Common use of Annual Certification Clause in Contracts

Annual Certification. (a) For so long as (1) the Mortgage Loans are being master serviced by the Master Servicer and (2) the Master Servicer is required by Section 302 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to provide an annual certification, by March 15th of each year, beginning with March 15, 2005 (or if not a Business Day, the immediately preceding Business Day), an officer of the Company shall execute and deliver an Officer’s Certificate to the Master Servicer for the benefit of such Master Servicer and its officers, directors and affiliates, certifying as to the following matters: (i) Based on my knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by such statements or reports; (ii) Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Company under this Servicing Agreement has been provided to the Master Servicer; (iii) I am responsible for reviewing the activities performed by the Company under the Servicing Agreement and based upon my knowledge and the review required by this Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report submitted to the Master Servicer, the Servicer has, as of the last day of the period covered by the Annual Statement of Compliance, fulfilled its obligations under this Servicing Agreement; and (iv) I have disclosed to the Master Servicer all significant deficiencies relating to the Company’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing Agreement. (b) The Company shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 or the negligence, bad faith or willful misconduct of the Company in connection therewith. If the indemnification provided for herein is unavailable in whole or in part for any reason, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Company, in connection with a breach of the Company’s obligations under this Section 6.07 or the Company’s negligence, bad faith or willful misconduct in connection therewith. (k) Section 10.01 is hereby modified by adding the word “or” at the end of clause (ix) thereof and inserting the following as clause (x):

Annual Certification. The Company will deliver to the Trustee and the Authority within 240 days after the end of each fiscal year of the Company consolidated financial statements of the Company for the immediately preceding year, prepared in accordance with generally accepted accounting principles, accompanied by a report of an Accounting Firm on such consolidated financial statements as well as a letter stating that nothing came to their attention during the audit of such consolidated financial statements that caused them to believe that the Company failed to comply with the following covenants: (a) For so long the Income Available for Debt Service for the most recent fiscal year of the Company, as (1) determined based upon the Mortgage Loans are being master serviced by financial statements of the Master Servicer and (2) Company for the Master Servicer is immediately preceding fiscal year which financial statements shall be audited as required by Section 302 5.4 of this Agreement. Such audit report shall be delivered to the Trustee and shall state (I) the opinion of the S▇▇▇▇▇▇▇-▇Accounting Firm to the effect such financial statements present fairly, in all material respects, the financial position of the Company and its subsidiaries, including Palo Verde Utilities Company and Santa ▇▇▇▇ Act of 2002 to provide an annual certification, by March 15th of each year, beginning with March 15, 2005 (or if not a Business Day, the immediately preceding Business Day), an officer of the Water Company shall execute and deliver an Officer’s Certificate to the Master Servicer for the benefit of such Master Servicer and its officers, directors and affiliates, certifying as to the following matters: (i) Based on my knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day end of the period covered by fiscal year(s) shown and the results of its operations for such year(s) in conformity with generally accepted accounting principles, or (11) such other form of opinion as shall be customary and generally accepted, at the time of such report, as the form of the opinion of any independent certified public accounting firm reporting on financial statements or reportsunder generally accepted accounting principles; (iib) Based the Revenue Objective, which shall mean 1.10 times Maximum Annual Debt Service on my knowledge, all Long Term Indebtedness (exclusive of Subordinated Indebtedness incurred in compliance with Section 4.8(d) of this Agreement) outstanding at the servicing information required to be provided to the Master Servicer by the Company under this Servicing Agreement has been provided to the Master Servicerend of such fiscal year; (iiic) I am responsible the Debt Service Coverage Ratio shall not be less than 1:10 i.e. Income Available for reviewing Debt Service divided by Maximum Annual Debt Service on all Long Term Indebtedness (exclusive of Subordinated Indebtedness incurred in compliance with Section 4.8(d) of this Agreement) outstanding at the activities performed by the Company under the Servicing Agreement and based upon my knowledge and the review required by this Servicing Agreement, and except as disclosed in the Annual Statement end of Compliance or the Annual Independent