIBO Page, adjusted by the addition or subtraction of the Spread, if any, specified on the face hereof or by multiplication by the Spread Multiplier, if any, specified on the face hereof ("LIBOR Reuters"). If neither LIBOR Telerate nor LIBOR Reuters is specified on the face hereof, LIBOR will be determined as if LIBOR Telerate had been specified; provided, however, if such rate does not so appear on the Telerate Page 3750 or if fewer than two offered rates appear on the Reuters Screen LIBO Page, the rate in respect of such Interest Determination Date will be determined on the basis of the rates at which deposits in U.S. dollars are offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading four major banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting Calculation Agent) at approximately 11:00 A.M., London time, on such LIBOR the Interest Determination Date next preceding the relevant Interest Reset Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate prime banks in the manner provided in paragraph (ii) above, LIBOR London interbank market for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case a period of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Index Maturity commencing on that Interest Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Reset Date and (iii) which have been designated as such by the Depositor and are able and willing in a principal amount equal to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.an amount not less than $1,000,000 that is

Determination of LIBOR. (a) If the outstanding Certificates include Base Rate indicated on the face hereof is LIBOR and the LIBOR so specified is indexed to the offered rates for deposits in U.S. dollars, LIBOR for each Interest Reset Date will be determined as follows: - If the pricing supplement specifies "LIBOR Telerate", LIBOR on any LIBOR Certificates, then on each LIBOR Interest Determination Date will be the Trustee shall determine rate for deposits in the LIBOR Currency having the Index Maturity described in the related pricing supplement on the applicable Interest Reset Date, as such rate appears on the Designated LIBOR Page as of 11:00 A.M., London time, on that Interest Determination Date. - If the pricing supplement specifies "LIBOR Reuters", LIBOR on any Interest Determination Date will be the average of the offered rates for deposits in the LIBOR Currency having the Index Maturity described in the related pricing supplement on the applicable Interest Reset Date, as such rates appear on the Designated LIBOR Page as of 11:00 A.M., London time, on that Interest Determination Date, if at least two such offered rates appear on the Designated LIBOR Page. - If the pricing supplement does not specify "LIBOR Telerate" or "LIBOR Reuters," the LIBOR Rate will be LIBOR Telerate. In addition, if the Designated LIBOR Page by its terms provides only for a single rate, that single rate will be used regardless of the foregoing provisions requiring more than one rate. On any Interest Determination Date on which fewer than the required number of applicable rates appear or no rate appears on the applicable Designated LIBOR Page, LIBOR will be determined as follows: - LIBOR will be determined on the basis of the offered rates at which deposits in the LIBOR quotations of Currency having the Reference Banks as of 11:00 a.m. London time Index Maturity described in the related pricing supplement on such LIBOR the Interest Determination Date as follows: (i) If on any LIBOR Determination Date two or more and in a principal amount that is representative of the Reference Banks provide such a single transaction in that market at that time are offered quotations, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading four major banks in the London interbank market or (B) at approximately 11:00 A.M., London time, on the Interest Determination Date to prime banks in the event London interbank market. The calculation agent will select the four banks and request the principal London office of each of those banks to provide a quotation of its rate for deposits in the LIBOR Currency. If at least two quotations are provided, LIBOR for that Interest Determination Date will be the Trustee can determine no such arithmetic meanaverage of those quotations. - If fewer than two quotations are provided as mentioned above, LIBOR will be the lowest one-month Eurodollar lending rate average of the rates quoted by three major banks in the Principal Financial Center selected by the calculation agent at approximately 11:00 A.M. in the Principal Financial Center, on the Interest Determination Date for loans to leading Europeans banks in the LIBOR Currency having the Index Maturity designated in the pricing supplement and in a principal amount that is representative for a single transaction in the New York City LIBOR Currency in that market at that time. The calculation agent will select the three banks referred to above. - If fewer than three banks selected by the Depositor calculation agent are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) as mentioned above, LIBOR for the next Accrual Period will be remain LIBOR as determined then in effect on the previous LIBOR Determination Date or, in the case of the first LIBOR that Interest Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Moneyline Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, 1.60% with respect to the Initial LIBOR Rate. (b) Class 1-A-11 and Class 1-A-12 Certificates and 1.73% with respect to the Class 1-A-14 and Class 1-A-15 Certificates. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (301) 815-6600 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR CertificatesCertificates or consist of any LIBOR Components, then on each LIBOR Determination Date the Trustee Master Servicer shall determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee Master Servicer determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee Master Servicer can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee Master Servicer is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee Master Servicer and the TrusteeMaster Servicer's subsequent calculation of the Certificate Interest Rate or Component Interest Rate (or Rates) applicable to the LIBOR Certificates and LIBOR Components for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee Master Servicer may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBORLIUS01M" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR LIUS01M Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR LIUS01M Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If On each LIBOR ---------------------- Determination Date, the outstanding Certificates include any Servicer will determine LIBOR Certificates, then on each for the Interest Period following such LIBOR Determination Date the Trustee shall determine LIBOR on the basis of the rate for deposits in United States Dollars for the Interest Period following such LIBOR Determination Date which appears on Telerate Page 3750 as of 11:00 A.M. (London time) on such LIBOR Determination Date. (b) If, on any LIBOR Determination Date, such rate does not appear on Telerate Page 3750, LIBOR will be determined on the basis of the rates at which deposits for United States