Common use of Determination of LIBOR Clause in Contracts

Determination of LIBOR. (a) 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 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 to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall be the 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 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 leading European banks for period of the Designated Maturity.

Determination of LIBOR. (a) 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 pagesystem, LIBOR 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 “LIBORLIBOR01” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR “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, 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 the period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR the rate for that Interest Period shall be the arithmetic mean of all quotations providedthe quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for that Interest Period will be the arithmetic mean of 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 leading European banks for a period of the Designated Maturity.

Determination of LIBOR. (a) On each LIBOR for any Interest 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 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 offered rates and if fewer than two rates are displayedfor deposits in the relevant Index Currency having the Index Maturity described in the Pricing Supplement, or if no rate is relevant, the rate for that Interest Period shall be determined commencing on the basis of related Interest Reset Date, as the rates at which deposits appear on the LIBOR Reuters page designated in United States dollars are offered by the Reference Banks at approximately Pricing Supplement as of 11:00 a.m.A.M., London time, on that day Interest Determination Date, if at least two offered rates appear on the designated LIBOR page, except that, if the designated LIBOR Reuters page only provides for a single rate, that single rate will be used. If fewer than two of the rates described above appears on that page or no rate appears on any page on which only one rate normally appears, then the Calculation Agent will determine LIBOR as follows: • The Calculation Agent will select four major banks in the London interbank market, after consultation with the Issuer. On the Interest Determination Date, those four banks will be requested to provide their offered quotations for deposits in the relevant Index Currency having an Index Maturity specified in the Pricing Supplement commencing on the Interest Reset Date to prime banks in the London interbank market for a period of the Designated Maturityat approximately 11:00 A.M., London time. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. • If at least two (2) such quotations are provided, the Calculation Agent will determine LIBOR for that Interest Period shall be as the arithmetic mean of all quotations providedthose quotations. • If fewer than two (2) quotations are provided as requestedprovided, LIBOR for that Interest Period the Calculation Agent will be select, after consultation with the arithmetic mean of the rates quoted by Issuer, three major banks in New York City. On the Interest Determination Date, selected by the Master Servicer, at approximately 11:00 a.m., New York City time, on that day those three banks will be requested to provide their offered quotations for loans in United States dollars the relevant Index Currency having an Index Maturity specified in the Pricing Supplement commencing on the Interest Reset Date to leading European banks at approximately 11:00 A.M., New York time. The Calculation Agent will determine LIBOR as the average of those quotations. • If fewer than three New York City banks selected by the Calculation Agent are quoting rates, LIBOR for that interest period of will remain LIBOR then in effect on the Designated MaturityInterest Determination Date.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest Period after the first Interest Period, the Indenture Trustee 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 period of the Designated Maturityone-month period, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 3750 of the Bridge Telerate Services Report screen or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturityone-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 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 Maturityone-month period. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall be the 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 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 leading European banks for period a one-month period. Notwithstanding the foregoing, LIBOR for the first Interest Period will be determined by reference to straight line interpolation between one-month and two-month LIBOR based on the actual number of days in the Designated Maturityfirst Interest Period.

Determination of LIBOR. (a) 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 for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 3750 of the Bridge Telerate Services Report screen or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturityone-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 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, 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 to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR the rate for that Interest Period shall be the arithmetic mean of all quotations providedthe quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for that Interest Period will be the arithmetic mean of 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 leading European banks for a period of the Designated Maturity.

Determination of LIBOR. [(a) On each LIBOR Determination Date in respect of an Interest PeriodDate, the Indenture Trustee shall determine LIBOR on for the basis of related Interest Period, which shall be the rate per annum displayed for deposits in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits United States dollars for a period equal to one-month (commencing on the first day of such Interest Period) that appears on Reuters Screen LIBOR01 Page as of 11:00 A.M., London time, on such date; provided, however, that with respect to the Designated Maturityfirst Interest Period, LIBOR will be the rate appearing on Reuters Screen LIBOR01 Page (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices) as of 11:00 a.m., London time, on that datedate for an interpolated rate for deposits in United States dollars for a period that corresponds to the actual number of days in the first Interest Period. Upon such determination, the Indenture Trustee shall notify the Servicer of LIBOR for such LIBOR Determination Date. If that such rate does not appear on that display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters page Screen 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 relevantPage, the rate for that Interest Period the LIBOR Determination Date 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.A.M., London time, on that day to prime banks in the London interbank market for a period equal to one-month (or, for the first Interest Period, an interpolated rate for deposits in United States dollars for a period that corresponds to the actual number of days in the Designated Maturityfirst Interest Period) commencing on the first day of such Interest Period. The Indenture Trustee Servicer shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR the rate for that Interest Period LIBOR Determination Date shall be the arithmetic mean of all quotations providedthe quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for that Interest Period will LIBOR Determination Date shall be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Master Servicer, at approximately 11:00 a.m.A.M., New York City time, on that day for loans in United States dollars to leading European banks for a period equal to one-month (or, for the first Interest Period, an interpolated rate for deposits in United States dollars for a period that corresponds to the actual number of days in the Designated Maturityfirst Interest Period) commencing on the first day of such Interest Period. If the banks selected by the Servicer are not quoting rates as provided in the immediately preceding sentence, LIBOR for such Interest Period shall be LIBOR in effect for the immediately preceding Interest Period.

Determination of LIBOR. (a) 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 for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 3750 of the Moneyline Telerate Services Report screen or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturityone-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 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, 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 the period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR the rate for that Interest Period shall be the arithmetic mean of all quotations providedthe quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for that Interest Period will be the arithmetic mean of 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 leading European banks for a period of the Designated Maturity.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest Period after the first Interest Period, the Indenture Trustee 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 period of the Designated Maturityone-month period, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 3750 of the Bridge Telerate Services Report screen or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturityone-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 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 Maturityone-month period. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR the rate for that Interest Period shall be the arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR the rate for that Interest Period will be the arithmetic mean of 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 leading European banks for period a one-month period. Notwithstanding the foregoing, LIBOR for the first Interest Period will be determined by reference to straight line interpolation between one-month and two-month LIBOR based on the actual number of days in the Designated Maturityfirst Interest Period.

Determination of LIBOR. (a) LIBOR applicable to the calculation of the Pass-Through Rate on the LIBOR Certificates for any Interest Accrual Period will be determined as of each LIBOR Rate Adjustment Date. On each LIBOR Determination Rate Adjustment Date, or if such LIBOR Rate Adjustment Date in respect of an is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the Indenture Trustee shall determine LIBOR rate for one month United States dollar deposits that appears 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, Telerate Screen Page 3750 as of 11:00 a.m., London time, on that datesuch LIBOR Rate Adjustment Date. If that rate does not appear on that "Telerate Screen Page 3750" means the display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters designated as 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, 3750 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 Bridge Telerate Service (or such other page as may replace the LIBOR page 3750 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 banks). If such rate does not appear on such page (or such other page as may replace that pagepage on that service, or if such service is no longer offered, LIBOR shall 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 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately 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., London time, on that day the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. The Indenture Trustee shall request the principal London office of each of the Reference Banks reference banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all the quotations providedrounded up to the next multiple of 1/16%. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate 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, shall select an alternative comparable index (over 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 on any LIBOR Rate Adjustment Date and the Trustee's subsequent calculation of the Pass-Through Rates applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly 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 shall supply to any Certificateholder so requesting by calling 1-800-934-6802, the Pass-Through Rate on the LIBOR Certificates for the current and the immediately preceding Interest Accrual Period.

Determination of LIBOR. (a) 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 Maturityone-month period, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR 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 Maturityone-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 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 2009-1 Indenture Supplement 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 Maturityone-month period. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall be the 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 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 leading European banks for period of the Designated Maturitya one-month period.

Determination of LIBOR. (a) 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 Maturityone-month period, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 LIBOR 01 or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturityone-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 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 Maturityone-month period. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall be the 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 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 leading European banks for period of the Designated Maturitya one-month period.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest Period, the Indenture Trustee 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 period of the Designated Maturityone-month period, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 3750 of the Bridge Telerate Services Report screen or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturityone-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 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 Maturityone-month period. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall be the 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 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 leading European banks for period of the Designated Maturitya one-month period.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an If the Interest PeriodRate Basis for this Global Note is LIBOR, the Indenture Trustee shall determine LIBOR as indicated on the basis of face hereof, then LIBOR shall be the rate per annum displayed in the Bloomberg Financial Markets system as the composite London interbank offered rate for London interbank deposits in U.S. dollars and shall be determined in accordance with the following provisions, in each case plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any: LIBOR shall be determined on the applicable Interest Determination Date (a “LIBOR Interest Determination Date”) as the rate for deposits in U.S. dollars for a period of the index maturity specified on the face hereof, commencing on the applicable Interest Reset Date, that appears on the Designated Maturity, LIBOR Page as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR 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 such rate is relevantso appears, the rate for that LIBOR on such LIBOR Interest Period Determination Date shall be determined in accordance with the provisions described in clause (ii) below. With respect to a LIBOR Interest Determination Date on which no rate appears on the basis Designated LIBOR Page as specified in clause (i) above, the Calculation Agent shall request the principal London offices of each of four major reference banks (which may include the Agents or their affiliates) in the London interbank market, as selected by the Province, to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for the period of the rates at which deposits index maturity specified on the face hereof, commencing on the applicable Interest Reset Date, to prime banks in United States dollars are offered by the Reference Banks London interbank market at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date and in a principal amount that day to prime banks in the London interbank market is representative for a period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its ratesingle transaction in U.S. dollars in such market at such time. If at least two (2) such quotations are so provided, then LIBOR for that on such LIBOR Interest Period Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of all quotations providedsuch quotations. If fewer than two (2) quotations are provided as requestedso provided, then LIBOR for that on such LIBOR Interest Period will Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Master Servicer, at approximately 11:00 a.m., in The City of New York, on such LIBOR Interest Determination Date by three major banks (which may include the Agents or their affiliates) in The City of New York City timeselected by the Province, on that day for loans in United States U.S. dollars to leading European banks, having the index maturity specified on the face hereof, commencing on the applicable Interest Reset Date, and in a principal amount that is representative for a single transaction in U.S. dollars in such market at such time; provided, however, that if the banks for period of so selected by the Designated MaturityProvince are not quoting as set forth above, LIBOR determined on such LIBOR Interest Determination Date shall be LIBOR in effect on that LIBOR Interest Determination Date.

Determination of LIBOR. (a) [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 for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 3750 of the Bridge Telerate Services Report screen or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturityone-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 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, 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 to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR the rate for that Interest Period shall be the arithmetic mean of all quotations providedthe quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for that Interest Period will be the arithmetic mean of 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 leading European banks for a period of the Designated Maturity.]

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest PeriodRate Adjustment Date, the Indenture 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 rate per annum displayed in the Bloomberg Financial Telerate Capital Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, Report as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR 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.A.M., London time, on the related LIBOR Determination Rate Adjustment Date. If no such rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based does not appear on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on such page “LIBOR” of the Reuters Monitor Money Rates Service (or such other page as may replace the LIBOR that page on that service, or if such service is no longer offered, such other service for displaying LIBOR or comparable rates as may be selected by the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on Trustee after consultation with the LIBOR Determination Date; provided, that if at least two rates appear on that pageServicer), 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 MaturityBank Rate. The Indenture Trustee shall 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 (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all quotations providedthe quotations. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Master Trustee after consultation with the Servicer, at approximately as of 11:00 a.m.A.M., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Variable Rate Certificates then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date, or, in the case of the first LIBOR 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 Trustee shall select an alternative comparable index (over 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 Pass-Through Rates applicable to the Variable Rate Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding.

Determination of LIBOR. (a) LIBOR applicable to the calculation of the Pass-Through Rate on the LIBOR Certificates for any Interest Accrual Period will be determined as of each LIBOR Rate Adjustment Date. On each LIBOR Determination Rate Adjustment Date, or if such LIBOR Rate Adjustment Date in respect of an is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the Indenture Trustee shall determine LIBOR rate for one month United States dollar deposits that appears 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 for that Interest Period will be the rate per annum shown on Reuters page Screen LIBOR01 Page (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 that page on that service for the purpose of displaying London interbank offered rates of major banks banks) as of 11:00 a.m., London time, on the such LIBOR Determination Rate Adjustment Date; provided, that if at least two rates . If such rate does not appear on such page (or such other page as may replace that pagepage on that service, or if such service is no longer offered, LIBOR shall 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 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately 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., London time, on that day the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. The Indenture Trustee shall 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 (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all the quotations providedrounded up to the next multiple of 1/16%. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate 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 is calculated and published (or otherwise made available) by an independent party. The establishment of LIBOR by the Trustee and the Master Servicer on any LIBOR Rate Adjustment Date and the Master Servicer's subsequent calculation of the Pass-Through Rate applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly 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 will supply to any Certificateholder so requesting by telephone by calling (800) 735-7777 the Pass-Through Rate on the LIBOR Certificates for the current and the immediately xxxxxxxxx Xxxxrest Accrual Period.