Public Accountant’s Servicing Report submitted to the Master Servicer, the Servicer has, as of the last day of the period covered by the Annual Statement of Compliance, fulfilled its obligations under this Servicing Agreementsuch fiscal year; and (ivd) I have disclosed to the Master Servicer all significant deficiencies relating to the Company’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing AgreementReserved. (b) The Company shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 or the negligence, bad faith or willful misconduct of the Company in connection therewith. If the indemnification provided for herein is unavailable in whole or in part for any reason, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Company, in connection with a breach of the Company’s obligations under this Section 6.07 or the Company’s negligence, bad faith or willful misconduct in connection therewith. (k) Section 10.01 is hereby modified by adding the word “or” at the end of clause (ix) thereof and inserting the following as clause (x):

Annual Certification. (a) For so long as (1) the Mortgage Loans are being master serviced by The related Servicer shall deliver to the Master Servicer and (2) the Master Servicer is required by Section 302 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to provide an annual certificationServicer, by on or before March 15th with respect to Ocwen, and on or before February 28th with respect to Provident, of each yearcalendar year beginning in 2004 (or, beginning with March 15, 2005 (or if any such day is not a Business Day, the immediately preceding Business Day), an officer of the Company shall execute and deliver an Officer’s Certificate to ) or such alternative date reasonably specified by the Master Servicer for the benefit of such Master Servicer and its officers, directors and affiliates, certifying as which shall occur not earlier than 15 days prior to the following matters: (i) Based on my knowledgedate any Form 10-K is required to be filed with the Commission in connection with the transactions contemplated by this Agreement, the information a certification in the Annual Statement form attached hereto as Exhibit C. Such certification shall be signed by the senior officer in charge of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the related Servicer. In addition, the related Servicer shall provide such other information with respect to the Mortgage Loans submitted and the servicing and administration thereof within the control of the related Servicer which shall be required to enable the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make comply with the statements made, in light reporting requirements of the circumstances under which such statements were made, not misleading as Securities and Exchange Act of the last day of the period covered by such statements or reports; (ii) Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Company under this Servicing Agreement has been provided to the Master Servicer; (iii) I am responsible for reviewing the activities performed by the Company under the Servicing Agreement and based upon my knowledge and the review required by this Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report submitted to the Master Servicer, the Servicer has1934, as of the last day of the period covered by the Annual Statement of Compliance, fulfilled its obligations under this Servicing Agreement; and (iv) I have disclosed amended pursuant to the Master Servicer all significant deficiencies relating to the Company’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing AgreementSection 5.06 hereof. (b) The Company related Servicer shall indemnify and hold harmless the Master Servicer Servicer, the Securities Administrator, the Trustee, the Depositor and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company related Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 3.19 or the related Servicer's negligence, bad faith or willful misconduct of the Company in connection therewith. Such indemnity shall survive the termination or resignation of the parties hereto or the termination of this Agreement. If the indemnification provided for herein is unavailable in whole or in part for any reasoninsufficient to hold harmless the Master Servicer, the Securities Administrator, the Trustee and the Depositor, then the Company related Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer Servicer, the Trustee and the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer Servicer, the Securities Administrator, the Trustee and the Depositor in such proportion as is appropriate to reflect the relative fault of the CompanyMaster Servicer, the Securities Administrator, the Trustee and the Depositor on the one hand and the related Servicer on the other in connection with a breach of the Company’s related Servicer's obligations under this Section 6.07 or the Company’s negligence, bad faith or willful misconduct in connection therewith3.19. (k) Section 10.01 is hereby modified by adding the word “or” at the end of clause (ix) thereof and inserting the following as clause (x):