Dollars are offered LIBOR quotations by at least two of the Reference Banks as of at approximately 11:00 a.m. A.M. (London time time) on such LIBOR Determination Date as follows: (i) If on any to prime banks in the London interbank market for the Interest Period following such LIBOR Determination Date two or more Date. The Servicer shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such offered quotationsquotations are provided, LIBOR for the next Accrual Period will such LIBOR Determination Date shall be the arithmetic mean of such offered quotations (rounding such arithmetic mean rounded up, if necessary necessary, to the nearest five decimal placesmultiple of 0.0625% per annum);. (iic) If If, on any LIBOR Determination Date Date, only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which (rounded, as aforesaid) that the Trustee Servicer determines to be either (x) the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates offered quotations that leading banks in the City of New York City banks selected by the Depositor Servicer are quoting, quoting on the relevant LIBOR Determination Date, Deter mination Date for one-month United States Dollar deposits to the principal London offices office of each of the Reference Banks or those of them (being at least two leading banks in number) to which such offered quotations are, in the London interbank market opinion of the Servicer, being so quoted or (By) in the event that the Trustee Servicer can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate arithmetic mean of the offered quotations that leading banks in the City of New York City banks selected by the Depositor Servicer are quoting on such LIBOR Determination Date to leading European banksbanks for one-month United States Dollar deposits; andor (iiid) If If, on any the LIBOR Determination Date Date, the Trustee is required but is unable to determine banks selected as aforesaid by the Reserve Interest Rate Servicer are not quoting as described in the manner provided in paragraph clause (iic) above, LIBOR for the next Accrual such Interest Period will be LIBOR as determined on the previous LIBOR Determination Date or(or 5.375%, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate). (be) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Class A Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for then current and the relevant Accrual Period, in immediately preceding Interest Periods may be obtained by any Class A Certificateholder by telephoning the absence of manifest error, will be final and bindingServicer at 000-000-0000. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News.[END OF ARTICLE IV] (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations SECTION 8. With respect to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plcSeries 1996-R Certificates, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any Article V of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Agreement shall use its best efforts to designate alternate Reference Banks.read as follows:

Determination of LIBOR. (a) If the outstanding Certificates Notes include any LIBOR CertificatesNotes or consist of any LIBOR Components, then on each LIBOR Determination Date the Indenture Trustee shall determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee Servicer determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Indenture Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Indenture Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Indenture Trustee and the Indenture Trustee's subsequent calculation of the Certificate Note Interest Rate or Component Interest Rate (or Rates) applicable to the LIBOR Certificates Notes and LIBOR Components for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Indenture Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBORLIUS01M" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR LIUS01M Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR LIUS01M Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Interest Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Interest Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Interest Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date Date, or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) Rates applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such 127 quotations appear on the display designated "LIBORLIBO" on the Bloomberg Financial Markets Commodities NewsReuters Monitor Money Rates Service. (c) Within five Business Days of the Trustee's calculation of the Certificate Interest Rates of the LIBOR Certificates, the Trustee shall furnish to the Company by telecopy (or by such other means as the Trustee and the Company may agree from time to time) such Certificate Interest Rates. (d) The Trustee shall provide to Certificateholders who inquire of it by telephone (at (617) 664-5500) the Certificate Interest Rates of the LIBOR Xxxxxxxxxxxx for the current and immediately preceding Interest Accrual Periods. (e) As used herein, "Reference Banks" shall mean no more than four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Reuters Screen LIBOR Index LIBO Page" (as described in the definition of LIBORLIBOR hereof) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor Trustee and are able and willing to provide such quotations to the Depositor Trustee on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Reuters Screen LIBOR Index LIBO Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Trustee, after consultation with the Company, shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date Date, the Trustee shall determine LIBOR on the basis of the rate for deposits in United States dollars for a one-month period which appears on Reuters Screen LIBOR01 Page (or such other Page, as may replace Reuters Screen LIBOR01 Page on that service, or such other service as may be nominated as the information vendor for the purpose of displaying rates or prices comparable to the interest rate on the notes) as of 11:00 a.m., London time, on such date. If such rate does not appear on Reuters Screen LIBOR01 Page (or such other page) the rate for that LIBOR Determination Date will be determined on the basis of the rates at which deposits in United States dollars are offered LIBOR quotations of by the Reference Banks as of at approximately 11:00 a.m. a.m., London time time, on that day to prime banks in the London interbank market for a one-month period. If on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next such related Interest Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean rounded upwards if necessary to the nearest five decimal placeswhole multiple of 0.0001%); (ii) . If on any such LIBOR Determination Date only one or none of the fewer than two Reference Banks provides provide such offered quotations, LIBOR for the next related Interest Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean rounded upwards if necessary to the nearest five decimal placeswhole multiple of 0.0001%) of the one-month Eurodollar U.S. dollar lending rates that three New York City banks selected by the Depositor Trustee are quoting, quoting at approximately 11:00 a.m. (New York City time) on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) . The establishment of LIBOR on each LIBOR Determination Date by the Trustee and the Trustee's subsequent ’s calculation of the Certificate Interest Rate (or Rates) rate of interest applicable to the LIBOR Certificates Class A-2 Notes for the relevant related Interest Accrual Period, Period will (in the absence of manifest error, will ) be final and binding. In all casesThe Trustee shall, upon the Trustee may conclusively rely on quotations establishment of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank notify the Issuer and Trust Company and Bankers Trust Company. If any the Servicer of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrate.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date for a Class of LIBOR Certificates, the Trustee Master Servicer shall determine LIBOR for the applicable Distribution Date on the basis of the offered LIBOR quotations of the Reference Banks British Bankers’ Association (“BBA”) “Interest Settlement Rate” for one month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 a.m. London time on such LIBOR Determination Date Date. As used herein, “Telerate page 3750” means the display designated as follows: (i) page 3750 on the Bridge Telerate Service If on any LIBOR Determination Date two or more for a Class of LIBOR Certificates, the Master Servicer is unable to determine LIBOR on the basis of the Reference Banks provide such offered quotationsmethod set forth in the preceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "“Reserve Interest Rate" ” will be either (A) the rate per annum which the Trustee Master Servicer determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-one month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Master Servicer are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee Master Servicer can determine no such arithmetic mean, the lowest one-one month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Master Servicer are quoting on such LIBOR Determination Date to leading European banks; and (iii) . If on any LIBOR Determination Date for a Class of LIBOR Certificates, the Trustee Master Servicer is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) . The establishment of LIBOR by the Trustee Master Servicer and the Trustee's Master Servicer’s subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each After a LIBOR Determination Date. The Reference Banks initially , the Master Servicer shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any provide the Pass-Through Rates of the initial Reference Banks should be removed from LIBOR Certificates for the Bloomberg Screen related Distribution Date to Certificate Owners or Holders of LIBOR Index Page or in any other way fail Certificates who place a telephone call to meet the qualifications of Master Servicer at (000) 000-0000 and make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Bridge Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 1.87875% per annum. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (212) 328-7568 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Moneyline Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 1.09125%. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (301) 815-6600 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Bridge Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) . The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (212) 328-7587 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR quotations for that Interest Period will be the rate per annum shown on page 3750 of the Moneyline Telerate Services Report screen or any successor page as the composite offered rate for London interbank deposits for a one-month period, as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which Dollar deposits for a period of the Designated Maturity are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for the period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more quotations are provided, the rate for that Interest Period shall be the arithmetic mean of the Reference Banks provide such offered quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for the next Accrual that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of rates quoted by major banks in New York City, selected by the Reference Banks provides such offered quotationsServicer, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks that day for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date United States dollars to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR banks for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case a period of the first LIBOR Determination Date, the Initial LIBOR RateDesignated Maturity. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class A Note Interest Rate, Class B Note Interest Rate (or Rates) and Class C Note Interest Rate applicable to the LIBOR Certificates then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at its corporate trust office at (000) 000-0000 or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Indenture Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newsto each Series 2007-2 Noteholder from time to time. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Indenture Trustee shall use its best efforts send to designate alternate Reference Banksthe Issuer by facsimile transmission, notification of LIBOR for the following Interest Period.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Bridge Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 1.83875% per annum. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (212) 815-7162 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. On each LIBOR Determination Date, the Trust Administrator shall determine One-Month LIBOR. The "Interest Settlement Rates" currently are based on rates quoted by 16 British Bankers' Association designated banks as being in the view of such banks, the offered rate at which deposits are being quoted to prime banks in the London interbank market. Such Interest Settlement Rates are calculated by eliminating the four highest rates and the four lowest rates, averaging the eight remaining rates, carrying the result (aexpressed as a percentage) out to six decimal places, and rounding to five decimal places. If the outstanding Certificates include on any LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall Trust Administrator is unable to determine One-Month LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, One-Month LIBOR for the next Interest Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (xi) One-Month LIBOR as determined on the previous LIBOR Determination Date or (yii) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee Trust Administrator determines to be either (a) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-one month Eurodollar U.S. Dollar lending rates rate that New York City banks selected by the Depositor Trust Administrator are quoting, quoting on the relevant LIBOR Determination Date, Date to the principal London offices of at least two leading banks in the London interbank market or (Bb) in the event that the Trustee Trust Administrator can determine no such arithmetic mean, the lowest one-one month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trust Administrator are quoting on such LIBOR Determination Date