Determination of LIBOR. (a) On each LIBOR Interest Determination Date in respect of an Interest PeriodDate, the Indenture Trustee shall calculation agent will determine LIBOR as follows: · If "LIBOR Telerate" is specified on the basis face of this Note, LIBOR will be the rate per annum displayed for deposits in the Bloomberg Financial Markets system 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 composite offered rate for London interbank deposits for a period of the Designated Maturity, designated LIBOR page as of 11:00 a.m.A.M., London time, on that dateInterest Determination Date. · If that rate does not appear "LIBOR Reuters" is described on that display pagethe face of this Note, LIBOR 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 average of the Designated Maturityoffered 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 shown under such rates appear on the heading “USD” as designated LIBOR page of 11:00 a.m.A.M., London time, on the LIBOR that Interest 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 such offered rates appear on the designated LIBOR page. If the 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 Interest Determination Date on which fewer than the required number of applicable rates appear or no rate appears on the applicable designated LIBOR page, the rate calculation agent 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 determine LIBOR as follows: · LIBOR will be determined on the basis of the offered rates at which deposits in United States dollars the LIBOR currency having the Index Maturity described on the face of this note on the Interest Determination Date and in a principal amount that is representative of a single transaction in that market at that time are offered by four major banks in the Reference Banks London interbank market at approximately 11:00 a.m.A.M., London time, on that day the Interest Determination Date to prime banks in the London interbank market for a period of the Designated Maturitymarket. The Indenture Trustee shall calculation agent will select the four banks and request the principal London office of each of the Reference Banks those banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall Determination Date will be the arithmetic mean average of all quotations providedthose quotations. · If fewer than two (2) quotations are provided as requestedmentioned above, LIBOR for that Interest Period will be the arithmetic mean average of the rates quoted by three major banks in New York City, the Principal Financial Center selected by the Master Servicer, calculation agent at approximately 11:00 a.m.A.M., New York City timein the Principal Financial Center, on that day the Interest Determination Date for loans in United States dollars 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 period a single transaction 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 calculation agent are quoting as mentioned above, LIBOR will remain LIBOR then in effect on the Interest Determination Date. "Principal Financial Center" is generally the capital city of the Designated Maturitycountry of the specified LIBOR Currency; 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 specified currency) Melbourne, Toronto, Frankfurt, Milan and Zurich, respectively.

Determination of LIBOR. (a) LIBOR applicable to the calculation of the Pass-Through Rate on the LIBOR Certificates for any Interest Accrual Period will be determined as of each LIBOR Rate Adjustment Date. On each LIBOR Determination Rate Adjustment Date, or if such LIBOR Rate Adjustment Date in respect of an is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the Indenture Trustee shall determine LIBOR rate for United States dollar deposits for one month which appears 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 for that Interest Period will be the rate per annum shown on Reuters Screen LIBOR01 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 second LIBOR Determination Business Day prior to the first day of that Interest Accrual Period, or the LIBOR Rate Adjustment Date. If no rate is shown Reuters Screen LIBOR01 page means the display designated as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based page LIBOR01 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 Screen or such any other page as may replace the LIBOR 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 banks. If such rate does not appear on such page (or such other page as may replace that pagepage on that service, or if such service is no longer offered, LIBOR shall 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 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately 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., London time, on that day the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. The Indenture Trustee shall 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 (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all the quotations providedrounded up to the next multiple of 1/16%. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate 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 is calculated and published (or otherwise made available) by an independent party. The establishment of LIBOR by the Trustee and the Master Servicer on any LIBOR Rate Adjustment Date and the Master Servicer's subsequent calculation of the Pass-Through Rate applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly 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 will supply to any Certificateholder so requesting by telephone by calling (000) 000-0000 the Pass-Through Rate on the LIBOR Certificates for the 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 provided in the Swap Agreement.

Determination of LIBOR. (a) [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 pagesystem, LIBOR 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 “LIBORLIBOR01” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR “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, 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 to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR the rate for that Interest Period shall be the arithmetic mean of all quotations providedthe quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for that Interest Period will be the arithmetic mean of 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 leading European banks for a period of the Designated Maturity.]

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest PeriodDate, the Indenture Trustee shall determine LIBOR on for the basis of related Interest Period, which shall be the rate per annum displayed for deposits in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits United States dollars for a period equal to one-month (commencing on the first day of such Interest Period) that appears on Reuters Screen LIBOR01 Page as of 11:00 A.M., London time, on such date; provided, however, that with respect to the Designated Maturityfirst Interest Period, LIBOR will be the rate appearing on Reuters Screen LIBOR01 Page (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices) as of 11:00 a.m., London time, on that datedate for an interpolated rate for deposits in United States dollars for a period that corresponds to the actual number of days in the first Interest Period. Upon such determination, the Indenture Trustee shall notify the Servicer of LIBOR for such LIBOR Determination Date. If that such rate does not appear on that display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters page Screen 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 relevantPage, the rate for that Interest Period the LIBOR Determination Date 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.A.M., London time, on that day to prime banks in the London interbank market for a period equal to one-month (or, for the first Interest Period, an interpolated rate for deposits in United States dollars for a period that corresponds to the actual number of days in the Designated Maturityfirst Interest Period) commencing on the first day of such Interest Period. The Indenture Trustee Servicer shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR the rate for that Interest Period LIBOR Determination Date shall be the arithmetic mean of all quotations providedthe quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for that Interest Period will LIBOR Determination Date shall be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Master Servicer, at approximately 11:00 a.m.A.M., New York City time, on that day for loans in United States dollars to leading European banks for a period equal to one-month (or, for the first Interest Period, an interpolated rate for deposits in United States dollars for a period that corresponds to the actual number of days in the Designated Maturityfirst Interest Period) commencing on the first day of such Interest Period. If the banks selected by the Servicer are not quoting rates as provided in the immediately preceding sentence, LIBOR for such Interest Period shall be LIBOR in effect for the immediately preceding Interest Period.

Determination of LIBOR. (a) LIBOR applicable to the calculation of the Pass-Through Rate on the Class A and Class M Certificates for any Interest Accrual Period will be determined on each LIBOR Rate Adjustment Date. On each LIBOR Determination Rate Adjustment Date, or if such LIBOR Rate Adjustment Date in respect of an is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the Indenture Trustee shall determine LIBOR rate for one month United States dollar deposits that appears 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, Telerate Screen Page 3750 as of 11:00 a.m.A.M., London time, on that datesuch LIBOR Rate Adjustment Date. If that rate does not appear on that "Telerate Screen Page 3750" means the display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters designated as 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, 3750 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 Bridge Telerate Service (or such other page as may replace the LIBOR page 3750 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 banks). If such rate does not appear on such page (or such other page as may replace that pagepage on that service, or if such service is no longer offered, LIBOR shall 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 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately 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, on that day the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Class A and Class M Certificates then outstanding. The Indenture Trustee shall request the principal London office of each of the Reference Banks reference banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all the quotations providedrounded up to the next multiple of 1/16%. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m.A.M., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Class A and Class M 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 is calculated and published (or otherwise made available) by an independent party. The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the Trustee's subsequent calculation of the Pass-Through Rates applicable to the Class A and Class M Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly 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 shall supply to any Certificateholder so requesting by calling the Trustee at 1-800-934-6802 the Pass-Through Rate on the Class A and Class M Certificates for the current and the immediately preceding Interest Accrual Period.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest PeriodDate, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed 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 the Bloomberg Financial Markets system Reuters Monitor Money Rates Service, or such other service as may be nominated as the composite offered information vendor for the purpose of displaying rates or prices comparable to the interest rate for London interbank deposits for a period of on the Designated Maturity, Notes) as of 11:00 a.m., London time, on that such date. If that such rate does not appear on that display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters page Screen 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 Page (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 LIBOR Determination Date will 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 Maturityone-month period. The Indenture Trustee shall request the principal London office of each of the If on such LIBOR Determination Date two or more Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are providedoffered quotations, LIBOR for that such related Interest Period shall be the arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Accrual Period will be the arithmetic mean of such offered quotations (rounded upwards if necessary to the nearest whole multiple of 0.0001%). If on such LIBOR Determination Date fewer than two Reference Banks provide such offered quotations, LIBOR for the related Interest Accrual Period will be the arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 0.0001%) of the one-month U.S. dollar lending rates quoted by major banks in that three New York City, City banks selected by the Master Servicer, Trustee are quoting at approximately 11:00 a.m., a.m. (New York City time, ) on that day for loans in United States dollars the relevant LIBOR Determination Date to leading European banks for period banks. The establishment of LIBOR on each LIBOR Determination Date by the Trustee and the Trustee’s calculation of the Designated Maturityrate of interest applicable to the Class A-2 Notes for the related Interest Accrual Period will (in the absence of manifest error) be final and binding. The Trustee shall, upon the establishment of LIBOR on each LIBOR Determination Date, notify the Issuer and the Servicer of the rate.

Determination of LIBOR. If the 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 means: (ai) On each the rate for deposits in the Designated LIBOR Currency (as defined below) having the Index Maturity specified above commencing on the Interest Reset Date immediately following such Interest Determination Date in respect of an Interest Period, the Indenture Trustee shall determine LIBOR that appears on the basis of the rate per annum displayed in the Bloomberg Financial Markets system Designated LIBOR Page (as the composite offered rate for London interbank deposits for a period of the Designated Maturity, defined below) as of 11:00 a.m.A.M., London time, on that date. If that Interest Determination Date, or (ii) if the rate referred to in clause (i) does not appear on that display pagethe Designated LIBOR Page, LIBOR for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 or any successor page as Calculation Agent shall request the composite offered rate for 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 a the period of the Designated MaturityIndex Maturity specified above, as shown under the heading “USD” as of 11:00 a.m., London time, commencing on the LIBOR Interest Reset Date immediately following such Interest 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 at approximately 11:00 A.M., London time, on such Interest Determination Date and in a principal amount that is representative for a period of the single transaction in such Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rateLIBOR Currency in that market at that time. If at least two (2) such quotations are provided, then LIBOR for that on such Interest Period shall be the arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period Determination Date will be the arithmetic mean of such quotations and calculated by the Calculation Agent. If fewer than two such quotations are provided, then LIBOR on such Interest Determination Date will be the arithmetic mean calculated by the Calculation Agent of the 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 the agents or their affiliates) in New York City, such Principal Financial Center selected by the Master Servicer, at approximately 11:00 a.m., New York City time, on that day Calculation Agent for loans in United States dollars the Designated LIBOR Currency to leading European banks, 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 the banks for period of so selected by the Designated MaturityCalculation Agent are not quoting as mentioned in clause (ii) above, LIBOR in effect on the applicable Interest Determination Date.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest Period after the first Interest Period, the Indenture Trustee 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 period of the Designated Maturityone-month period, as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 3750 of the Bridge Telerate Services Report screen or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturityone-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 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 Maturityone-month period. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR the rate for that Interest Period shall be the arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR the rate for that Interest Period will be the arithmetic mean of 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 leading European banks for period a one-month period. Notwithstanding the foregoing, LIBOR for the first Interest Period will be determined by reference to straight line interpolation between one-month and two-month LIBOR based on the actual number of days in the Designated Maturityfirst Interest Period.

Determination of LIBOR. (a) LIBOR applicable to the calculation of the Pass-Through Rate on the LIBOR Certificates for any Interest Accrual Period will be determined as of each LIBOR Rate Adjustment Date. On each LIBOR Determination Rate Adjustment Date, or if such LIBOR Rate Adjustment Date in respect of an is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the Indenture Trustee shall determine LIBOR rate for one month United States dollar deposits that appears 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, Telerate Screen Page 3750 as of 11:00 a.m., London time, on that datesuch LIBOR Rate Adjustment Date. If that rate does not appear on that "Telerate Screen Page 3750" means the display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters designated as 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, 3750 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 Bridge Telerate Service (or such other page as may replace the LIBOR page 3750 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 banks). If such rate does not appear on such page (or such other page as may replace that pagepage on that service, or if such service is no longer offered, LIBOR shall 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 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately 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., London time, on that day the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. The Indenture Trustee shall request the principal London office of each of the Reference Banks reference banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all the quotations providedrounded up to the next multiple of 1/16%. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate 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 is calculated and published (or otherwise made available) by an independent party. The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the Trustee's subsequent calculation of the Pass-Through Rates applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly 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 shall supply to any Certificateholder so requesting by calling the Trustee's bondholders services group at 1-800-934-6802, the Pass-Through Rate on the LIBOR Certificates for the current and the immediately preceding Interest Accrual Period.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest PeriodDate, the Indenture Trustee Trust Administrator shall determine LIBOR One-Month LIBOR. The "Interest Settlement Rates" currently are based on the basis of the rate per annum displayed rates quoted by 16 British Bankers' Association designated banks as being in the Bloomberg Financial Markets system as view of such banks, 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 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 being quoted to prime banks in the London interbank market for 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 (expressed as a period percentage) out to six decimal places, and rounding to five decimal places. If on any LIBOR Determination Date the Trust Administrator is unable to determine One-Month LIBOR on the basis of the Designated Maturity. The Indenture Trustee shall request method set forth in the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are providedpreceding paragraph, One-Month LIBOR for that the next Interest Period shall be the arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Accrual Period will be the higher of (i) One-Month LIBOR as determined on the previous LIBOR Determination Date or (ii) the Reserve Interest Rate. The "Reserve Interest Rate" will be the rate per annum which the Trust Administrator determines to be either (a) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest whole multiple of 1/16%) of the rates quoted by major banks in one month U.S. Dollar lending rate that New York City, City banks selected by the Master ServicerTrust 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 Trust Administrator can determine no such arithmetic mean, at approximately 11:00 a.m., the lowest one month U.S. Dollar lending rate that the New York City time, banks selected by the trust administrator are quoting on that day for loans in United States dollars such LIBOR Determination Date to leading European banks banks. If on any LIBOR Determination Date the Trust Administrator is required, but is unable, to determine the Reserve Interest Rate in the manner provided in the preceding paragraph, One-Month LIBOR for period 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 Designated Maturityfirst LIBOR Determination Date, the Initial LIBOR Rate. The establishment of One-Month LIBOR on each LIBOR Determination Date by the Trust Administrator and the Trust Administrator's calculation of the rate of interest applicable to the Class 6-A-1 Certificates for the related Interest Accrual Period shall (in the absence of manifest error) be final and binding.

