AMENDED AND RESTATED CONFIRMATION

Party A First

    Floating Rate Amounts:

The product of (x) the Back Sharing Percentage and (y) any and all amounts actually received by Reference Party A under and pursuant to the Reference Transaction (including amounts received from the Reference Counterparty in connection with the early termination of a Reference Transaction).

Party A First Floating Rate

    Amount Payment Dates:

Each day on which the Reference Party A receives a payment under the Reference Transaction and Party A receives a payment equal to the Party A First Floating Rate Amount under the Intermediate Transaction by 3:00 p.m. New York City time and the immediately succeeding Business Day if such payment is received by Party A after such time.

Party A Second

    Floating Rate Amount:

In the event that this Transaction is terminated prior to the Termination Date of the Reference Transaction, the excess, if any, of (x) the Settlement Amount paid by Party B to Party A in respect of this Transaction, over (y) the product of (i) the Back Sharing Percentage and (ii) the aggregate amount paid by Reference Party A to the Reference Counterparty pursuant to the Reference Transaction from and including the Early Termination Date of this Transaction to the Termination Date of the Reference Transaction.

Party A Second Floating Rate

    Amount Payment Date:

One Business Day after the Termination Date of the Reference Transaction so long as Party A receives a payment under the Intermediate Transaction equal to the Party A Second Floating Rate Amount.

Survival: The provisions regarding the Party A Second Floating Rate Amount and the Party A Second Floating Rate Amount Payment Date shall survive the termination of this Transaction.

Party A Third Floating Rate Amount:

In the event that this Transaction is terminated prior to the Termination Date of the Reference Transaction, the excess, if any, of (x) the product of (i) the Back Sharing Percentage and (ii) the aggregate amount paid by the Reference Counterparty to Reference Party A pursuant to the Reference Transaction from and including the Early Termination Date of this Transaction to the Termination Date of the Reference Transaction over (y), the Settlement Amount paid by Party A to Party B in respect of this Transaction.

One Business Day after the Termination Date of the Reference Transaction so long as Party A receives a payment under the Intermediate Transaction equal to the Party A Third Floating Rate Amount.

Party B First Floating     Rate Amounts:

The product of (x) the Back Sharing Percentage and (y) any and all amounts due from Reference Party A under and pursuant to the Reference Transaction (including amounts owed by Reference Party A to the Reference Counterparty or any successor Counterparty in connection with the occurrence of a Reference Transaction Early Termination Date); provided, however, that prior to the occurrence of an Early Accumulation Event or prior to the occurrence and continuation of any Extended Note Amortization Event, any amount payable by Party B on any Interim Payment Date in respect of any Party A Interim Floating Amount (as defined in the Reference Transaction) payable by Party A under the Reference Transaction shall be equal to the lesser of (i) the Party A Interim Floating Amount payable by Party A under and pursuant to the Reference Transaction on such Interim Payment Date, and (ii) the positive difference (if any) of (A) the Back Swap Sharing Percentage (B) 10% of the product of (I) the Sharing

Party B First Floating Rate   Amount

    Payment Dates:

Each Payment Date, Interim Payment Date and any Business Day on which Reference Party A owes any Party A Accrued Interest Payment (as defined in the Reference Transaction) and the Termination Date.

In the event that this Transaction is terminated prior to the Termination Date of the Reference Transaction, the excess, if any, of (x) the product of (i) the Back Sharing Percentage and (ii) the aggregate amount paid by Reference Party A to the Reference Counterparty pursuant to the Reference Transaction from and including the Early Termination Date of this Transaction to the Termination Date of the

One Business Day after the Termination Date of the Reference Transaction.

Survival: The provisions regarding the Party B Second Floating Rate Amount and the Party B Second Floating Rate Amount Payment Date shall survive the termination of this Transaction.

In the event that this Transaction is terminated prior to the Termination Date of the Reference Transaction, the excess, if any, (x) the Settlement Amount paid by Party A to Party B in respect of this Transaction over (y), the product of (i) the Back Sharing Percentage and (ii) the aggregate amount paid by the Reference Counterparty to Reference Party A to pursuant to the Reference Transaction from and including the Early Termination Date of this Transaction to the Termination Date of the Reference Transaction.

The sum of (A) plus (B) where (A) is equal to the product of (x) 0.08%; (y) the Program Size; and (z) the actual number of days in the relevant Calculation Period, divided by 365 and (B) is equal to the product of: (a) 0.12%; (b) the Average Outstanding Principal Balance; and (c) the actual number of days in the relevant Calculation Period, divided by 365.

Any reasonable fees, costs, damages, expenses or forbearance of interest or other remuneration incurred or otherwise suffered by Party A (collectively, “Damages”) in connection with the Reference Transaction or the Intermediate Transaction (including any assignment or transfer thereof, except for Damages resulting out of an Early Termination of the Reference Transaction or the Intermediate Transaction as a result of an Event of Default where Reference Party A or Party A, respectively, is the sole Defaulting Party or Termination Event pursuant to Part 1(g)(i) of the Reference Transaction where Reference Party A or Party A, respectively, is the sole Affected Party) which are not paid or otherwise reimbursed to Party A; provided that such Damages would not have been incurred by Party A but for the Reference Transaction or the Intermediate Transaction. This shall also include any amount received by Party A pursuant to the Intermediate Transaction which Party A was compelled to return to Intermediate Party B or to the Reference Counterparty or its respective successor (including any liquidator, receiver, bankruptcy trustee, or similar entity).

No later than the second Business Day after Party A notifies Party B of the Party B Fifth Floating Rate Amounts if such notice is received by Party B (orally or otherwise) on or prior to 1:00 p.m. New York time, and no later than the third Business Day after receipt if such notice is received by Party B after such time.

4. Other Provisions:

Assignment:

This Transaction shall be assigned concurrently with any assignment or transfer of the Reference Transaction by Reference Party A or the Intermediate Transaction by Party A pursuant to the terms thereof. Party B covenants and agrees that it shall directly bear any and all costs associated with such assignment or transfer of this Transaction; provided, however, Party A shall bear its own cost associated with the assignment of this Transaction if Party A is the sole Defaulting Party under the Intermediate Transaction.

If an Event of Default or Termination Event shall have occurred and Party A is the Defaulting Party or Affected Party, Party B shall not be entitled to declare an Early Termination and this Transaction shall automatically be assigned to and assumed by Intermediate Party B, provided, that no Event of Default or Termination Event in which Intermediate Party B is the Defaulted Party or Affected Party shall have occurred under, and as defined in, the ISDA Master Agreement, dated as of the date hereof between Party B and Intermediate Party B. No Settlement Amounts or assignment costs shall be paid by either Party A or Party B in connection with such assignment other than Unpaid Amounts owed as of the date of such assignment. This Transaction and the Agreement shall be deemed to be terminated as of the date of such assignment.