to leading European banks; and (iii) . If on any LIBOR Determination Date the Trustee Trust Administrator is required required, but is unable unable, to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, One-Month LIBOR for the next Interest Accrual Period will be One-Month LIBOR as determined on the previous One-Month LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) . The establishment of One-Month LIBOR on each LIBOR Determination Date by the Trustee Trust Administrator and the TrusteeTrust Administrator's subsequent calculation of the Certificate Interest Rate (or Rates) rate of interest applicable to the LIBOR Class 1-A-1 and Class 2-A-1 Certificates for the relevant related Interest Accrual Period, Period shall (in the absence of manifest error, will ) be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Interest Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Interest Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Determination Date to leading European banks; andand 103 (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Interest Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date Date, or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) Rates applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBORLIBO" on the Bloomberg Financial Markets Commodities NewsReuters Monitor Money Rates Service. (c) Within five Business Days of the Trustee's calculation of the Certificate Interest Rates of the LIBOR Certificates, the Trustee shall furnish to the Company by telecopy (or by such other means as the Trustee and the Company may agree from time to time) such Certificate Interest Rates. (d) The Trustee shall provide to Certificateholders who inquire of it by telephone the Certificate Interest Rates of the LIBOR Certificates for the current and immediately preceding Interest Accrual Period. (e) As used herein, "Reference Banks" shall mean no more than four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Reuters Screen LIBOR Index LIBO Page" (as described in the definition of LIBORLIBOR hereof) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor Trustee and are able and willing to provide such quotations to the Depositor Trustee on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Reuters Screen LIBOR Index LIBO Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Trustee, after consultation with the Company, shall use its best efforts to designate alternate Reference Banks.. 104

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date ---------------------- Date, the Trustee shall Servicer will determine LIBOR for the Interest Period following such LIBOR Determination Date on the basis of the rate for deposits in United States Dollars for the Interest Period following such LIBOR Determination Date which appears on Telerate Page 3750 as of 11:00 A.M. (London time) on such LIBOR Determination Date. (b) If, on any LIBOR Determination Date, such rate does not appear on Telerate Page 3750, LIBOR will be determined on the basis of the rates at which deposits for United States Dollars are offered LIBOR quotations by at least two of the Reference Banks as of at approximately 11:00 a.m. A.M. (London time time) on such LIBOR Determination Date as follows: (i) If on any to prime banks in the London interbank market for the Interest Period following such LIBOR Determination Date two or more Date. The Servicer shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such offered quotationsquotations are provided, LIBOR for the next Accrual Period will such LIBOR Determination Date shall be the arithmetic mean of such offered quotations (rounding such arithmetic mean rounded up, if necessary necessary, to the nearest five decimal placesmultiple of 0.0625% per annum);. (iic) If If, on any LIBOR Determination Date Date, only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which (rounded, as aforesaid) that the Trustee Servicer determines to be either (x) the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates offered quotations that leading banks in the City of New York City banks selected by the Depositor Servicer are quoting, quoting on the relevant LIBOR Determination Date, Date for one-month United States Dollar deposits to the principal London offices office of each of the Reference Banks or those of them (being at least two leading banks in number) to which such offered quotations are, in the London interbank market opinion of the Servicer, being so quoted or (By) in the event that the Trustee Servicer can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate arithmetic mean of the offered quotations that leading banks in the City of New York City banks selected by the Depositor Servicer are quoting on such LIBOR Determination Date to leading European banksbanks for one-month United States Dollar deposits; andor (iiid) If If, on any the LIBOR Determination Date Date, the Trustee is required but is unable to determine banks selected as aforesaid by the Reserve Interest Rate Servicer are not quoting as described in the manner provided in paragraph clause (iic) above, LIBOR for the next Accrual such Interest Period will be LIBOR as determined on the previous LIBOR Determination Date or(or ____%, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate). (be) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Class A Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for then current and the relevant Accrual Period, in immediately preceding Interest Periods may be obtained by any Class A Certificateholder by telephoning the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities NewsServicer at ________. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If On each LIBOR ---------------------- Determination Date, the outstanding Certificates include any Servicer will determine LIBOR Certificates, then on each for the Interest Period following such LIBOR Determination Date the Trustee shall determine LIBOR on the basis of the rate for deposits in United States Dollars for the Interest Period following such LIBOR Determination Date which appears on Telerate Page 3750 as of 11:00 A.M. (London time) on such LIBOR Determination Date. (b) If, on any LIBOR Determination Date, such rate does not appear on Telerate Page 3750, LIBOR will be determined on the basis of the rates at which deposits for United States Dollars are offered LIBOR quotations by at least two of the Reference Banks as of at approximately 11:00 a.m. A.M. (London time time) on such LIBOR Determination Date as follows: (i) If on any to prime banks in the London interbank market for the Interest Period following such LIBOR Determination Date two or more Date. The Servicer shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such offered quotationsquotations are provided, LIBOR for the next Accrual Period will such LIBOR Determination Date shall be the arithmetic mean of such offered quotations (rounding such arithmetic mean rounded up, if necessary necessary, to the nearest five decimal placesmultiple of 0.0625% per annum);. (iic) If If, on any LIBOR Determination Date Date, only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which (rounded, as aforesaid) that the Trustee Servicer determines to be either (x) the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates offered quotations that leading banks in the City of New York City banks selected by the Depositor Servicer are quoting, quoting on the relevant LIBOR Determination Date, Date for one-month United States Dollar deposits to the principal London offices office of each of the Reference Banks or those of them (being at least two leading banks in number) to which such offered quotations are, in the London interbank market opinion of the Servicer, being so quoted or (By) in the event that the Trustee Servicer can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate arithmetic mean of the offered quotations that leading banks in the City of New York City banks selected by the Depositor Servicer are quoting on such LIBOR Determination Date to leading European banksbanks for one-month United States Dollar deposits; andor (iiid) If If, on any the LIBOR Determination Date Date, the Trustee is required but is unable to determine banks selected as aforesaid by the Reserve Interest Rate Servicer are not quoting as described in the manner provided in paragraph clause (iic) above, LIBOR for the next Accrual such Interest Period will be LIBOR as determined on the previous LIBOR Determination Date or(or 5.375%, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate). (be) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Class A Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for then current and the relevant Accrual Period, in immediately preceding Interest Periods may be obtained by any Class A Certificateholder by telephoning the absence of manifest error, will be final and bindingServicer at 000-000-0000. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News.[END OF ARTICLE IV] (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations SECTION 8. With respect to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plcSeries 1996-S Certificates, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any Article V of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Agreement shall use its best efforts to designate alternate Reference Banks.read as follows:

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Moneyline Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination DateDate with respect to the Class 1-A-63, Class 1-A-64, Class 1-A-68 and Class 1-A-69 Certificates, 1.310% per annum, and with respect to the Initial LIBOR Rate. (b) Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, 1.320% per annum. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at 300-000-0000 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR quotations for that Interest Period will be the rate per annum shown on page 3750 of the Bridge Telerate Services Report screen or any successor page as the composite offered rate for London interbank deposits for a one-month period, as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which Dollar deposits for a period of the Designated Maturity are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more quotations are provided, the rate for that Interest Period shall be the arithmetic mean of the Reference Banks provide such offered quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for the next Accrual that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of rates quoted by major banks in New York City, selected by the Reference Banks provides such offered quotationsServicer, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks that day for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date United States dollars to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR banks for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case a period of the first LIBOR Determination Date, the Initial LIBOR RateDesignated Maturity. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class A Note Interest Rate, Class B Note Interest Rate (or Rates) and Class C Note Interest Rate applicable to the LIBOR Certificates then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at its corporate trust office at (000) 000-0000 or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Indenture Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newsto each Series 2004-1 Noteholder from time to time. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Indenture Trustee shall use its best efforts send to designate alternate Reference Banksthe Issuer by facsimile transmission, notification of LIBOR for the following Interest Period.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Reuters Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 4.78000%. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (301) 815-6600 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Moneyline Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 1.380% per annum. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at 300-000-0000 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Moneyline Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 3.13%. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (301) 815-6600 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR CertificatesCertificates or consist of any LIBOR Components, then on each LIBOR Determination Date the Trustee shall determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "“Reserve Interest Rate" ” will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee and the Trustee's ’s subsequent calculation of the Certificate Interest Rate or Component Interest Rate (or Rates) applicable to the LIBOR Certificates and LIBOR Components for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "“LIBOR" ” on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.“

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Reuters Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 5.320%. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (866) 846-4526 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date Rate Adjustment Date, the Trustee shall determine LIBOR for the Interest Accrual Period related to the next Distribution Date. As to any Interest Accrual Period, other than the first Interest Accrual Period, LIBOR will equal the rate for United States dollar deposits for one month which appears on the basis Telerate Screen Page 3750 of the offered LIBOR quotations of the Reference Banks Telerate Capital Markets Report as of 11:00 a.m. A.M., London time time, on the related LIBOR Rate Adjustment Date. If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, such other service for displaying LIBOR Determination Date or comparable rates as follows: (i) If on any LIBOR Determination Date two or more may be selected by the Trustee after consultation with the Servicer), the rate will be the Reference Bank Rate. The Trustee will request the principal London office of each of the Reference Banks reference banks to provide a quotation of its rate. If at least two such offered quotationsquotations are provided, LIBOR for the next Accrual Period rate will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) quotations. If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotationsdate fewer than two quotations are provided as requested, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to will be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Servicer, as of 11:00 A.M., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks such date for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date U.S. Dollars to leading European banks; and (iii) banks for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of the Variable Rate Certificates then outstanding. If on any LIBOR Determination Date no such quotations can be obtained, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, rate will be LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date prior Distribution Date, or, in the case of the first LIBOR Determination Rate Adjustment Date, 1.2800%; provided however, if, under the priorities described above, LIBOR for a Distribution Date would be based on LIBOR for the previous Distribution Date for the third consecutive Distribution Date, the Initial LIBOR Rate. Trustee shall select an alternative comparable index (bover which the Trustee has no control), used for determining one-month Eurodollar lending rates that is calculated and published (or otherwise made available) by an independent party. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) Pass-Through Rates applicable to the LIBOR Variable Rate Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. On each LIBOR Determination Date, the Trust Administrator shall determine One-Month LIBOR. The "Interest Settlement Rates" currently are based on rates quoted by 16 British Bankers' Association designated banks as being in the view of such banks, the offered rate at which deposits are being quoted to prime banks in the London interbank market. Such Interest Settlement Rates are calculated by eliminating the four highest rates and the four lowest rates, averaging the eight remaining rates, carrying the result (aexpressed as a percentage) out to six decimal places, and rounding to five decimal places. If the outstanding Certificates include on any LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall Trust Administrator is unable to determine One-Month LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, One-Month LIBOR for the next Interest Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (xi) One-Month LIBOR as determined on the previous LIBOR Determination Date or (yii) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee Trust Administrator determines to be either (a) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-one month Eurodollar U.S. Dollar lending rates rate that New York City banks selected by the Depositor Trust Administrator are quoting, quoting on the relevant LIBOR Determination Date, Date to the principal London offices of at least two leading banks in the London interbank market or (Bb) in the event that the Trustee Trust Administrator can determine no such arithmetic mean, the lowest one-one month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor trust administrator are quoting on such LIBOR Determination Date to leading European banks; and (iii) . If on any LIBOR Determination Date the Trustee Trust Administrator is required required, but is unable unable, to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, One-Month LIBOR for the next Interest Accrual Period will be One-Month LIBOR as determined on the previous One-Month LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) . The establishment of One-Month LIBOR on each LIBOR Determination Date by the Trustee Trust Administrator and the TrusteeTrust Administrator's subsequent calculation of the Certificate Interest Rate (or Rates) rate of interest applicable to the LIBOR Class 1-A-1 Certificates for the relevant related Interest Accrual Period, Period shall (in the absence of manifest error, will ) be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Interest Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Interest Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Interest Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date Date, or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) Rates applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBORLIBO" on the Bloomberg Financial Markets Commodities NewsReuters Monitor Money Rates Service. (c) Within five Business Days of the Trustee's calculation of the Certificate Interest Rates of the LIBOR Certificates, the Trustee shall furnish to the Company by telecopy (or by such other means as the Trustee and the Company may agree from time to time) such Certificate Interest Rates. (d) The Trustee shall provide to Certificateholders who inquire of it by telephone the Certificate Interest Rates of the LIBOR Certificates for the current and immediately preceding Interest Accrual Period. (e) As used herein, "Reference Banks" shall mean no more than four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Reuters Screen LIBOR Index LIBO Page" (as described in the definition of LIBORLIBOR hereof) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor Trustee and are able and willing to provide such quotations to the Depositor Trustee on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Reuters Screen LIBOR Index LIBO Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Trustee, after consultation with the Company, shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date for a Class of LIBOR Certificates, the Trustee Trust Administrator shall determine LIBOR for the applicable Distribution Date on the basis of the offered LIBOR quotations of the Reference Banks British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 a.m. London time on such LIBOR Determination Date Date. As used herein, "Telerate page 3750" means the display designated as follows: (i) page 3750 on the Bridge Telerate Service. If on any LIBOR Determination Date two or more for a Class of LIBOR Certificates, the Trust Administrator is unable to determine LIBOR on the basis of the Reference Banks provide such offered quotationsmethod set forth in the preceding paragraph, LIBOR for the next Accrual Period will applicable Distribution Date shall be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher greater of (x) LIBOR as determined on the previous LIBOR Determination Date or for such Class of LIBOR Certificates and (y) the Reserve Interest Rate. The "Reserve Interest Rate" will shall be the rate per annum that the Trust Administrator determines to be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trust Administrator are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee Trust Administrator can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trust Administrator are quoting on such LIBOR Determination Date to leading European banks; and (iii) . If on any LIBOR Determination Date for a Class of LIBOR Certificates, the Trustee Trust Administrator is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) . The establishment of LIBOR by the Trustee Trust Administrator and the TrusteeTrust Administrator's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If On each LIBOR ---------------------- Determination Date, the outstanding Certificates include any Servicer will determine LIBOR Certificates, then on each for the Interest Period following such LIBOR Determination Date the Trustee shall determine LIBOR on the basis of the rate for deposits in United States Dollars for the Interest Period following such LIBOR Determination Date which appears on