Determination of LIBOR. (a) LIBOR applicable to the calculation of the Pass-Through Rate on the LIBOR Certificates for any Interest Accrual Period will be determined as of each LIBOR Rate Adjustment Date. On each LIBOR Determination Rate Adjustment Date, or if such LIBOR Rate Adjustment Date in respect of an is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the Indenture Trustee shall determine LIBOR rate for one month United States dollar deposits that appears 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 for that Interest Period will be the rate per annum shown on Reuters page Screen LIBOR01 Page (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 that page on that service for the purpose of displaying London interbank offered rates of major banks banks) as of 11:00 a.m., London time, on the such LIBOR Determination Rate Adjustment Date; provided, that if at least two rates . If such rate does not appear on such page (or such other page as may replace that pagepage on that service, or if such service is no longer offered, LIBOR shall 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 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately 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., London time, on that day the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. The Indenture Trustee shall 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 (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all the quotations providedrounded up to the next multiple of 1/16%. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate 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 is calculated and published (or otherwise made available) by an independent party. The establishment of LIBOR by the Trustee and the Master Servicer on any LIBOR Rate Adjustment Date and the Master Servicer's subsequent calculation of the Pass-Through Rate applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly 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 will supply to any Certificateholder so requesting by telephone by calling (000) 000-0000 the Pass-Through Rate on the LIBOR Certificates for the current and the immediately preceding Interest Accrual Period.

Determination of LIBOR. (a) 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 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 “LIBORLIBOR01” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR LIBOR01 page on that service for the purpose of displaying London 30 Indenture Supplement Series 2014-VFN[—] interbank offered rates of major banks as of 11:00 a.m., London time, on the LIBOR Determination Date; provided, 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 the period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR the rate for that Interest Period shall be the arithmetic mean of all quotations providedthe quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for that Interest Period will be the arithmetic mean of 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 leading European banks for a period of the Designated Maturity.

Determination of LIBOR. (a) LIBOR applicable to the calculation of the Pass-Through Rate on the LIBOR Certificates for any Interest Accrual Period will be determined as of each LIBOR Rate Adjustment Date. On each LIBOR Determination Rate Adjustment Date, or if such LIBOR Rate Adjustment Date in respect of an is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the Indenture Trustee shall determine LIBOR rate for one month United States dollar deposits that appears 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, Telerate Screen Page 3750 as of 11:00 a.m., London time, on that datesuch LIBOR Rate Adjustment Date. If that rate does not appear on that "Telerate Screen Page 3750" means the display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters designated as 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, 3750 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 Bridge Telerate Service (or such other page as may replace the LIBOR page 3750 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 banks). If such rate does not appear on such page (or such other page as may replace that pagepage on that service, or if such service is no longer offered, LIBOR shall 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 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately 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., London time, on that day the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. The Indenture Trustee shall request the principal London office of each of the Reference Banks reference banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all the quotations providedrounded up to the next multiple of 1/16%. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturity.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, shall select an alternative comparable index (over 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 on any LIBOR Rate Adjustment Date and the Trustee's subsequent calculation of the Pass-Through Rates applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly 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 shall supply to any Certificateholder so requesting by calling the Bondholder Inquiry Line at 1-800-275-2048, the Pass-Through Rate on the LIBOR Certificates for the current and the immediately xxxxxxxxx Xxxxrest Accrual Period. ARTICLE II

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest PeriodRate Adjustment Date, the Indenture 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 rate per annum displayed in the Bloomberg Financial Bridge Telerate Capital Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, Report as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR 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.A.M., London time, on the related LIBOR Determination Rate Adjustment Date. If no such rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based does not appear on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on such page “LIBOR” of the Reuters Monitor Money Rates Service (or such other page as may replace the LIBOR that page on that service, or if such service is no longer offered, such other service for displaying LIBOR or comparable rates as may be selected by the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on Trustee after consultation with the LIBOR Determination Date; provided, that if at least two rates appear on that pageServicer), 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 MaturityBank Rate. The Indenture Trustee shall 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 (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all quotations providedthe quotations. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Master Trustee after consultation with the Servicer, at approximately as of 11:00 a.m.A.M., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Variable Rate Certificates then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date, or, in the case of the first LIBOR Rate Adjustment Date, 1.84000%; 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 shall select an alternative comparable index (over 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 Pass-Through Rates applicable to the Variable Rate Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest a Distribution Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed for deposits 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 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 United States dollars for a period of the Designated Maturity are displayed which appears on page “LIBOR” of the Reuters Monitor Money Rates Service Screen LIBOR01 page, or such any other page as may replace the LIBOR such page on that service for the purpose of displaying London interbank offered comparable rates of major banks or price, as of 11:00 a.m., a.m. London time, on the LIBOR Determination Date; provided, that if at least two rates such date. If such rate does not appear on that Reuters Screen LIBOR01 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 relevantsuch comparable page, the rate for that Interest Period LIBOR Determination Date 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 to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR the rate for that Interest Period LIBOR Determination Date shall be the arithmetic mean of all quotations providedthe quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for that Interest Period LIBOR Determination Date will be the arithmetic mean of the rates quoted by four 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 leading European banks for a period of the Designated Maturity. LIBOR for the first Interest Period shall be determined by straight-line interpolation, based on the actual number of days in the first Interest Period from the Closing Date to but excluding June 15, 2015, between two rates determined in accordance with the preceding paragraph, one of which will be determined for a maturity of (1) month and one of which will be determined for a maturity of two (2) months.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an If the Interest PeriodRate Basis specified on the face hereof is LIBOR, the Indenture Trustee interest rate with respect to this Note for any Interest Reset Date shall determine LIBOR on be determined by the basis Calculation Agent and shall equal to the greater of either (i) the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for deposits in U.S. dollars having the Index Maturity specified on the face hereof commencing on the second London interbank deposits for a period of Market Day immediately following the Designated Maturity, Interest Determination Date which appears on the Telerate Page 3750 (as defined herein) as of 11:00 a.m.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 date. If that rate does not appear on that display page, LIBOR 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 such offered rates appear on that pagethe Reuters Screen LIBO Page, adjusted by the rate 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 arithmetic mean of the displayed rates and Telerate Page 3750 or if fewer than two offered rates are displayed, or if no rate is relevantappear on the Reuters Screen LIBO Page, the rate for that in respect of such Interest Period shall Determination Date will be determined on the basis of the rates at which deposits in United States U.S. dollars are offered by four major banks in the Reference Banks London interbank market (selected by the Calculation Agent) at approximately 11:00 a.m.A.M., London time, on that day the Interest Determination Date next preceding the relevant Interest Reset Date 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 to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for Index Maturity commencing on that Interest Period shall be the arithmetic mean of all quotations provided. If fewer Reset Date and in a principal amount equal to an amount not less than two (2) quotations are provided as requested, LIBOR for $1,000,000 that Interest Period will be the arithmetic mean of 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 leading European banks for period of the Designated Maturity.is

Determination of LIBOR. (a) On If the 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 Interest Determination Date will be the rate for deposits in respect of an Interest Period, the Indenture Trustee shall determine LIBOR Currency having the Index Maturity described in the related pricing supplement on the basis of the applicable Interest Reset Date, as such rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of appears on the Designated Maturity, LIBOR Page as of 11:00 a.m.A.M., London time, on that dateInterest Determination Date. - If that rate does not appear on that display pagethe pricing supplement specifies "LIBOR Reuters", LIBOR for that on any Interest Period Determination Date 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 average of the Designated Maturityoffered rates for deposits in the LIBOR Currency having the Index Maturity described in the related pricing supplement on the applicable Interest Reset Date, as shown under such rates appear on the heading “USD” Designated LIBOR Page as of 11:00 a.m.A.M., London time, on the LIBOR that Interest 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 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 page, the single rate will be the arithmetic mean used regardless of the displayed rates and if foregoing provisions requiring more than one rate. On any Interest Determination Date on which fewer than two the required number of applicable rates are displayed, appear or if no rate is relevantappears on the applicable Designated LIBOR Page, the rate for that Interest Period shall LIBOR will be determined as follows: - LIBOR will be determined on the basis of the offered rates at which deposits in United States dollars the LIBOR Currency having the Index Maturity described in the related pricing supplement on the Interest Determination Date and in a principal amount that is representative of a single transaction in that market at that time are offered by four major banks in the Reference Banks London interbank market at approximately 11:00 a.m.A.M., London time, on that day the Interest Determination Date to prime banks in the London interbank market for a period of the Designated Maturitymarket. The Indenture Trustee shall calculation agent will select the four banks and request the principal London office of each of the Reference Banks those banks to provide a quotation of its raterate for deposits in the LIBOR Currency. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall Determination Date will be the arithmetic mean average of all quotations providedthose quotations. - If fewer than two (2) quotations are provided as requestedmentioned above, LIBOR for that Interest Period will be the arithmetic mean average of the rates quoted by three major banks in New York City, the Principal Financial Center selected by the Master Servicer, calculation agent at approximately 11:00 a.m., New York City timeA.M. in the Principal Financial Center, on that day the Interest Determination Date for loans in United States dollars to leading European Europeans banks in the LIBOR Currency having the Index Maturity designated in the pricing supplement and in a principal amount that is representative for period of a single transaction in the Designated MaturityLIBOR 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 calculation agent are quoting as mentioned above, LIBOR will remain LIBOR then in effect on that Interest Determination Date.

Determination of LIBOR. LIBOR for any Interest Accrual Period (aother than the first Interest Accrual Period) after the initial Interest Accrual Period shall be determined as described below. On each Rate Adjustment Date, LIBOR Determination Date in respect of an ("LIBOR") shall be established by the Trustee and as to any Interest Accrual Period (other than the first Interest Accrual Period), LIBOR shall equal the Indenture Trustee shall determine LIBOR rate for United States dollar deposits for one month which appears 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, Dow Jones Telerate Screen Page 3750 as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR 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.A.M., London time, on the sxxxxx LIBOR Determination Business Day (defined below) prior to the first day of such Interest Accrual Period (each such day, a "Rate Adjustment Date"). If no rate is shown "Telerate Screen Page 3750" means the display designated as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based page 3750 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 Telerate Service (or such other page as may replace the LIBOR page 3750 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 banks). If such rate does not appear on such page (or such other page as may replace Page 3750 on that page, service or such other service as may be nominated by the British Bankers' Association as the information vendor for the purpose of displaying British Bankers' Association Interest Settlement Rates for U.S. Dollar deposits) the rate will shall be the arithmetic mean of Reference Bank Rate. The Trustee shall determine 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 "Reference Bank Rate" on the basis of the rates at which deposits in United States U.S. dollars are offered by the Reference Banks at approximately reference banks (which shall be four major banks that are engaged in transactions in the London interbank market) as of 11:00 a.m.A.M., London time, on the day that day is two LIBOR Business Days prior to prime the immediately preceding Distribution Date to leading banks in the London interbank market for a period of the Designated Maturitymarket. The Indenture Trustee shall request the principal London office of each of the Reference Banks reference banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period the rate shall be the arithmetic mean of all quotations providedthe quotations. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period will the rate shall be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Master ServicerTrustee on such date for deposits in U.S. Dollars to major banks in the London interbank market, at approximately 11:00 a.m.or if fewer than two such quotations are available, New York City time, on that day for loans in United States dollars to leading European banks and Canadian Banks. If no such quotations can be obtained, the rate shall be LIBOR for period the prior Distribution Date, or in the case of the Designated Maturityfirst Rate Adjustment Date, 5.320%. "LIBOR Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the city of London, England are required or authorized by law to be closed. The establishment of LIBOR by the Trustee and its subsequent calculation of the Pass-Through Rates applicable to the Class CF and Class CS certificates for the relevant Interest Accrual Period, in the absence of manifest error, shall be final and binding.

Determination of LIBOR. (a) 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 for that Interest Period will be the rate per annum shown on Reuters page LIBOR01 3750 of the Moneyline Telerate Services Report screen or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturityone-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 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, 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 to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR the rate for that Interest Period shall be the arithmetic mean of all quotations providedthe quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for that Interest Period will be the arithmetic mean of 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 leading European banks for a period of the Designated Maturity.

Determination of LIBOR. LIBOR applicable to the calculation of the Pass-Through Rates on the Adjustable Rate Certificates for any Interest Accrual Period (aother than the initial Interest Accrual Period) will be determined as described below: On each Distribution Date, LIBOR Determination Date in respect of an shall be established by the Trustee and as to any Interest Accrual Period for the Adjustable Rate Certificates, other than the initial Interest Accrual Period, LIBOR will equal the Indenture Trustee shall determine LIBOR rate for United States dollar deposits for one month which appears on the basis Telerate Screen Page 3750 of the rate per annum displayed in the Bloomberg Financial Moneyline Telerate Capital Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, Report as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR 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.A.M., London time, on the second LIBOR Determination Date. If no rate is shown as described in business day prior to the preceding two sentences, LIBOR for first day of that Interest Period will be Accrual Period, or the LIBOR rate per annum based adjustment date. Telerate Screen Page 3750 means the display designated as page 3750 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 Telerate Service or such any other page as may replace the LIBOR page 3750 on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on banks. If the LIBOR Determination Date; provided, that if at least two rates rate does not appear on that pagepage or any other page as may replace that page on that service, or if the service is no longer offered, any other service for displaying LIBOR or comparable rates that may be selected by the trustee after consultation with the master servicer, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no reference bank rate. The reference bank rate is relevant, the rate for that Interest Period shall will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately reference banks, which shall be three major banks that are engaged in transactions in the London interbank market, selected by the trustee after consultation with the Master Servicer. The reference bank rate will be determined as of 11:00 a.m.A.M., London time, on the day that is one LIBOR business day prior to the immediately preceding Distribution Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Adjustable Rate Certificates then outstanding. The Indenture Trustee shall 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 (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all quotations providedthe quotations. If on that date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m.A.M., New York City time, on that day date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Adjustable Rate Certificates then outstanding. If no quotations can be obtained, the rate will be LIBOR for the prior Distribution Date, or in the case of the first LIBOR rate adjustment date, 2.85% per annum; provided however, if, under the priorities listed previously in this paragraph, LIBOR for a Distribution Date would be based on LIBOR for the previous Distribution Date for the third consecutive Distribution Date, the Trustee shall, after consultation with the Master Servicer, select an alternative comparable index over 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. LIBOR business day means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the city of London, England are required or authorized by law to be closed. The establishment of LIBOR by the Trustee and the Master Servicer's subsequent calculation of the Pass-through Rates applicable to the Adjustable Rate Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding.