Annual Certification. (a) For so long as (1) The Servicer shall and shall cause any Servicing Function Participant engaged by it to, provide to the Mortgage Loans are being master serviced by Person who signs the Master Servicer and (2) the Master Servicer is required by Section 302 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to provide an annual certificationCertification (the “Certifying Person”), by March 15th 15 of each yearyear in which the Trust is subject to the reporting requirements of the Exchange Act, beginning with March 15a certification (each, 2005 (or if not a Business Day“Back-Up Certification”), in the form attached hereto as Exhibit C, upon which the Certifying Person, the immediately preceding Business Day)entity for which the Certifying Person acts as an officer, an officer of the Company shall execute and deliver an Officersuch entity’s Certificate to the Master Servicer for the benefit of such Master Servicer and its officers, directors and affiliatesAffiliates (collectively with the Certifying Person, certifying as to the following matters: (i“Certification Parties”) Based on my knowledge, the information in the Annual Statement can reasonably rely. The officer of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light charge of the circumstances under which such statements were made, not misleading master servicing function shall serve as the Certifying Person on behalf of the last day Trust. In the event the Servicer or any Servicing Function Participant engaged by it is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.20 with respect to the period covered by such statements of time it was subject to this Agreement or reports; (ii) Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Company under this Servicing Agreement has been provided to the Master Servicer; (iii) I am responsible for reviewing the activities performed by the Company under the Servicing Agreement and based upon my knowledge and the review required by this any applicable Sub-Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report submitted to the Master Servicer, the Servicer has, as of the last day of the period covered by the Annual Statement of Compliance, fulfilled its obligations under this Servicing Agreement; and (iv) I have disclosed to the Master Servicer all significant deficiencies relating to the Company’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing Agreementcase may be. (b) The Company Servicer shall indemnify and hold harmless the Master Servicer Servicer, the Securities Administrator, the Trustee, the Depositor and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 3.20 or the Servicer’s negligence, bad faith or willful misconduct of the Company in connection therewith. Such indemnity shall survive the termination or resignation of the parties hereto or the termination of this Agreement. If the indemnification provided for herein is unavailable in whole or in part for any reasoninsufficient to hold harmless the Master Servicer, the Securities Administrator, the Trustee and the Depositor, then the Company Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer Servicer, the Securities Administrator, the Trustee and the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer Servicer, the Securities Administrator, the Trustee and the Depositor in such proportion as is appropriate to reflect the relative fault of the CompanyMaster Servicer, the Securities Administrator, the Trustee and the Depositor on the one hand and the Servicer on the other in connection with a breach of the CompanyServicer’s obligations under this Section 6.07 or the Company’s negligence, bad faith or willful misconduct in connection therewith3.20. (kc) Section 10.01 is hereby modified by adding The Servicer shall provide to the word “or” at Master Servicer prompt notice of the end occurrence of any of the following: (i) any Servicer Event of Default under the terms of this Agreement, any merger, consolidation or sale of substantially all of the assets of the Servicer, the Servicer’s engagement of any Sub-Servicer to perform or assist in the performance of any of the Servicer’s obligations under this Agreement, any material litigation involving the Servicer, and any affiliation or other significant relationship between such Servicer and other transaction parties. (ii) If the Servicer has knowledge of the occurrence of any of the events described in this clause (ix) thereof and inserting ii), then no later than ten days prior to the deadline for the filing of any Distribution Report on Form 10-D in respect of any Trust that includes any of the Mortgage Loans serviced by the Servicer, the Servicer shall provide to the Master Servicer notice of the occurrence of any of the following events along with all information, data, and materials related thereto as clause may be required to be included in the related Distribution Report on Form 10-D (xas specified in the provisions of Regulation AB referenced below): (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). (d) The Servicer shall provide to the Master Servicer such additional information as the Master Servicer may reasonably request, including evidence of the authorization of the person signing any certification or statement, financial information and reports and of the fidelity bond and errors and omissions insurance policy required to be maintained by the Servicer pursuant to this Agreement, and such other information related to the Servicer or its performance hereunder.