Telerate Page 3750 as of 11:00 A.M. (London time) on such LIBOR Determination Date. (b) If, on any LIBOR Determination Date, such rate does not appear on Telerate Page 3750, LIBOR will be determined on the basis of the rates at which deposits for United States Dollars are offered LIBOR quotations by at least two of the Reference Banks as of at approximately 11:00 a.m. A.M. (London time time) on such LIBOR Determination Date as follows: (i) If on any to prime banks in the London interbank market for the Interest Period following such LIBOR Determination Date two or more Date. The Servicer shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such offered quotationsquotations are provided, LIBOR for the next Accrual Period will such LIBOR Determination Date shall be the arithmetic mean of such offered quotations (rounding such arithmetic mean rounded up, if necessary necessary, to the nearest five decimal placesmultiple of 0.0625% per annum);. (iic) If If, on any LIBOR Determination Date Date, only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which (rounded, as aforesaid) that the Trustee Servicer determines to be either (x) the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates offered quotations that leading banks in the City of New York City banks selected by the Depositor Servicer are quoting, quoting on the relevant LIBOR Determination Date, Date for one-month United States Dollar deposits to the principal London offices office of each of the Reference Banks or those of them (being at least two leading banks in number) to which such offered quotations are, in the London interbank market opinion of the Servicer, being so quoted or (By) in the event that the Trustee Servicer can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate arithmetic mean of the offered quotations that leading banks in the City of New York City banks selected by the Depositor Servicer are quoting on such LIBOR Determination Date to leading European banksbanks for one-month United States Dollar deposits; andor (iiid) If If, on any the LIBOR Determination Date Date, the Trustee is required but is unable to determine banks selected as aforesaid by the Reserve Interest Rate Servicer are not quoting as described in the manner provided in paragraph clause (iic) above, LIBOR for the next Accrual such Interest Period will be LIBOR as determined on the previous LIBOR Determination Date or(or 5.625%, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate). (be) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Class A Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for then current and the relevant Accrual Period, in immediately preceding Interest Periods may be obtained by any Class A Certificateholder by telephoning the absence of manifest error, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities NewsServicer at 000-000-0000. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Reuters Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 5.120%. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (301) 815-6600 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Rate Determination Date for a LIBOR Component, the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Reuters Telerate Service. If on any Rate Determination Date for a LIBOR Component, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such LIBOR Component or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a LIBOR Component, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such LIBOR Component, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 5.32%. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, Components in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Components for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (301) 815-6600 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date the Trustee in respect of an Interest Period, Deutsche Bank Trust Company Americas, as Paying Agent, shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a one-month period, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR quotations for that Interest Period will be the rate per annum shown on page 3750 of the Bridge Telerate Services Report screen or any successor page as the composite offered rate for London interbank deposits for a one-month period, as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which U.S. dollar deposits for a one-month period are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided, that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a one-month period. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationsquotations are provided, LIBOR for that Interest Period shall be the next Accrual arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary the rates quoted by major banks in New York City, selected by the Master Servicer, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR leading European banks for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the a one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rateperiod. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class A Note Interest Rate, Class B Note Interest Rate (or Rates) and Class C Note Interest Rate applicable to the LIBOR Certificates then current and the immediately preceding Interest Periods may be obtained by telephoning Deutsche Bank Trust Company Americas, as Paying Agent, at (000) 000-0000 or such other telephone number as shall be designated by the Indenture Trustee for the relevant Accrual Periodsuch purpose by prior written notice by Deutsche Bank Trust Company Americas, in the absence of manifest erroras Paying Agent, will be final and binding. In all cases, the Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newsto each Series 2007-1 Noteholder from time to time. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Indenture Trustee shall use its best efforts send to designate alternate Reference Banks.the Issuer, by facsimile transmission, notification of LIBOR for the following Interest Period. 20 2007-1 Indenture Supplement

Determination of LIBOR. (a) If the outstanding Certificates include any On each Rate Determination Date for a Class of LIBOR Certificates, then on each LIBOR Determination Date the Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on Telerate page 3750 as of 11:00 A.M. London time on such Rate Determination Date. As used herein, "Telerate page 3750" means the display designated as page 3750 on the Moneyline Telerate Service. If on any Rate Determination Date for a Class of LIBOR Certificates, the Trustee is unable to determine LIBOR on the basis of the offered LIBOR quotations of method set forth in the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotationspreceding paragraph, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination applicable Distribution Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest five decimal placeswhole multiple of 1/16%) of the one-month Eurodollar U.S. Dollar lending rates that New York City banks selected by the Depositor Trustee are quoting, on the relevant LIBOR Rate Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar U.S. Dollar lending rate that the New York City banks selected by the Depositor Trustee are quoting on such LIBOR Rate Determination Date to leading European banks; and (iii) . If on any LIBOR Rate Determination Date for a Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) abovethe preceding paragraph, LIBOR for the next Accrual Period applicable Distribution Date will be LIBOR as determined on the previous LIBOR Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the first LIBOR Rate Determination Date, the Initial LIBOR Rate. (b) 3.35%. The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Interest Rate (or Rates) rates of interest applicable to each of the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all casesAfter a Rate Determination Date, the Trustee may conclusively rely on quotations shall provide the Pass-Through Rates of the LIBOR Certificates for the related Distribution Date to Beneficial Owners or Holders of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities News. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established Certificates who place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations a telephone call to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank Trustee at (301) 815-6600 and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of make a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banksrequest therefor.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on each LIBOR Determination Date the Trustee Master Servicer shall determine LIBOR on the basis of the offered LIBOR quotations of the Reference Banks as of 11:00 a.m. London time on such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more of the Reference Banks provide such offered quotations, LIBOR for the next Accrual Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of the Reference Banks provides such offered quotations, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee Master Servicer determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that New York City banks selected by the Depositor are quoting, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks in the London interbank market or (B) in the event that the Trustee Master Servicer can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee Master Servicer is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case of the first LIBOR Determination Date, the Initial LIBOR Rate. (b) The establishment of LIBOR by the Trustee Master Servicer and the TrusteeMaster Servicer's subsequent calculation of the Certificate Interest Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Trustee Master Servicer may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBORLIUS01M" on the Bloomberg Financial Markets Commodities NewsNews and on other quotations, if any, obtained by the Master Servicer pursuant to clauses (a)(ii) and (d) of this Section 4.05. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR LIUS01M Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR LIUS01M Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor shall use its best efforts to designate alternate Reference Banks.

Determination of LIBOR. (a) If the outstanding Certificates include any LIBOR Certificates, then on On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR quotations for that Interest Period will be the rate per annum shown on page 3750 of the Bridge Telerate Services Report screen or any successor page as the composite offered rate for London interbank deposits for a one-month period, as shown under the heading “USD” as of 11:00 a.m., London time, on the LIBOR Determination Date. If no rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based on the rates at which Dollar deposits for a period of the Designated Maturity are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided that if at least two rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate is relevant, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks as to provide a quotation of 11:00 a.m. London time on its rate. If at least two (2) such LIBOR Determination Date as follows: (i) If on any LIBOR Determination Date two or more quotations are provided, the rate for that Interest Period shall be the arithmetic mean of the Reference Banks provide such offered quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for the next Accrual that Interest Period will be the arithmetic mean of such offered quotations (rounding such arithmetic mean if necessary to the nearest five decimal places); (ii) If on any LIBOR Determination Date only one or none of rates quoted by major banks in New York City, selected by the Reference Banks provides such offered quotationsServicer, LIBOR for the next Accrual Period will be whichever is the higher of (x) LIBOR as determined on the previous LIBOR Determination Date or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be either (A) the rate per annum which the Trustee determines to be the arithmetic mean (rounding such arithmetic mean if necessary to the nearest five decimal places) of the one-month Eurodollar lending rates that at approximately 11:00 a.m., New York City banks selected by the Depositor are quotingtime, on the relevant LIBOR Determination Date, to the principal London offices of at least two leading banks that day for loans in the London interbank market or (B) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month Eurodollar lending rate that the New York City banks selected by the Depositor are quoting on such LIBOR Determination Date United States dollars to leading European banks; and (iii) If on any LIBOR Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in paragraph (ii) above, LIBOR banks for the next Accrual Period will be LIBOR as determined on the previous LIBOR Determination Date or, in the case a period of the first LIBOR Determination Date, the Initial LIBOR RateDesignated Maturity. (b) The establishment of LIBOR by the Trustee and the Trustee's subsequent calculation of the Certificate Class B Note Interest Rate (or Rates) and Class C Note Interest Rate applicable to the LIBOR Certificates then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at its corporate trust office at (000) 000-0000 or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, the Indenture Trustee may conclusively rely on quotations of LIBOR for the Reference Banks as such quotations appear on the display designated "LIBOR" on the Bloomberg Financial Markets Commodities Newsto each Series 2005-3 Noteholder from time to time. (c) As used herein, "Reference Banks" shall mean four leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England, (ii) whose quotations appear on the "Bloomberg Screen LIBOR Index Page" (as described in the definition of LIBOR) on the applicable LIBOR Determination Date and (iii) which have been designated as such by the Depositor and are able and willing to provide such quotations to the Depositor on On each LIBOR Determination Date. The Reference Banks initially shall be: Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and Bankers Trust Company. If any of the initial Reference Banks should be removed from the Bloomberg Screen LIBOR Index Page or in any other way fail to meet the qualifications of a Reference Bank, the Depositor Indenture Trustee shall use its best efforts send to designate alternate Reference Banksthe Issuer by facsimile transmission, notification of LIBOR for the following Interest Period.