Determination of LIBOR. (a) 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 for that the initial Interest Accrual Period will be equal to 5.32% per annum. LIBOR applicable to the calculation of the Pass-Through Rates on the Adjustable Rate Certificates for any Interest Accrual Period after the initial Interest Accrual Period will be determined as described below: With respect to each Distribution Date, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period (other than the initial Interest Accrual Period), will equal the rate per annum shown for one month United States dollar deposits that appears on the Reuters page LIBOR01 or any successor page as the composite offered rate for London interbank deposits for a period Screen LIBOR 01 of the Designated Maturity, as shown under the heading “USD” Reuters Monitor Money Rates Services display as of 11:00 a.m., London time, on the second LIBOR Determination Business Day prior to the first day of such Interest Accrual Period ("LIBOR Rate Adjustment Date"). If no rate is shown Reuters Screen LIBOR01 means the display designated 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 Services or such any other page display as may replace the LIBOR page Reuters Screen LIBOR01 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 banks. If such rate does not appear on such page (or such other page as may replace that pagepage on that service, or if such service is no longer offered, any 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 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately 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., London time, on the day that day is one LIBOR Business Day prior to the immediately preceding Distribution Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Adjustable Rate Certificates then outstanding. The Indenture Trustee shall 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 (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all the quotations providedrounded up to the next multiple of 1/16%. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Adjustable Rate Certificates then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date, or, in the case of the first LIBOR Rate Adjustment Date, 5.32% per annum; 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 shall, after consultation with the Master Servicer, select an alternative comparable index (over 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 on any LIBOR Rate Adjustment Date and the Master Servicer's subsequent calculation of the Pass-Through Rates applicable to each of the Adjustable Rate Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly 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 will supply the Pass-Through Rates on each of the Adjustable Rate Certificates for the current and the immediately preceding Interest Accrual Period via the Trustee's internet website located at http://www.usbank.com/mbs or whicx xxx xx xxxxxxxx xx xxxxphoning the Trustee at 1-800-735-7777.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest PeriodDate, the Indenture Trustee Master Servicer shall determine LIBOR based on the basis “Interest Settlement Rate” for U.S. dollar deposits of one-month maturity set by 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, BBA as of 11:00 a.m., a.m. (London time) on such LIBOR Determination Date (“LIBOR”). With respect to any LIBOR Determination Date, on that date. If that rate if the BBA’s “Interest Settlement Rate” does not appear on that display page, LIBOR 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” Telerate Page as of 11:00 a.m., a.m. (London time) on such date, 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 or if the Designated Maturity are displayed Telerate Page is not available on page “LIBOR” of such date, the Master Servicer shall obtain such rate from either (i) the Reuters Monitor Money Rates Service page “LIBOR01” or (ii) Bloomberg L.P. page “BBAM.” If such other page as may replace the LIBOR page on that service rate is not published for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on the such LIBOR Determination Date; provided, LIBOR for such date shall be the most recently published Interest Settlement Rate. In the event that if at least two rates appear on that pagethe BBA no longer sets an Interest Settlement Rate, the rate will be Master Servicer shall designate an alternative index that has performed, or that the arithmetic mean Master Servicer expects to perform, in a manner substantially similar to the BBA’s Interest Settlement Rate. The Master Servicer shall select a particular index as the alternative index only if it receives an Opinion of Counsel that the selection of such index shall not cause any REMIC established hereunder to lose its classification as a REMIC for federal income tax purposes. The establishment of LIBOR on each LIBOR Determination Date by the Master Servicer and the Master Servicer’s calculation of the displayed rates Bond Interest Rate applicable to each Class of LIBOR Bonds for the related Accrual Period shall (in the absence of manifest error) be final and if fewer than two rates are displayed, or if no rate is relevant, binding. 50 LIBOR for the rate for that Interest initial Accrual 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 to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall be the 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 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 leading European banks for period of the Designated Maturity[___]%.

Determination of LIBOR. LIBOR applicable to the calculation of the Pass-Through Rates on the LIBOR Certificates for any Interest Accrual Period (aother than the initial Interest Accrual Period) On will be determined on each LIBOR Determination Rate Adjustment Date in respect of an as follow: For any Interest Accrual Period other than the first Interest Accrual Period, the Indenture Trustee shall determine LIBOR rate for United States dollar deposits for one month which appears 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, Telerate Screen Page 3750 as of 11:00 a.m.A.M., London London, England time, on that datethe second LIBOR Business Day prior to the first day of such Interest Accrual Period. For the first Interest Accrual Period, LIBOR equals 4.92% with respect to the LIBOR Certificates. If that such rate does not appear on that display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters such 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 that page on that service, or if such service is no longer offered, such other service for displaying LIBOR or comparable rates as may be reasonably selected by the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on Trustee after consultation with the LIBOR Determination Date; provided, that if at least two rates appear on that pageServicer), the rate will be the arithmetic mean of the displayed rates Reference Bank Rate. If no such quotations can be obtained and if fewer than two rates are displayed, or if no Reference Bank rate is relevantavailable, LIBOR will be LIBOR applicable to the rate for that Interest Period shall be determined on preceding Distribution Date; provided however, if, under 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 to provide a quotation of its rate. If at least two (2) such quotations are providedpriorities described above, LIBOR for that Interest Period shall a Distribution Date would be the arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, based on LIBOR for the previous Distribution Date for the third consecutive Distribution Date, the Trustee shall select an alternative comparable index (over 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 on any Rate Adjustment Date and the Trustee's subsequent calculation of the Pass-Through Rates applicable to the LIBOR Certificates for the relevant Interest Period Accrual Period, in the absence of manifest error, will be final and binding. Promptly following each Rate Adjustment Date the arithmetic mean Trustee shall supply the Servicer and the Seller with the results of its determination of LIBOR on such date. Furthermore, the rates quoted Trustee will supply to any Certificateholder so requesting by major banks in New York City, selected by telephone the Master Servicer, at approximately 11:00 a.m., New York City time, Pass-Through Rates on that day the LIBOR Certificates for loans in United States dollars to leading European banks for period of the Designated Maturitycurrent and the immediately preceding Interest Accrual Periods.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest PeriodRate Adjustment Date, the Indenture 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 rate per annum displayed in the Bloomberg Financial Telerate Capital Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, Report as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR 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.A.M., London time, on the related LIBOR Determination Rate Adjustment Date. If no such rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based does not appear on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on such page “LIBOR” of the Reuters Monitor Money Rates Service (or such other page as may replace the LIBOR that page on that service, or if such service is no longer offered, such other service for displaying LIBOR or comparable rates as may be selected by the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on Trustee after consultation with the LIBOR Determination Date; provided, that if at least two rates appear on that pageServicer), 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 MaturityBank Rate. The Indenture Trustee shall 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 (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all quotations providedthe quotations. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Master Trustee after consultation with the Servicer, at approximately as of 11:00 a.m.A.M., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Variable Rate Certificates then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date, or, in the case of the first LIBOR 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 Trustee shall select an alternative comparable index (over 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 Pass-Through Rates applicable to the Variable Rate Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest PeriodDate, the Indenture Trustee shall determine LIBOR on for the basis of related Interest Period, which shall be the rate per annum displayed for deposits in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits United States dollars for a period equal to one-month (commencing on the first day of such Interest Period) that appears on Reuters Screen LIBOR01 Page as of 11:00 A.M., London time, on such date; provided, however, that with respect to the Designated Maturityfirst Interest Period, LIBOR will be the rate Back to Contents appearing on Reuters Screen LIBOR01 Page (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices) as of 11:00 a.m., London time, on that datedate for an interpolated rate for deposits in United States dollars for a period that corresponds to the actual number of days in the first Interest Period. Upon such determination, the Indenture Trustee shall notify the Servicer of LIBOR for such LIBOR Determination Date. If that such rate does not appear on that display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters page Screen 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 relevantPage, the rate for that Interest Period the LIBOR Determination Date 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.A.M., London time, on that day to prime banks in the London interbank market for a period equal to one-month (or, for the first Interest Period, an interpolated rate for deposits in United States dollars for a period that corresponds to the actual number of days in the Designated Maturityfirst Interest Period) commencing on the first day of such Interest Period. The Indenture Trustee Servicer shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR the rate for that Interest Period LIBOR Determination Date shall be the arithmetic mean of all quotations providedthe quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for that Interest Period will LIBOR Determination Date shall be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Master Servicer, at approximately 11:00 a.m.A.M., New York City time, on that day for loans in United States dollars to leading European banks for a period equal to one-month (or, for the first Interest Period, an interpolated rate for deposits in United States dollars for a period that corresponds to the actual number of days in the Designated Maturityfirst Interest Period) commencing on the first day of such Interest Period. If the banks selected by the Servicer are not quoting rates as provided in the immediately preceding sentence, LIBOR for such Interest Period shall be LIBOR in effect for the immediately preceding Interest Period.

Determination of LIBOR. (a) On LIBOR applicable to the calculation of the Bond Interest Rates on the Class A-1, Class A-2, Class B, Class C and Class D Bonds for any Interest Accrual Period will be determined on each LIBOR Determination Rate Adjustment Date in respect of an as follows: For any Interest Accrual Period, the Indenture Trustee shall determine LIBOR rate for United States dollar deposits for one month which appears 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, Telerate Screen Page 3750 as of 11:00 a.m.A.M., London London, England time, on that datethe second LIBOR Business Day prior to the first day of such Interest Accrual Period (a "LIBOR Rate Adjustment Date"). If that such rate does not appear on that display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters such 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 that page on that service, or if such service is no longer offered, such other service for displaying LIBOR or comparable rates as may be reasonably selected by the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on Trustee after consultation with the LIBOR Determination Date; provided, that if at least two rates appear on that pageMaster Servicer), 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States the U.S. dollars are offered by the Reference Banks at approximately reference banks (which shall be 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, on the day that day is two LIBOR Business Days prior to the immediately preceding Payment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Class Balance of the Class Balance of the Bonds then outstanding. The Indenture Trustee shall 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 (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all quotations providedthe quotations. If on such date fewer than two (2) quotations are provided provided, as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m.A.M., New York City time, on that day such date for loans in United States U.S. dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate Class Balance of the Bonds then outstanding. If no such quotations can be obtained and no Reference Bank Rate is available, LIBOR will be LIBOR applicable to the preceding Payment Date. The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the Trustee's subsequent calculation of the Bond Interest Rates applicable to the Bonds for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly following each LIBOR Rate Adjustment Date the Trustee shall supply the Master Servicer with the results of its determination of LIBOR on such date.

Determination of LIBOR. (a) 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 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 “LIBORLIBOR01” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR 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, 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 26 Indenture Supplement Series 2014-[—] 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 the period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR the rate for that Interest Period shall be the arithmetic mean of all quotations providedthe quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for that Interest Period will be the arithmetic mean of 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 leading European banks for a period of the Designated Maturity.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest PeriodDate, the Indenture Trustee Trust Administrator shall determine LIBOR One-Month LIBOR. The "Interest Settlement Rates" currently are based on the basis of the rate per annum displayed rates quoted by 16 British Bankers' Association designated banks as being in the Bloomberg Financial Markets system as view of such banks, 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 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 being quoted to prime banks in the London interbank market for 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 (expressed as a period percentage) out to six decimal places, and rounding to five decimal places. If on any LIBOR Determination Date the Trust Administrator is unable to determine One-Month LIBOR on the basis of the Designated Maturity. The Indenture Trustee shall request method set forth in the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are providedpreceding paragraph, One-Month LIBOR for that the next Interest Period shall be the arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Accrual Period will be the higher of (i) One-Month LIBOR as determined on the previous LIBOR Determination Date or (ii) the Reserve Interest Rate. The "Reserve Interest Rate" will be the rate per annum which the Trust Administrator determines to be either (a) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest whole multiple of 1/16%) of the rates quoted by major banks in one month U.S. Dollar lending rate that New York City, City banks selected by the Master ServicerTrust 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 Trust Administrator can determine no such arithmetic mean, at approximately 11:00 a.m., the lowest one month U.S. Dollar lending rate that the New York City time, banks selected by the Trust Administrator are quoting on that day for loans in United States dollars such LIBOR Determination Date to leading European banks banks. If on any LIBOR Determination Date the Trust Administrator is required, but is unable, to determine the Reserve Interest Rate in the manner provided in the preceding paragraph, One-Month LIBOR for period 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 Designated Maturityfirst LIBOR Determination Date, the Initial LIBOR Rate. The establishment of One-Month LIBOR on each LIBOR Determination Date by the Trust Administrator and the Trust Administrator's calculation of the rate of interest applicable to the Class 1-A-1 and Class 2-A-1 Certificates for the related Interest Accrual Period shall (in the absence of manifest error) be final and binding.