Annual Certification. (a) For so long as (1) the Mortgage Loans are being master serviced by the Master Servicer and (2) the Master Servicer is required by Section 302 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to provide an annual certification, by March 15th of each year, beginning with March 15, 2005 (or if not a Business Day, the immediately preceding Business Day), an officer of the Company shall execute and deliver an Officer’s 's Certificate to the Master Servicer for the benefit of such Master Servicer and its officers, directors and affiliates, certifying as to the following matters: (i) Based on my knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant’s 's Servicing Report and all servicing reports, officer’s 's certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day date of the period covered by such statements or reportsthis certification; (ii) Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Company under this Servicing Agreement has been provided to the Master Servicer; (iii) I am responsible for reviewing the activities performed by the Company under the Servicing Agreement and based upon my knowledge and the review required by this Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s 's Servicing Report submitted to the Master Servicer, the Servicer has, as of the last day date of the period covered by the Annual Statement of Compliance, this certification fulfilled its obligations under this Servicing Agreement; and (iv) I have disclosed to the Master Servicer all significant deficiencies relating to the Company’s 's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing Agreement. (b) The Company shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 or the negligence, bad faith or willful misconduct of the Company in connection therewith. If the indemnification provided for herein is unavailable in whole or in part for any reason, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Company, in connection with a breach of the Company’s obligations under this Section 6.07 or the Company’s negligence, bad faith or willful misconduct in connection therewith. (k) Section 10.01 is hereby modified by adding the word “or” at the end of clause (ix) thereof and inserting the following as clause (x):the

Annual Certification. (a) For so long as (1) the Mortgage Loans are being master serviced by The Servicer shall deliver to the Master Servicer and (2) the Master Servicer is required by Section 302 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to provide an annual certificationServicer, by on or before March 15th 15 of each year, calendar year beginning with March 15, 2005 2004 (or or, if any such day is not a Business Day, the immediately preceding Business Day), an officer of the Company shall execute and deliver an Officer’s Certificate to or on any alternative date reasonably specified by the Master Servicer for the benefit of such Master Servicer and its officersupon thirty (30) days written request, directors and affiliates, certifying as to the following matters: (i) Based on my knowledge, the information a certification in the Annual Statement form attached hereto as Exhibit C. Such certification shall be signed by the senior officer in charge of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Servicer. In addition, the Servicer shall provide such other information with respect to the Mortgage Loans submitted and the servicing and administration thereof within the control of the Servicer which shall be required to enable the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make comply with the statements made, in light reporting requirements of the circumstances under which such statements were made, not misleading as Securities and Exchange Act of the last day of the period covered by such statements or reports; (ii) Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Company under this Servicing Agreement has been provided to the Master Servicer; (iii) I am responsible for reviewing the activities performed by the Company under the Servicing Agreement and based upon my knowledge and the review required by this Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report submitted to the Master Servicer, the Servicer has1934, as of the last day of the period covered by the Annual Statement of Compliance, fulfilled its obligations under this Servicing Agreement; and (iv) I have disclosed amended pursuant to the Master Servicer all significant deficiencies relating to the Company’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing AgreementSection 5.06 hereof. (b) The Company Servicer shall indemnify and hold harmless the Master Servicer Servicer, the Trustee, the Depositor and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 3.19 or the Servicer's negligence, bad faith or willful misconduct of the Company in connection therewith. Such indemnity shall survive the termination or resignation of the parties hereto or the termination of this Agreement. If the indemnification provided for herein is unavailable in whole or in part for any reasoninsufficient to hold harmless the Master Servicer, the Trustee and the Depositor, then the Company Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer Servicer, the Trustee and the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer Servicer, the Trustee and the Depositor in such proportion as is appropriate to reflect the relative fault of the CompanyMaster Servicer, the Trustee and the Depositor on the one hand and the Servicer on the other in connection with a breach of the Company’s Servicer's obligations under this Section 6.07 or the Company’s negligence, bad faith or willful misconduct in connection therewith3.19. (k) Section 10.01 is hereby modified by adding the word “or” at the end of clause (ix) thereof and inserting the following as clause (x):