Determination of LIBOR. (a) On each Rate Determination Date, the Trustee shall determine LIBOR for the Distribution Date occurring in the succeeding month, 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 in respect of an Interest Period, the Indenture Trustee shall is unable to determine LIBOR on the basis of the rate per annum displayed method set forth 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 pagepreceding paragraph, LIBOR for that the applicable Distribution Date will be whichever is higher of (x) LIBOR as determined on the previous Rate Determination Date or (y) the Reserve Interest Period Rate. The “Reserve Interest Rate” will be the rate per annum shown on Reuters page LIBOR01 or any successor page as which the composite offered rate for London interbank deposits for a period Trustee determines to be either (A) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest whole multiple of 1/16%) of the Designated Maturity, as shown under one-month U.S. dollar lending rates that the heading “USD” as of 11:00 a.m., London timeReference Banks are quoting, on the LIBOR relevant Rate Determination Date. If no rate is shown as described in , to 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 principal London offices 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 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 U.S. dollar lending rate that the Reference Banks are quoting on such Rate Determination Date to leading European banks. If on any Rate Determination Date the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in the preceding paragraph, LIBOR for a period the applicable Distribution Date will be LIBOR as determined on the previous Rate Determination Date, or, in the case of the Designated Maturityfirst Rate Determination Date, [_____]%. The Indenture establishment of LIBOR by the Trustee shall request and the principal London office Trustee’s subsequent calculation of the rates of interest applicable to each of the Reference Banks to provide a quotation LIBOR Certificates in the absence of its rate. If at least two (2) such quotations are providedmanifest error, LIBOR for that Interest Period shall be the arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period will be final and binding. After a Rate Determination Date, the arithmetic mean Trustee shall provide the Class A Pass-Through Rates of the rates quoted by major banks in New York City, selected by LIBOR Certificates for the Master Servicer, related Distribution Date to Beneficial Owners or Holders of LIBOR Certificates who place a telephone call to the Trustee at approximately 11:00 a.m., New York City time, [_____] and make a request therefor during normal working hours on that day for loans in United States dollars to leading European banks for period of the Designated Maturityany Business Day.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest PeriodRate Adjustment Date, the Indenture 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 rate per annum displayed in the Bloomberg Financial Telerate Capital Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, Report as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR 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.A.M., London time, on the related LIBOR Determination Rate Adjustment Date. If no such rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based does not appear on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on such page “LIBOR” of the Reuters Monitor Money Rates Service (or such other page as may replace the LIBOR that page on that service, or if such service is no longer offered, such other service for displaying LIBOR or comparable rates as may be selected by the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on Trustee after consultation with the LIBOR Determination Date; provided, that if at least two rates appear on that pageServicer), 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 MaturityBank Rate. The Indenture Trustee shall will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all quotations providedthe quotations. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Master Trustee after consultation with the Servicer, at approximately as of 11:00 a.m.A.M., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated MaturityCertificate Principal Balance of the Class A-5 Certificates then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date, or, in the case of the first LIBOR Rate Adjustment Date, 1.17%; 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 shall select an alternative comparable index (over 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 Pass-Through Rates applicable to the Variable Rate Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest PeriodRate Adjustment Date, the Indenture 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 rate per annum displayed in the Bloomberg Financial Telerate Capital Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, Report as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR 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.A.M., London time, on the related LIBOR Determination Rate Adjustment Date. If no such rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based does not appear on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on such page “LIBOR” of the Reuters Monitor Money Rates Service (or such other page as may replace the LIBOR that page on that service, or if such service is no longer offered, such other service for displaying LIBOR or comparable rates as may be selected by the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on Trustee after consultation with the LIBOR Determination Date; provided, that if at least two rates appear on that pageCertificate Administrator), 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 MaturityBank Rate. The Indenture Trustee shall 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 (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all quotations providedthe quotations. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Master ServicerTrustee after consultation with the Certificate Administrator, at approximately as of 11:00 a.m.A.M., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Variable Rate Certificates then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date, or, in the case of the first LIBOR Rate Adjustment Date, 1.12%; 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 shall select an alternative comparable index (over 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 Pass-Through Rates applicable to the Variable Rate Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding.

Determination of LIBOR. (a) LIBOR applicable to the calculation of the Pass-Through Rate on the LIBOR Certificates for any Interest Accrual Period will be determined as of each LIBOR Rate Adjustment Date. On each LIBOR Determination Rate Adjustment Date, or if such LIBOR Rate Adjustment Date in respect of an is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the Indenture Trustee shall determine LIBOR rate for one month United States dollar deposits that appears 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 for that Interest Period will be the rate per annum shown on Reuters page Screen LIBOR01 Page (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 that page on that service for the purpose of displaying London interbank offered rates of major banks banks) as of 11:00 a.m., London time, on the such LIBOR Determination Rate Adjustment Date; provided, that if at least two rates . If such rate does not appear on such page (or such other page as may replace that pagepage on that service, or if such service is no longer offered, LIBOR shall 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 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately 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., London time, on that day the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. The Indenture Trustee shall 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 (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all the quotations providedrounded up to the next multiple of 1/16%. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate 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 is calculated and published (or otherwise made available) by an independent party. The establishment of LIBOR by the Trustee and the Master Servicer on any LIBOR Rate Adjustment Date and the Master Servicer's subsequent calculation of the Pass-Through Rate applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly 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 will supply to any Certificateholder so requesting by telephone by calling (800) 735-7777 the Pass-Through Rate on the LIBOR Certificates for the current and the immediately preceding Interest Accrual Period.

Determination of LIBOR. (a) On each LIBOR Rate Determination Date in respect for a Class of an Interest PeriodLIBOR Certificates, the Indenture Trustee shall determine LIBOR for the applicable Distribution Date on the basis of the rate per annum displayed British Bankers' Association ("BBA") "Interest Settlement Rate" for one-month deposits in the Bloomberg Financial Markets system U.S. Dollars as the composite offered rate for London interbank deposits for a period of the Designated Maturity, found on Page LIBOR01 as of 11:00 a.m., A.M. London time, time on that date. If that rate does not appear on that display page, LIBOR 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 such Rate Determination Date. If no rate is shown As used herein, "Page LIBOR01" means the display designated 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 Screen LIBOR01 or such other page as may replace the LIBOR page Reuters Screen LIBOR01 on that service for the purpose of displaying London interbank offered rates of major banks as banks. If on any Rate Determination Date for a Class of 11:00 a.m., London time, on the LIBOR Determination Date; provided, that if at least two rates appear on that pageCertificates, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, or if no rate Trustee is relevant, the rate for that Interest Period shall be determined unable to determine LIBOR on the basis of the method set forth in the preceding paragraph, LIBOR for the applicable Distribution Date will be whichever is higher of (x) LIBOR as determined on the previous Rate Determination Date for such Class of LIBOR Certificates or (y) the Reserve Interest Rate. The "Reserve Interest Rate" will be 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 whole multiple of 1/16%) of the one-month U.S. Dollar lending rates at which deposits in United States dollars are offered that New York City banks selected by the Reference Banks at approximately 11:00 a.m., London timeTrustee are quoting, on that day the relevant Rate Determination Date, to prime 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 U.S. Dollar lending rate that the New York City banks selected by the Trustee are quoting on such Rate Determination Date to leading European banks. If on any Rate Determination Date for a period Class of LIBOR Certificates, the Trustee is required but is unable to determine the Reserve Interest Rate in the manner provided in the preceding paragraph, LIBOR for the applicable Distribution Date will be LIBOR as determined on the previous Rate Determination Date for such Class of LIBOR Certificates, or, in the case of the Designated Maturityfirst Rate Determination Date, 5.50%. The Indenture establishment of LIBOR by the Trustee shall request and the principal London office Trustee's subsequent calculation of the rates of interest applicable to each of the Reference Banks to provide a quotation LIBOR Certificates in the absence of its rate. If at least two (2) such quotations are providedmanifest error, LIBOR for that Interest Period shall be the arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period will be final and binding. After a Rate Determination Date, the arithmetic mean Trustee shall provide the Pass-Through Rates of the rates quoted by major banks in New York City, selected by LIBOR Certificates for the Master Servicer, related Distribution Date to Beneficial Owners or Holders of LIBOR Certificates who place a telephone call to the Trustee at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for period of the Designated Maturity(866) 846-4526 and make a request therefor.

Determination of LIBOR. (a) XXXXX axxxxxable to the calculation of the Pass-Through Rate on the LIBOR Certificates for any Interest Accrual Period will be determined as of each LIBOR Rate Adjustment Date. On each LIBOR Determination Rate Adjustment Date, or if such LIBOR Rate Adjustment Date in respect of an is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the Indenture Trustee shall determine LIBOR rate for United States dollar deposits for one month which appears 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 for that Interest Period will be the rate per annum shown on Reuters Screen LIBOR01 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 second LIBOR Determination Business Day prior to the first day of that Interest Accrual Period, or the LIBOR Rate Adjustment Date. If no rate is shown Reuters Screen LIBOR01 page means the display designated as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based page LIBOR01 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 Screen or such any other page as may replace the LIBOR 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 banks. If such rate does not appear on such page (or such other page as may replace that pagepage on that service, or if such service is no longer offered, LIBOR shall 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 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately 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., London time, on that day the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. The Indenture Trustee shall 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 (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all the quotations providedrounded up to the next multiple of 1/16%. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate 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 is calculated and published (or otherwise made available) by an independent party. The establishment of LIBOR by the Trustee and the Master Servicer on any LIBOR Rate Adjustment Date and the Master Servicer's subsequent calculation of the Pass-Through Rate applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly 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 will supply to any Certificateholder so requesting by telephone by calling (800) 735-7777 the Pass-Through Rate on the LIBOR Certificates for the current and the immediately preceding Intxxxxx Xxxxxxx 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 provided in the Swap Agreement.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an If the Interest PeriodRate Basis specified on the face hereof is LIBOR, the Indenture Trustee interest rate with respect to this Note for any Interest Reset Date shall determine LIBOR on be determined by the basis Calculation Agent and shall equal to the greater of either (i) the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for deposits in U.S. dollars having the Index Maturity specified on the face hereof commencing on the second London interbank deposits for a period of Market Day immediately following the Designated Maturity, Interest Determination Date which appears on the Telerate Page 3750 (as defined herein) as of 11:00 a.m.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 date. If that rate does not appear on that display page, LIBOR 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 such offered rates appear on that pagethe Reuters Screen LIBO Page, adjusted by the rate 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 arithmetic mean of the displayed rates and Telerate Page 3750 or if fewer than two offered rates are displayed, or if no rate is relevantappear on the Reuters Screen LIBO Page, the rate for that in respect of such Interest Period shall Determination Date will be determined on the basis of the rates at which deposits in United States U.S. dollars are offered by four major banks in the Reference Banks London interbank market (selected by the Calculation Agent) at approximately 11:00 a.m.A.M., London time, on that day the Interest Determination Date next preceding the relevant Interest Reset Date to prime banks in the London interbank market for a period of the Designated MaturityIndex Maturity commencing on that Interest Reset Date and in a principal amount equal to an amount not less than $1,000,000 that is representative for a single transaction in such market at such time. The Indenture Trustee shall In such case, the Calculation Agent will request the principal London office of each of the Reference Banks aforesaid major banks to provide a quotation of its such rate. If at least two (2) such quotations are providedprovided in respect of such Interest Determination Date, LIBOR the rate for that Interest Period shall Reset Date will be the arithmetic mean of all quotations provided. If the quotations, and, if fewer than two (2) quotations are provided as requestedrequested in respect of such Interest Determination Date, LIBOR the rate for that Interest Period Reset Date will be the arithmetic mean of the rates quoted by three major banks in New York City, selected by the Master ServicerCalculation Agent, at approximately 11:00 a.m., A.M. New York City time, time on that day Interest Determination Date for loans in United States U.S. dollars to leading European banks for a period of the Designated Maturity.Index Maturity commencing on that Interest Reset Date and in a principal amount equal to an amount not less than $1,000,000 that is representative for a single transaction in such market at such time, each of the aforementioned cases following the proviso above 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,

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest PeriodDate, the Indenture Trustee Trust Administrator shall determine LIBOR One-Month LIBOR. The "Interest Settlement Rates" currently are based on the basis of the rate per annum displayed rates quoted by 16 British Bankers' Association designated banks as being in the Bloomberg Financial Markets system as view of such banks, 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 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 being quoted to prime banks in the London interbank market for 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 (expressed as a period percentage) out to six decimal places, and rounding to five decimal places. If on any LIBOR Determination Date the Trust Administrator is unable to determine One-Month LIBOR on the basis of the Designated Maturity. The Indenture Trustee shall request method set forth in the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are providedpreceding paragraph, One-Month LIBOR for that the next Interest Period shall be the arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Accrual Period will be the higher of (i) One-Month LIBOR as determined on the previous LIBOR Determination Date or (ii) the Reserve Interest Rate. The "Reserve Interest Rate" will be the rate per annum which the Trust Administrator determines to be either (a) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest whole multiple of 1/16%) of the rates quoted by major banks in one month U.S. Dollar lending rate that New York City, City banks selected by the Master ServicerTrust 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 Trust Administrator can determine no such arithmetic mean, at approximately 11:00 a.m., the lowest one month U.S. Dollar lending rate that the New York City time, banks selected by the Trust Administrator are quoting on that day for loans in United States dollars such LIBOR Determination Date to leading European banks banks. If on any LIBOR Determination Date the Trust Administrator is required, but is unable, to determine the Reserve Interest Rate in the manner provided in the preceding paragraph, One-Month LIBOR for period 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 Designated Maturityfirst LIBOR Determination Date, the Initial LIBOR Rate. The establishment of One-Month LIBOR on each LIBOR Determination Date by the Trust Administrator and the Trust Administrator's calculation of the rate of interest applicable to the Class 1-A-1 and Class 1-A-2 Certificates for the related Interest Accrual Period shall (in the absence of manifest error) be final and binding.

Determination of LIBOR. (a) LIBOR applicable to the calculation of the Pass-Through Rate on the Class A, Class M and Class B-1 Certificates for any Interest Accrual Period will be determined on each LIBOR Rate Adjustment Date. On each LIBOR Determination Rate Adjustment Date, or if such LIBOR Rate Adjustment Date in respect of an is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the Indenture Trustee shall determine LIBOR rate for one month United States dollar deposits that appears 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, Telerate Screen Page 3750 as of 11:00 a.m.A.M., London time, on that datesuch LIBOR Rate Adjustment Date. If that rate does not appear on that "Telerate Screen Page 3750" means the display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters designated as 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, 3750 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 Bridge Telerate Service (or such other page as may replace the LIBOR page 3750 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 banks). If such rate does not appear on such page (or such other page as may replace that pagepage on that service, or if such service is no longer offered, LIBOR shall 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 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately 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, on that day the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Class A, Class M and Class B-1 Certificates then outstanding. The Indenture Trustee shall request the principal London office of each of the Reference Banks reference banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all the quotations providedrounded up to the next multiple of 1/16%. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m.A.M., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Class A, Class M and Class B-1 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 is calculated and published (or otherwise made available) by an independent party. The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the Trustee's subsequent calculation of the Pass-Through Rates applicable to the Class A, Class M and Class B-1 Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly 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 shall supply to any Certificateholder so requesting by calling the Trustee at 1-800-934-6802 the Pass-Through Rate on the Class A, Class M and Class B-1 Certificates for the current and the immediately preceding Interest Accrual Period.

Determination of LIBOR. (a) LIBOR applicable to the calculation of the Pass-Through Rate on the Class A and Class M Certificates for any Interest Accrual Period will be determined on each LIBOR Rate Adjustment Date. On each LIBOR Determination Rate Adjustment Date, or if such LIBOR Rate Adjustment Date in respect of an is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the Indenture Trustee shall determine LIBOR rate for one month United States dollar deposits that appears 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, Telerate Screen Page 3750 as of 11:00 a.m.A.M., London time, on that datesuch LIBOR Rate Adjustment Date. If that rate does not appear on that "Telerate Screen Page 3750" means the display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters designated as 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, 3750 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 Bridge Telerate Service (or such other page as may replace the LIBOR page 3750 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 banks). If such rate does not appear on such page (or such other page as may replace that pagepage on that service, or if such service is no longer offered, LIBOR shall 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 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately 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, on that day the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Class A and Class M Certificates then outstanding. The Indenture Trustee shall request the principal London office of each of the Reference Banks reference banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all the quotations providedrounded up to the next multiple of 1/16%. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m.A.M., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Class A and Class M 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 is calculated and published (or otherwise made available) by an independent party. The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the Master Servicer's subsequent calculation of the Pass-Through Rates applicable to the Class A and Class M Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly 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 shall supply to any Certificateholder so requesting by calling the Trustee at 1-800-934-6802 the Pass-Through Rate on the Class A and Class M Certificates for the current and the immediately preceding Interest Accrual Period.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest PeriodRate Adjustment Date, the Indenture 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 rate per annum displayed in the Bloomberg Financial Telerate Capital Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, Report as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR 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.A.M., London time, on the related LIBOR Determination Rate Adjustment Date. If no such rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based does not appear on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on such page “LIBOR” of the Reuters Monitor Money Rates Service (or such other page as may replace the LIBOR that page on that service, or if such service is no longer offered, such other service for displaying LIBOR or comparable rates as may be selected by the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on Trustee after consultation with the LIBOR Determination Date; provided, that if at least two rates appear on that pageServicer), 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 MaturityBank Rate. The Indenture Trustee shall 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 (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all quotations providedthe quotations. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Master Trustee after consultation with the Servicer, at approximately as of 11:00 a.m.A.M., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Variable Rate Certificates then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date, or, in the case of the first LIBOR Rate Adjustment Date, 1.10%; 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 shall select an alternative comparable index (over 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 Pass-Through Rates applicable to the Variable Rate Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest PeriodDate, the Indenture Trustee Trust Administrator shall determine LIBOR One-Month LIBOR. The "Interest Settlement Rates" currently are based on the basis of the rate per annum displayed rates quoted by 16 British Bankers' Association designated banks as being in the Bloomberg Financial Markets system as view of such banks, 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 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 being quoted to prime banks in the London interbank market for 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 (expressed as a period percentage) out to six decimal places, and rounding to five decimal places. If on any LIBOR Determination Date the Trust Administrator is unable to determine One-Month LIBOR on the basis of the Designated Maturity. The Indenture Trustee shall request method set forth in the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are providedpreceding paragraph, One-Month LIBOR for that the next Interest Period shall be the arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Accrual Period will be the higher of (i) One-Month LIBOR as determined on the previous LIBOR Determination Date or (ii) the Reserve Interest Rate. The "Reserve Interest Rate" will be the rate per annum which the Trust Administrator determines to be either (a) the arithmetic mean (rounding such arithmetic mean upwards if necessary to the nearest whole multiple of 1/16%) of the rates quoted by major banks in one month U.S. Dollar lending rate that New York City, City banks selected by the Master ServicerTrust 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 Trust Administrator can determine no such arithmetic mean, at approximately 11:00 a.m., the lowest one month U.S. Dollar lending rate that the New York City time, banks selected by the trust administrator are quoting on that day for loans in United States dollars such LIBOR Determination Date to leading European banks banks. If on any LIBOR Determination Date the Trust Administrator is required, but is unable, to determine the Reserve Interest Rate in the manner provided in the preceding paragraph, One-Month LIBOR for period 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 Designated Maturityfirst LIBOR Determination Date, the Initial LIBOR Rate. The establishment of One-Month LIBOR on each LIBOR Determination Date by the Trust Administrator and the Trust Administrator's calculation of the rate of interest applicable to the Class 1-A-1 Certificates for the related Interest Accrual Period shall (in the absence of manifest error) be final and binding.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest PeriodRate Adjustment Date, the Indenture 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 rate per annum displayed in the Bloomberg Financial Bridge Telerate Capital Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, Report as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR 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.A.M., London time, on the related LIBOR Determination Rate Adjustment Date. If no such rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based does not appear on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on such page “LIBOR” of the Reuters Monitor Money Rates Service (or such other page as may replace the LIBOR that page on that service, or if such service is no longer offered, such other service for displaying LIBOR or comparable rates as may be selected by the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on Trustee after consultation with the LIBOR Determination Date; provided, that if at least two rates appear on that pageServicer), 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 MaturityBank Rate. The Indenture Trustee shall 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 (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all quotations providedthe quotations. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Master Trustee after consultation with the Servicer, at approximately as of 11:00 a.m.A.M., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Variable Rate Certificates then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date, or, in the case of the first LIBOR Rate Adjustment Date, 1.82000%; 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 shall select an alternative comparable index (over 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 Pass-Through Rates applicable to the Variable Rate Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest PeriodRate Adjustment Date, the Indenture 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 rate per annum displayed in the Bloomberg Financial Telerate Capital Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, Report as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR 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.A.M., London time, on the related LIBOR Determination Rate Adjustment Date. If no such rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based does not appear on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on such page “LIBOR” of the Reuters Monitor Money Rates Service (or such other page as may replace the LIBOR that page on that service, or if such service is no longer offered, such other service for displaying LIBOR or comparable rates as may be selected by the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on Trustee after consultation with the LIBOR Determination Date; provided, that if at least two rates appear on that pageServicer), 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 MaturityBank Rate. The Indenture Trustee shall 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 (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all quotations providedthe quotations. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Master Trustee after consultation with the Servicer, at approximately as of 11:00 a.m.A.M., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Variable Rate Certificates then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date, or, in the case of the first LIBOR 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 Trustee shall select an alternative comparable index (over 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 Pass-Through Rates applicable to the Variable Rate Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding.

Determination of LIBOR. (a) LIBOR applicable to the calculation of the Pass-Through Rate on the LIBOR Certificates for any Interest Accrual Period will be determined as of each LIBOR Rate Adjustment Date. On each LIBOR Determination Rate Adjustment Date, or if such LIBOR Rate Adjustment Date in respect of an is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the Indenture Trustee shall determine LIBOR rate for United States dollar deposits for one month which appears 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 for that Interest Period will be the rate per annum shown on Reuters Screen LIBOR01 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 second LIBOR Determination Business Day prior to the first day of that Interest Accrual Period, or the LIBOR Rate Adjustment Date. If no rate is shown Reuters Screen LIBOR01 page means the display designated as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based page LIBOR01 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 Screen or such any other page as may replace the LIBOR 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 banks. If such rate does not appear on such page (or such other page as may replace that pagepage on that service, or if such service is no longer offered, LIBOR shall 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 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately 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., London time, on that day the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. The Indenture Trustee shall 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 (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all the quotations providedrounded up to the next multiple of 1/16%. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate 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 is calculated and published (or otherwise made available) by an independent party. The establishment of LIBOR by the Trustee and the Master Servicer on any LIBOR Rate Adjustment Date and the Master Servicer's subsequent calculation of the Pass-Through Rate applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly 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 will supply to any Certificateholder so requesting by telephone by calling (800) 735-7777 the Pass-Through Rate ox xxx XXXXX Xxxtificates for the 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 provided in the Swap Agreement.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an If the Interest PeriodRate Basis specified above is LIBOR, the Indenture Trustee shall determine 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 means: (i) the rate for deposits in the Designated LIBOR Currency (as defined below) having the Index Maturity specified above commencing 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 Interest Reset Date that appears on the Designated Maturity, LIBOR Page (as defined below) as of 11:00 a.m.A.M., London time, on that date. If that Interest Determination Date, or (ii) if the rate referred to in clause (i) does not appear on that display page, LIBOR 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 MaturityLIBOR Page, as shown under the heading “USD” as of or is not so published by 11:00 a.m.A.M., London time, on the LIBOR such Interest Determination Date. If no rate is shown as described , the Calculation Agent shall request the principal London offices of each of four major reference banks in the preceding two sentencesLondon interbank market, as selected by the Company, to provide the Calculation Agent with its offered quotation for deposits in the Designated LIBOR Currency 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 Index Maturity are displayed specified above, commencing 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.Interest Reset Date, 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 at approximately 11:00 A.M., London time, on such Interest Determination Date and in a principal amount that is representative for a period of the single transaction in such Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rateLIBOR Currency in that market at that time. If at least two (2) such quotations are provided, then LIBOR for that on such Interest Period shall be the arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period Determination Date will be the arithmetic mean of such quotations and calculated by the Calculation Agent. If fewer than two such quotations are provided, then LIBOR on such Interest Determination Date will be the arithmetic mean calculated by the Calculation Agent of the rates quoted at approximately 11:00 A.M., in the applicable Principal Financial Center (as defined on the face hereof), on such Interest Determination Date by three major banks in New York City, such Principal Financial Center selected by the Master Servicer, at approximately 11:00 a.m., New York City time, on that day Company for loans in United States dollars the Designated LIBOR Currency to leading European banks, having the Index Maturity specified above commencing on such Interest Reset 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 the banks for period of so selected by the Designated MaturityCompany are not quoting as mentioned in clause (ii) above, LIBOR in effect on the applicable Interest Determination Date.

Determination of LIBOR. (a) [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 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 to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall be the 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 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 leading European banks for period of the Designated Maturity.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest a Distribution Period, the Indenture Trustee shall determine LIBOR on the basis of the rate per annum displayed for deposits 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 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 United States dollars for a period of the Designated Maturity are displayed which appears on page “LIBOR” of the Reuters Monitor Money Rates Service Screen LIBOR01 page, or such any other page as may replace the LIBOR such page on that service for the purpose of displaying London interbank offered comparable rates of major banks or price, as of 11:00 a.m., a.m. London time, on the LIBOR Determination Date; provided, that if at least two rates such date. If such rate does not appear on that Reuters Screen LIBOR01 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 relevantsuch comparable page, the rate for that Interest Period LIBOR Determination Date 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 to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR the rate for that Interest Period LIBOR Determination Date shall be the arithmetic mean of all quotations providedthe quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for that Interest Period LIBOR Determination Date will be the arithmetic mean of the rates quoted by four 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 leading European banks for a period of the Designated Maturity. LIBOR for the first Interest Period shall be determined by straight-line interpolation, based on the actual number of days in the first Interest Period from the Closing Date to but excluding April 15, 2014, between two rates determined in accordance with the preceding paragraph, one of which will be determined for a maturity of (1) month and one of which will be determined for a maturity of two (2) months.