Annual Certification. (a) For In the event that the Mortgage Loans (or any portion thereof) are subject to a Pass-Through Transfer and for so long as (1) the such Mortgage Loans are being master serviced by a master servicer designated by the Master Servicer and (2) the Master Servicer is required by Section 302 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to provide an annual certificationOwner, by March 15th 15 of each year, beginning with March 15, 2005 year (or if not a Business Daybusiness day, the immediately preceding preceeding Business Day), or with respect to any calendar year during which the annual report of the entity which is the depositor (or other party responsible for filing Form 10-K with the Commission (as defined below)) of the Mortgage Loans pursuant to a securitization transaction (the "Depositor") on Form 10-K is required to be filed in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the Securities Exchange Commission (the "Commission"), fifteen (15) calendar days before the date on which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or if not a business day, the immediately preceeding Business Day), an officer Officer of the Company Servicer shall execute and deliver an Officer’s 's Certificate to the Master Servicer master servicer for the benefit of such Master Servicer master servicer and its officers, directors and affiliates, certifying as to the following follow matters: (i) Based on my knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant’s 's Servicing Report and all servicing reports, officer’s 's certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer master servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day date of the period covered by such statements or reportsthis certification; (ii) Based on my knowledge, the The servicing information required to be provided to the Master Servicer master servicer by the Company Servicer under this Servicing Agreement has been provided to the Master Servicermaster servicer; (iii) I am responsible for reviewing the activities performed by the Company Servicer under the Servicing this Agreement and based upon my knowledge and the review required by this Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s 's Servicing Report submitted to the Master Servicermaster servicer, the Servicer has, as of the last day date of the period covered by the Annual Statement of Compliance, this certification fulfilled its obligations under this Servicing Agreement; and (iv) I have disclosed to the Master Servicer master servicer all significant deficiencies relating to the Company’s Servicer's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing this Agreement. (b) The Company Servicer shall indemnify and hold harmless the Master Servicer master servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 6.09 or the negligence, bad faith or willful misconduct of the Company Servicer in connection therewith. If the indemnification provided for herein is unavailable in whole or in part for any reasoninsufficient to hold harmless the master servicer, then the Company Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer master servicer as a result of the losses, claims, damages or liabilities of the Master Servicer master servicer in such proportion as is appropriate to reflect the relative fault of the Company, master servicer on the one hand and the Servicer on the other in connection with a breach of the Company’s Servicer's obligations under this Section 6.07 6.09 or the Company’s Servicer's negligence, bad faith or willful misconduct in connection therewith. (k) Section 10.01 is hereby modified by adding the word “or” at the end of clause (ix) thereof and inserting the following as clause (x):

Annual Certification. (a) For so long as (1) the Mortgage Loans are being master serviced by the Master Servicer and (2) the Master Servicer is required by Section 302 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to provide an annual certificationServicer, by March 15th February 28th of each year, beginning with March 15, 2005 year (or if not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, an officer of the Company Servicer shall execute and deliver an Officer’s Certificate to the Purchaser and the Master Servicer for the benefit of such the Purchaser and the Master Servicer and its their officers, directors and affiliates, certifying as to the following matters: (i) Based on my knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day date of the period covered by such statements or reportsthis certification; (ii) Based on my knowledge, the The servicing information required to be provided to the Master Servicer by the Company Servicer under this Servicing Agreement has been provided to the Master Servicer; (iii) I am responsible for reviewing the activities performed by the Company Servicer under the Servicing Agreement and based upon my knowledge and the review required by this Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report submitted to the Master Servicer, the Servicer has, as of the last day date of the period covered by the Annual Statement of Compliance, this certification fulfilled its obligations under this Servicing Agreement; and (iv) I have disclosed to the Master Servicer all significant deficiencies relating to the CompanyServicer’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing Agreement. (b) The Company Servicer shall indemnify and hold harmless the Purchaser and Master Servicer and its their officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 or the negligence, bad faith or willful misconduct of the Company Servicer in connection therewith. If the indemnification provided for herein is unavailable in whole or in part for any reasoninsufficient to hold harmless the Purchaser or Master Servicer, then the Company Servicer agrees that it shall contribute to the amount paid or payable by the Purchaser or Master Servicer as a result of the losses, claims, damages or liabilities of the Purchaser or Master Servicer in such proportion as is appropriate to reflect the relative fault of the Company, Purchaser or Master Servicer on the one hand and the Servicer on the other in connection with a breach of the CompanyServicer’s obligations under this Section 6.07 or the CompanyServicer’s negligence, bad faith or willful misconduct in connection therewith. (k) Section 10.01 is hereby modified by adding the word “or” at the end of clause (ix) thereof and inserting the following as clause (x):