Determination of LIBOR. (a) LIBOR applicable to the calculation of the Pass-Through Rate on the Class A and Class M Certificates for any Interest Accrual Period will be determined on each LIBOR Rate Adjustment Date. On each LIBOR Determination Rate Adjustment Date, or if such LIBOR Rate Adjustment Date in respect of an is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the Indenture Trustee shall determine LIBOR rate for one month United States dollar deposits that appears 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, Telerate Screen Page 3750 as of 11:00 a.m., London time, on that datesuch LIBOR Rate Adjustment Date. If that rate does not appear on that "Telerate Screen Page 3750" means the display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters designated as 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, 3750 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 Bridge Telerate Service (or such other page as may replace the LIBOR page 3750 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 banks). If such rate does not appear on such page (or such other page as may replace that pagepage on that service, or if such service is no longer offered, LIBOR shall 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 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately 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., London time, on that day the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Class A and Class M Certificates then outstanding. The Indenture Trustee shall request the principal London office of each of the Reference Banks reference banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all the quotations providedrounded up to the next multiple of 1/16%. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Class A and Class M 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 shall select an alternative comparable index (over 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 on any LIBOR Rate Adjustment Date for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly following each LIBOR Rate Adjustment Date the Trustee shall supply the Master Servicer with the results of its determination of LIBOR on such date.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest PeriodRate Adjustment Date, the Indenture 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 rate per annum displayed in the Bloomberg Financial Bridge Telerate Capital Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturity, Report as of 11:00 a.m., London time, on that date. If that rate does not appear on that display page, LIBOR 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.A.M., London time, on the related LIBOR Determination Rate Adjustment Date. If no such rate is shown as described in the preceding two sentences, LIBOR for that Interest Period will be the rate per annum based does not appear on the rates at which U.S. dollar deposits for a period of the Designated Maturity are displayed on such page “LIBOR” of the Reuters Monitor Money Rates Service (or such other page as may replace the LIBOR that page on that service, or if such service is no longer offered, such other service for displaying LIBOR or comparable rates as may be selected by the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, on Trustee after consultation with the LIBOR Determination Date; provided, that if at least two rates appear on that pageServicer), 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 MaturityBank Rate. The Indenture Trustee shall 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 (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all quotations providedthe quotations. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Master Trustee after consultation with the Servicer, at approximately as of 11:00 a.m.A.M., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Variable Rate Certificates then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date, or, in the case of the first LIBOR Rate Adjustment Date, 1.88000%; 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 shall select an alternative comparable index (over 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 Pass-Through Rates applicable to the Variable Rate Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an If the Interest PeriodRate Basis specified above is LIBOR, the Indenture Trustee shall determine 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 means: (i) the rate for deposits in the Designated LIBOR Currency (as defined below) having the Index Maturity specified above commencing 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 Interest Reset Date that appears on the Designated Maturity, LIBOR Page (as defined below) as of 11:00 a.m.A.M., London time, on that date. If that Interest Determination Date, or (ii) if the rate referred to in clause (i) does not appear on that display page, LIBOR 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 MaturityLIBOR Page, as shown under the heading “USD” as of or is not so published by 11:00 a.m.A.M, London time, on the LIBOR such Interest Determination Date. If no rate is shown as described , the Calculation Agent shall request the principal London offices of each of four major reference banks (which may include the agents for the sale of the Notes or their affiliates) in the preceding two sentencesLondon interbank market, as selected by the Calculation Agent after consultation with the Company, to provide the Calculation Agent with its offered quotation for deposits in the Designated LIBOR Currency 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 Index Maturity are displayed specified above, commencing 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.Interest Reset Date, 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 at approximately 11:00 A.M., London time, on such Interest Determination Date and in a principal amount that is representative for a period of the single transaction in such Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rateLIBOR Currency in that market at that time. If at least two (2) such quotations are provided, then LIBOR for that on such Interest Period shall be the arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period Determination Date will be the arithmetic mean of such quotations and calculated by the Calculation Agent. If fewer than two such quotations are provided, then LIBOR on such Interest Determination Date will be the arithmetic mean calculated by the Calculation Agent of the 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 the agents for the sale of the Notes or their affiliates) in New York City, such Principal Financial Center selected by the Master Servicer, at approximately 11:00 a.m., New York City time, on that day Calculation Agent after consultation with the Company for loans in United States dollars the Designated LIBOR Currency to leading European banks, having the Index Maturity specified above commencing on such Interest Reset 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 the banks for period of so selected by the Designated MaturityCalculation Agent are not quoting as mentioned in clause (ii) above, LIBOR in effect on the applicable Interest Determination Date.

Determination of LIBOR. (a) On each LIBOR Interest Determination Date in respect of an Interest PeriodDate, the Indenture Trustee shall Calculation Agent will determine LIBOR as follows: · If "LIBOR Telerate" is specified on the basis face of this Note, LIBOR will be the rate per annum displayed for deposits in the Bloomberg Financial Markets system 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 composite offered rate for London interbank deposits for a period of the Designated Maturity, designated LIBOR page as of 11:00 a.m.A.M., London time, on that dateInterest Determination Date. · If that rate does not appear "LIBOR Reuters" is described on that display pagethe face of this Note, LIBOR 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 average of the Designated Maturityoffered 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 shown under such rates appear on the heading “USD” as designated LIBOR page of 11:00 a.m.A.M., London time, on the LIBOR that Interest 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 such offered rates appear on the designated LIBOR page. If the 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 Interest Determination Date on which fewer than the required number of applicable rates appear or no rate appears on the applicable designated LIBOR page, the rate Calculation Agent 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 determine LIBOR as follows: · LIBOR will be determined on the basis of the offered rates at which deposits in United States dollars the LIBOR currency having the Index Maturity described on the face of this Note on the Interest Determination Date and in a principal amount that is representative of a single transaction in that market at that time are offered by four major banks in the Reference Banks London interbank market at approximately 11:00 a.m.A.M., London time, on that day the Interest Determination Date to prime banks in the London interbank market for a period of the Designated Maturitymarket. The Indenture Trustee shall Calculation Agent will select the four banks and request the principal London office of each of the Reference Banks those banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall Determination Date will be the arithmetic mean average of all quotations providedthose quotations. · If fewer than two (2) quotations are provided as requestedmentioned above, LIBOR for that Interest Period will be the arithmetic mean average of the rates quoted by three major banks in New York City, the Principal Financial Center selected by the Master Servicer, Calculation Agent at approximately 11:00 a.m.A.M., New York City timein the Principal Financial Center, on that day the Interest Determination Date for loans in United States dollars 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 period of a single transaction in that market at that time. The Calculation Agent will select the Designated Maturitythree banks referred to above.

Determination of LIBOR. (a) 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 for that Interest Period will be the rate per annum shown on Reuters page Page LIBOR01 or any successor page as the composite offered rate for London interbank deposits for a period of the Designated Maturityone-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 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, 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 the period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR the rate for that Interest Period shall be the arithmetic mean of all quotations providedthe quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for that Interest Period will be the arithmetic mean of 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 leading European banks for a period of the Designated Maturity.

Determination of LIBOR. (a) On each LIBOR Interest Determination Date in respect of an Interest PeriodDate, the Indenture Trustee shall Calculation Agent will determine LIBOR as follows: · If "LIBOR Telerate" is specified on the basis face of this Note, LIBOR will be the rate per annum displayed for deposits in the Bloomberg Financial Markets system 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 composite offered rate for London interbank deposits for a period of the Designated Maturity, designated LIBOR page as of 11:00 a.m.A.M., London time, on that dateInterest Determination Date. <Page> 9 · If that rate does not appear "LIBOR Reuters" is described on that display pagethe face of this Note, LIBOR 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 average of the Designated Maturityoffered 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 shown under such rates appear on the heading “USD” as designated LIBOR page of 11:00 a.m.A.M., London time, on the LIBOR that Interest 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 such offered rates appear on the designated LIBOR page. If the 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 Interest Determination Date on which fewer than the required number of applicable rates appear or no rate appears on the applicable designated LIBOR page, the rate Calculation Agent 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 determine LIBOR as follows: · LIBOR will be determined on the basis of the offered rates at which deposits in United States dollars the LIBOR currency having the Index Maturity described on the face of this Note on the Interest Determination Date and in a principal amount that is representative of a single transaction in that market at that time are offered by four major banks in the Reference Banks London interbank market at approximately 11:00 a.m.A.M., London time, on that day the Interest Determination Date to prime banks in the London interbank market for a period of the Designated Maturitymarket. The Indenture Trustee shall Calculation Agent will select the four banks and request the principal London office of each of the Reference Banks those banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall Determination Date will be the arithmetic mean average of all quotations providedthose quotations. · If fewer than two (2) quotations are provided as requestedmentioned above, LIBOR for that Interest Period will be the arithmetic mean average of the rates quoted by three major banks in New York City, the Principal Financial Center selected by the Master Servicer, Calculation Agent at approximately 11:00 a.m.A.M., New York City timein the Principal Financial Center, on that day the Interest Determination Date for loans in United States dollars 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 period of a single transaction in that market at that time. The Calculation Agent will select the Designated Maturitythree banks referred to above.

Determination of LIBOR. (a) LIBOR applicable to the calculation of the Pass-Through Rate on the LIBOR Certificates for any Interest Accrual Period will be determined as of each LIBOR Rate Adjustment Date. On each LIBOR Determination Rate Adjustment Date, or if such LIBOR Rate Adjustment Date in respect of an is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the Indenture Trustee shall determine LIBOR rate for one month United States dollar deposits that appears 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, Telerate Screen Page 3750 as of 11:00 a.m., London time, on that datesuch LIBOR Rate Adjustment Date. If that rate does not appear on that "Telerate Screen Page 3750" means the display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters designated as 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, 3750 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 Bridge Telerate Service (or such other page as may replace the LIBOR page 3750 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 banks). If such rate does not appear on such page (or such other page as may replace that pagepage on that service, or if such service is no longer offered, LIBOR shall 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 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately 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., London time, on that day the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. The Indenture Trustee shall request the principal London office of each of the Reference Banks reference banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all the quotations providedrounded up to the next multiple of 1/16%. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate 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, shall select an alternative comparable index (over 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 on any LIBOR Rate Adjustment Date and the Trustee's subsequent calculation of the Pass-Through Rates applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly 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 shall supply to any Certificateholder so requesting by calling the Bondholder Inquiry Line at 0-000-000-0000, the Pass-Through Rate on the LIBOR Certificates for the current and the immediately preceding Interest Accrual Period.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an If the Interest PeriodRate Basis specified above is LIBOR, the Indenture Trustee shall determine 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 means: (i) the rate for deposits in the Designated LIBOR Currency (as defined below) having the Index Maturity specified above commencing 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 Interest Reset Date that appears on the Designated Maturity, LIBOR Page (as defined below) as of 11:00 a.m.A.M., London time, on that date. If that Interest Determination Date, or (ii) if the rate referred to in clause (i) does not appear on that display page, LIBOR 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 MaturityLIBOR Page, as shown under the heading “USD” as of or is not so published by 11:00 a.m.A.M, London time, on the LIBOR such Interest Determination Date. If no rate is shown as described , the Calculation Agent shall request the principal London offices of each of four major reference banks in the preceding two sentencesLondon 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 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 Index Maturity are displayed specified above, commencing 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.Interest Reset Date, 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 at approximately 11:00 A.M., London time, on such Interest Determination Date and in a principal amount that is representative for a period of the single transaction in such Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rateLIBOR Currency in that market at that time. If at least two (2) such quotations are provided, then LIBOR for that on such Interest Period shall be the arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period Determination Date will be the arithmetic mean of such quotations and calculated by the Calculation Agent. If fewer than two such quotations are provided, then LIBOR on such Interest Determination Date will be the arithmetic mean calculated by the Calculation Agent of the 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 the agents or their affiliates) in New York City, such Principal Financial Center selected by the Master Servicer, at approximately 11:00 a.m., New York City time, on that day Calculation Agent for loans in United States dollars the Designated LIBOR Currency to leading European banks, having the Index Maturity specified above commencing on such Interest Reset 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 the banks for period of so selected by the Designated MaturityCalculation Agent are not quoting as mentioned in clause (ii) above, LIBOR in effect on the applicable Interest Determination Date.

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) On each if "LIBOR Determination Date in respect of an Interest PeriodReuters" is specified above, the Indenture Trustee 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 offered rates (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 determine LIBOR be used) for deposits in the Index Currency having the Index Maturity designated above, commencing on the basis of the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for second London interbank deposits for a period of Business Day immediately following that LIBOR Interest Determination Date, that appear on the Designated Maturity, LIBOR Page specified above as of 11:00 a.m., A.M. London time, on that date. If that rate does not appear on that display page, LIBOR 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 such offered rates appear (unless, as aforesaid, only a single rate is required) on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayedsuch Designated LIBOR Page, or (b) if no rate "LIBOR Telerate" is relevantspecified above, the rate for that Interest Period shall be determined deposits in the Index Currency having the Index Maturity designated above commencing on the basis second London Business Day immediately following that LIBOR Interest Determination Date, that appears on the Designated LIBOR Page specified above as of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., A.M. London time, on that day 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 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 period of single transaction in the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rateIndex Currency in such market at such time. If at least two (2) such quotations are provided, LIBOR for that determined on such LIBOR Interest Period Determination Date shall be the arithmetic mean (rounded to the nearest one hundred thousandth of all a percentage point, with five one millionths of a percentage point rounded upwards) of such quotations providedas determined by the Calculation Agent. If fewer than two (2) quotations are provided as requestedprovided, LIBOR for that determined on such LIBOR Interest Period will 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 such other time specified above under "OTHER PROVISIONS") in the applicable Principal Financial Center(s), on such LIBOR Interest Determination Date by three major banks in New York City, such Principal Financial Center(s) selected by the Master Servicer, at approximately 11:00 a.m., New York City time, on that day Calculation Agent for loans in United States dollars the Index Currency to leading European banks having the Index Maturity specified above and in a principal amount that is representative for period of a single transaction in the Designated MaturityIndex 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 shall be LIBOR in effect on such LIBOR Interest Determination Date.

Determination of LIBOR. (a) [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 pagesystem, LIBOR 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 “LIBORLIBOR01” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR “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, 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 to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR the rate for that Interest Period shall be the arithmetic mean of all quotations providedthe quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for that Interest Period will be the arithmetic mean of 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 leading European banks for a period of the Designated Maturity. Notwithstanding the foregoing, if LIBOR for any Interest Period as calculated pursuant to this Section 4.14(a) is less than 0.00%, then LIBOR for such Interest Period shall be deemed to be 0.00%.]