Annual Certification. (a) For so long as (1) Commencing in the Mortgage Loans are being master serviced by calendar year following the Master date of this Agreement, each Servicer shall execute and (2) deliver to the Master Servicer is required by Section 302 of Depositor on or before the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to provide an annual certification, by March 15th of each year, beginning with March 15, 2005 30th day (or if not a Business Day, the immediately preceding Business Day) preceding the latest day in each year on which an annual report on Form 10-K may be timely filed with the Securities and Exchange Commission (without regard to any extension), an officer of the Company shall execute and deliver an Officer’s 's Certificate to the Master Servicer for the benefit of such Master Servicer the Depositor and its officers, directors and affiliates, certifying as to the following matters: (i) Based on my such officer's knowledge, the information in the Annual Statement Officer's Certificates and statements delivered pursuant to Sections 3.18 and 3.19 of Compliance, the Annual Independent Public Accountant’s Servicing Report this Agreement and all servicing reportsServicer's Certificates, officer’s certificates Officer's Certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master serviced by such Servicer taken as a whole, whole does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day date of the period covered by such statements or reportsthis certification; (ii) Based on my knowledge, the The servicing information required to be provided to the Master Depositor by such Servicer by the Company under this Servicing Agreement has been provided to the Master ServicerDepositor; (iii) I am Such officer is responsible for reviewing the activities performed by the Company such Servicer under the Servicing this Agreement and based upon my knowledge and the review required by this Servicing Agreement, and except as disclosed in the Annual Statement Officer's Certificates and statements delivered pursuant to Sections 3.18 and 3.19 of Compliance or the Annual Independent Public Accountant’s Servicing Report submitted this Agreement and all Servicer's Certificates, officer's certificates and other information relating to the Master servicing of the Mortgage Loans serviced by such Servicer, the such Servicer has, as of the last day date of the period covered by the Annual Statement of Compliancecertification, fulfilled its obligations under this Servicing Agreement; and (iv) I have Such officer has disclosed to the Master Servicer Depositor all significant deficiencies relating to the Company’s such Servicer's compliance with the minimum servicing standards criteria set forth in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing Agreementrules and regulations of the Securities and Exchange Commission, as applicable. (b) The Company Each Servicer shall indemnify and hold harmless the Master Servicer Depositor and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company such Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 3.23 or the negligence, bad faith or willful misconduct of the Company such Servicer in connection therewith. If the indemnification provided for herein is unavailable in whole or in part for any reasoninsufficient to hold harmless the Depositor, then the Company such Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer Depositor in such proportion as is appropriate to reflect the relative fault of the Company, Depositor on the one hand and such Servicer on the other in connection with a breach of the Company’s such Servicer's obligations under this Section 6.07 3.23 or the Company’s Servicer's negligence, bad faith or willful misconduct in connection therewith. The provisions of this Section 3.23 shall survive the termination of this Agreement. (k) Section 10.01 is hereby modified by adding the word “or” at the end of clause (ix) thereof and inserting the following as clause (x):

Annual Certification. The Company will deliver to the Trustee and the Authority within 240 days after the end of each fiscal year of the Company consolidated financial statements of the Company for the immediately preceding year, prepared in accordance with generally accepted accounting principles, accompanied by a report of an Accounting Firm on such consolidated financial statements as well as a letter stating that nothing came to their attention during the audit of such consolidated financial statements that caused them to believe that the Company failed to comply with the following covenants: (a) For so long the Income Available for Debt Service for the most recent fiscal year of the Company, as (1) determined based upon the Mortgage Loans are being master serviced by financial statements of the Master Servicer and (2) Company for the Master Servicer is immediately preceding fiscal year which financial statements shall be audited as required by Section 302 5.4 of this Agreement. Such audit report shall be delivered to the Trustee and shall state (I) the opinion of the S▇▇▇▇▇▇▇-▇Accounting Firm to the effect such financial statements present fairly, in all material respects, the financial position of the Company and its subsidiaries, including Palo Verde Utilities Company and Santa ▇▇▇▇ Act of 2002 to provide an annual certification, by March 15th of each year, beginning with March 15, 2005 (or if not a Business Day, the immediately preceding Business Day), an officer of the Water Company shall execute and deliver an Officer’s Certificate to the Master Servicer for the benefit of such Master Servicer and its officers, directors and affiliates, certifying as to the following matters: (i) Based on my knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day end of the period covered by fiscal year(s) shown and the results of its operations for such year(s) in conformity with generally accepted accounting principles, or (II) such other form of opinion as shall be customary and generally accepted, at the time of such report, as the form of the opinion of any independent certified public accounting firm reporting on financial statements or reportsunder generally accepted accounting principles; (iib) Based the Revenue Objective, which shall mean 1.10 times Maximum Annual Debt Service on my knowledge, all Long Term Indebtedness (exclusive of Subordinated Indebtedness