Determination of LIBOR. If the Base Rate specified on the face hereof is (ai) On each LIBOR Reuters, the interest rate for any Interest Determination Date shall equal the arithmetic mean as calculated by the Calculation Agent of offered rates for deposits in respect of an Interest Period, the Indenture Trustee shall determine Designated LIBOR Currency (as defined below) having the Index Maturity specified on the basis of face hereof, commencing on the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered rate for second London interbank deposits for a period of Banking Day immediately following such Interest Determination Date, which appear on the Designated Maturity, LIBOR Page (as defined below) as of 11:00 a.m., London time, on that date. If that rate does not such Interest Determination Date, if at least two such offered rates appear on that display pagethe Designated LIBOR Page, or (ii) LIBOR Telerate, the interest rate for that any Interest Period will be Determination Date shall equal 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 in the Designated MaturityLIBOR Currency having the Index Maturity specified on the face hereof, as shown under commencing on the heading “USD” second London Banking Day immediately following such Interest Determination Date, that appears on the Designated LIBOR Page as of 11:00 a.m., London timeTime, on the LIBOR such Interest 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 Date 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 (iii) if fewer than two such offered rates are displayedshall appear, or if no rate is relevantappears, 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 for that Interest Period shall appears on the Designated LIBOR Page, as applicable, LIBOR will be determined on the basis of the rates at which deposits in United States dollars the Designated LIBOR Currency having the Index Maturity specified on the face hereof, are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day 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 period of the single transaction in such Designated MaturityLIBOR Currency in such market at such time. The Indenture Trustee shall Calculation Agent will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that in respect of such Interest Period shall be the arithmetic mean of all quotations provided. If fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR in respect of such Interest Determination Date will be the arithmetic means of the rates 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 New York City, such Principal Financial Center selected by the Master Servicer, at approximately 11:00 a.m., New York City time, on that day Calculation Agent (after consultation with the Company) for loans in United States dollars the Designated LIBOR Currency to leading European banks having the Index Maturity specified on the face hereof commencing on the second London Banking Day immediately following such Interest Determination Date and in a principal amount that is representative for period of 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 Interest Determination Date will be the Designated Maturityinterest rate then in effect on the Interest Determination Date.

Determination of LIBOR. (a) LIBOR applicable to the calculation of the Pass-Through Rate on the Class A and Class M Certificates for any Interest Accrual Period will be determined on each LIBOR Rate Adjustment Date. On each LIBOR Determination Rate Adjustment Date, or if such LIBOR Rate Adjustment Date in respect of an is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the Indenture Trustee shall determine LIBOR rate for one month United States dollar deposits that appears 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, Telerate Screen Page 3750 as of 11:00 a.m.A.M., London time, on that datesuch LIBOR Rate Adjustment Date. If that rate does not appear on that "Telerate Screen Page 3750" means the display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters designated as 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, 3750 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 Bridge Telerate Service (or such other page as may replace the LIBOR page 3750 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 banks). If such rate does not appear on such page (or such other page as may replace that pagepage on that service, or if such service is no longer offered, LIBOR shall 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 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately 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, on that day the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Class A and Class M Certificates then outstanding. The Indenture Trustee shall request the principal London office of each of the Reference Banks reference banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all the quotations providedrounded up to the next multiple of 1/16%. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m.A.M., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the Class A and Class M 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 is calculated and published (or otherwise made available) by an independent party. The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the Master Servicer's subsequent calculation of the Pass-Through Rates applicable to the Class A and Class M Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly following each LIBOR Rate Adjustment Date the Trustee shall supply the Master Servicer with the results of its determination of LIBOR on such date.

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) On each if "LIBOR Determination Date in respect of an Interest PeriodReuters" is specified on the face hereof, the Indenture Trustee arithmetic mean of the offered rates (unless the specified LIBOR Page by its terms provides only for a single rate, in which case such single rate shall determine LIBOR be used) for deposits in the specified Index Currency having the Index Maturity specified on the basis of face hereof, commencing on the rate per annum displayed in Interest Reset Date, that appear on the Bloomberg Financial Markets system LIBOR Page (as defined below) specified on the composite offered rate for London interbank deposits for a period of the Designated Maturity, face hereof as of 11:00 a.m.A.M. London 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 that date. If that rate does not appear on that display page, LIBOR for that such 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 fewer than two offered rates appear, or no rate is shown as described 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 preceding two sentences, LIBOR London interbank market and request them to provide their offered quotation for that Interest Period will be deposits in the rate per annum based on specified Index Currency for the rates at which U.S. dollar deposits for a period of the Designated Index 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, specified on the LIBOR Determination Date; providedface hereof, 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 commencing 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.Interest Reset Date, London time, on that day 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 period of the Designated Maturity. The Indenture Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its ratesingle transaction in such Index Currency in such market at such time. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall be the arithmetic mean of all quotations providedsuch quotations. If fewer than two (2) quotations are provided as requestedprovided, LIBOR for that determined on such Interest Period will Determination Date shall be calculated by the Calculation Agent as the arithmetic mean of the 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 New York City, such Principal Financial Center selected by the Master Servicer, at approximately 11:00 a.m., New York City time, on that day Calculation Agent for loans in United States dollars the specified Index Currency to leading European banks, having the Index Maturity specified on the face hereof and in a principal amount that is representative for a single transaction in such specified Index Currency in such market at such time. If the banks for period of selected by the Designated MaturityCalculation Agent are not quoting, LIBOR shall be LIBOR in effect on such Interest Determination Date.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an Interest PeriodDate, the Indenture Trustee shall determine the interest rate to use in the definition of One-Month LIBOR on for the basis of related Interest Period, which interest rate shall be the rate per annum displayed in the Bloomberg Financial Markets system as the composite offered interest rate for London interbank deposits in United States dollars for a period of the Designated Maturity, equal to one-month that appears on Reuters Screen LIBOR01 Page as of 11:00 a.m.A.M., London time, on that such date. Upon such determination, the Indenture Trustee shall notify the Master Servicer of One-Month LIBOR for such LIBOR Determination Date. If that such rate does not appear on that display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters page Screen 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 relevantPage, the rate for that Interest Period the LIBOR Determination Date 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.A.M., London time, on that day to prime banks in the London interbank market for a period equal to one-month commencing on the first day of the Designated Maturitysuch Interest Period. The Indenture Trustee Master Servicer shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR the rate for that Interest Period LIBOR Determination Date shall be the arithmetic mean of all quotations providedthe quotations. If fewer than two (2) quotations are provided as requested, LIBOR the rate for that Interest Period will LIBOR Determination Date shall be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Master EAST\146409251.8147895167.4 Servicer, at approximately 11:00 a.m.A.M., New York City time, on that day for loans in United States dollars to leading European banks for a period equal to one-month commencing on the first day of such Interest Period. If the banks selected by the Master Servicer are not quoting rates as provided in the immediately preceding sentence, LIBOR for such Interest Period shall be LIBOR in effect for the immediately preceding Interest Period. Notwithstanding the foregoing, if the Administrative Agent and the Master Servicer reasonably determine that determination of One-Month LIBOR using the above methodologies is no longer available or is untrustworthy, then One-Month LIBOR for such Interest Period shall be the rate per annum determined by the Administrative Agent and the Master Servicer in their good faith and reasonable discretion to be (x) the rate at which deposits in U.S. dollars for delivery on the first day of such Interest Period in immediately available funds in the approximate amount of the Designated MaturityAdvance being made and with a term equivalent to such Interest Period would be offered by such other authoritative sources (as selected by the Administrative Agent) to major banks in the London interbank Eurodollar market at their request at approximately 11:00 a.m., London time, on such date and (y) if the methodology described in clause (x) is not available as reasonably determined by the Administrative Agent and the Master Servicer in their good faith discretion, then the Administrative Agent and the Master Servicer shall mutually determine how to calculate such rate (or shall determine to use a replacement rate) in their reasonable and good faith discretion.

Determination of LIBOR. (a) LIBOR applicable to the calculation of the Pass-Through Rate on the LIBOR Certificates for any Interest Accrual Period will be determined as of each LIBOR Rate Adjustment Date. On each LIBOR Determination Rate Adjustment Date, or if such LIBOR Rate Adjustment Date in respect of an is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the Indenture Trustee shall determine LIBOR rate for one month United States dollar deposits that appears 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, Telerate Screen Page 3750 as of 11:00 a.m., London time, on that datesuch LIBOR Rate Adjustment Date. If that rate does not appear on that "Telerate Screen Page 3750" means the display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters designated as 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, 3750 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 Bridge Telerate Service (or such other page as may replace the LIBOR page 3750 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 banks). If such rate does not appear on such page (or such other page as may replace that pagepage on that service, or if such service is no longer offered, LIBOR shall 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 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately 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., London time, on that day the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. The Indenture Trustee shall request the principal London office of each of the Reference Banks reference banks to provide a quotation of its rate. If at least two (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all the quotations providedrounded up to the next multiple of 1/16%. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate 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, shall select an alternative comparable index (over 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 on any LIBOR Rate Adjustment Date and the Trustee's subsequent calculation of the Pass-Through Rates applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly 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 shall supply to any Certificateholder so requesting by calling 1-800-934-6802 the Pass-Through Rate on the LIBOR Certificates for the current and the immediately preceding Interest Accrual Period.

Determination of LIBOR. (a) On each LIBOR Determination Date in respect of an If the Interest PeriodRate Basis for such Supplemental Obligation is LIBOR, the Indenture Trustee Interest Rate Basis that takes effect on any Interest Reset Date shall determine be LIBOR on the basis 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 rate per annum displayed offered rates appearing on Reuters Screen LIBO (as defined below) unless that page by its terms cites only one rate, in the Bloomberg Financial Markets system as the composite offered rate for London interbank deposits for a period of the Designated Maturitywhich case that one rate, in either case, as of 11:00 a.m.A.M., London time, on that datesuch LIBOR Interest Determination Date, for deposits of the Specified Currency having the Index Maturity beginning on such Interest Reset Date. If that Reuters Screen LIBOR01 applies and the rate described above does not appear on that display page, LIBOR for that Interest Period will be the rate per annum shown on or if Reuters page LIBOR01 or any successor page as the composite offered rate for London interbank deposits for a period Screen LIBO applies and fewer than two 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 relevant rates appear on that page, the rate will be the arithmetic mean of the displayed rates and if fewer than two rates are displayed, page or if no rate is relevantappears on any page on which only one rate normally appears, the rate for that Interest Period shall then LIBOR will be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks rates, at approximately 11:00 a.m.A.M., London time, on that day such LIBOR Interest Determination Date, at which deposits of the 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 for a period of by four major banks in that market selected by the Designated MaturityCalculation Agent. The Indenture Trustee shall Calculation Agent will request the principal London office of each of the Reference Banks these banks to provide a quotation of its rate. If rate if at least two (2) such quotations are provided, LIBOR for that such LIBOR Interest Period shall Determination Date will be the arithmetic mean of all quotations providedsuch quotations. If fewer than two (2) quotations are provided as requesteddescribed above, LIBOR for that such LIBOR Interest Period Determination Date will be the arithmetic mean of the rates quoted by major 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 in New York City, selected by the Master Servicerquoted, at approximately 11:00 a.m.A.M., New York City timein the principal financial center for the country of the Specified Currency, on such LIBOR Interest Determination Date, by three major banks in that day financial center selected by the Calculation Agent. If fewer than three banks selected by the Calculation Agent are quoting as described above, LIBOR for loans the new Interest Rate Reset Period will be LIBOR in United States dollars to leading European banks effect for period 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 in accordance with the foregoing provisions will be adjusted by the addition or subtraction of the Designated MaturitySpread, if any, or by multiplying such Interest Rate Basis by the Spread Multiplier, if any.

Determination of LIBOR. (a) LIBOR applicable to the calculation of the Pass-Through Rate on the LIBOR Certificates for any Interest Accrual Period will be determined as of each LIBOR Rate Adjustment Date. On each LIBOR Determination Rate Adjustment Date, or if such LIBOR Rate Adjustment Date in respect of an is not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the Indenture Trustee shall determine LIBOR rate for one month United States dollar deposits that appears 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, Dow Xxxxx Telerate Screen Page 3750 as of 11:00 a.m., London time, on that datesuch LIBOR Rate Adjustment Date. If that rate does not appear on that "Dow Xxxxx Telerate Screen Page 3750" means the display page, LIBOR for that Interest Period will be the rate per annum shown on Reuters designated as 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, 3750 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 Telerate Service (or such other page as may replace the LIBOR page 3750 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 banks). If such rate does not appear on such page (or such other page as may replace that pagepage on that service, or if such service is no longer offered, LIBOR shall 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 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 Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in United States dollars U.S. Dollars are offered by the Reference Banks at approximately 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., London time, on that day the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the Designated Maturityaggregate Certificate Principal Balance of the LIBOR Certificates then outstanding. The Indenture Trustee shall 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 (2) such quotations are provided, LIBOR for that Interest Period shall the rate will be the arithmetic mean of all the quotations providedrounded up to the next multiple of 1/16%. If on such date fewer than two (2) quotations are provided as requested, LIBOR for that Interest Period the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, at approximately as of 11:00 a.m., New York City time, on that day such date for loans in United States dollars U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the Designated Maturityaggregate 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 is calculated and published (or otherwise made available) by an independent party. The establishment of LIBOR by the Trustee and the Master Servicer on any LIBOR Rate Adjustment Date and the Master Servicer's subsequent calculation of the Pass-Through Rate applicable to the LIBOR Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly 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 will supply to any Certificateholder so requesting by telephone by calling (000) 000-0000 the Pass-Through Rate on the LIBOR Certificates for the current and the immediately preceding Interest Accrual Period. Section 1.03.