incurred in compliance with Section 4.8(d) of this Agreement) outstanding at the servicing information required to be provided to the Master Servicer by the Company under this Servicing Agreement has been provided to the Master Servicerend of such fiscal year; (iiic) I am responsible the Debt Service Coverage Ratio shall not be less than 1:10 i.e. Income Available for reviewing Debt Service divided by Maximum Annual Debt Service on all Long Term Indebtedness (exclusive of Subordinated Indebtedness incurred in compliance with Section 4.8(d) of this Agreement) outstanding at the activities performed by the Company under the Servicing Agreement and based upon my knowledge and the review required by this Servicing Agreement, and except as disclosed in the Annual Statement end of Compliance or the Annual Independent Public Accountant’s Servicing Report submitted to the Master Servicer, the Servicer has, as of the last day of the period covered by the Annual Statement of Compliance, fulfilled its obligations under this Servicing Agreementsuch fiscal year; and (ivd) I have disclosed to the Master Servicer all significant deficiencies relating to the Company’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing AgreementReserved. (b) The Company shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 or the negligence, bad faith or willful misconduct of the Company in connection therewith. If the indemnification provided for herein is unavailable in whole or in part for any reason, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Company, in connection with a breach of the Company’s obligations under this Section 6.07 or the Company’s negligence, bad faith or willful misconduct in connection therewith. (k) Section 10.01 is hereby modified by adding the word “or” at the end of clause (ix) thereof and inserting the following as clause (x):

Annual Certification. (a) For so long as (1) Commencing in the Mortgage Loans are being master serviced by calendar year following the date of this Agreement, each Servicer shall execute and deliver to the Master Servicer and (2) the Master Servicer is required by Section 302 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to provide an annual certification, by March 15th on or before February 28th of each year, beginning with March 15, 2005 calendar year (or if not a Business Day, the immediately preceding Business Day), an officer of the Company shall execute and deliver an Officer’s 's Certificate to the Master Servicer for the benefit of such the Master Servicer and its officers, directors and affiliates, certifying as to the following matters: (i) Based on my such officer's knowledge, the information in the Annual Statement Officer's Certificates and statements delivered pursuant to Sections 3.18 and 3.19 of Compliance, the Annual Independent Public Accountant’s Servicing Report this Agreement and all servicing Servicer's Certificates and reports, officer’s certificates Officer's Certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master serviced by such Servicer taken as a whole, whole does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day date of the period covered by such statements or reports;this certification; 69 (ii) Based on my knowledge, the The servicing information required to be provided to the Master Servicer by the Company such Servicer under this Servicing Agreement has been provided to the Master Servicer; (iii) I am Such officer is responsible for reviewing the activities performed by the Company such Servicer under the Servicing this Agreement and and, based upon my knowledge and the review required by this Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report submitted Officer's Certificates and statements delivered to the Master Servicer pursuant to Sections 3.18 and 3.19 of this Agreement and all Servicer's Certificates and reports, Officer's Certificates and other information relating to the servicing of the Mortgage Loans serviced by such Servicer, the such Servicer has, as of the last day date of the period covered by the Annual Statement of Compliancecertification, fulfilled its obligations under this Servicing Agreement; and (iv) I have Such officer has disclosed to the Master Servicer all significant deficiencies relating to the Company’s such Servicer's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing AgreementBankers. (b) The Company Each Servicer shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company such Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 3.23 or the negligence, bad faith or willful misconduct of the Company such Servicer in connection therewith. If the indemnification provided for herein is unavailable in whole or in part for any reasoninsufficient to hold harmless the Master Servicer, then the Company such Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Company, Master Servicer on the one hand and such Servicer on the other in connection with a breach of the Company’s such Servicer's obligations under this Section 6.07 3.23, or the Company’s such Servicer's negligence, bad faith or willful misconduct in connection therewith. The provisions of this Section 3.23 shall survive the termination of this Agreement. (k) Section 10.01 is hereby modified by adding the word “or” at the end of clause (ix) thereof and inserting the following as clause (x):

Annual Certification. (a) For so long as (1) the Mortgage Loans are being master serviced by Each Servicer shall deliver to the Master Servicer and Servicer, (2i) the Master Servicer is required by Section 302 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to provide an annual certification, by on or before March 15th of each yearcalendar year beginning in 2006 (or, beginning with March 15, 2005 (or if any such day is not a Business Day, the immediately preceding Business Day), an officer of the Company shall execute and deliver an Officer’s Certificate to ) or such alternative date reasonably specified by the Master Servicer for which shall occur not later than fifteen (15) days prior to the benefit date any Form 10-K is required to be filed with the Commission in connection with the transactions contemplated by this Agreement, a certification in the form attached hereto as Exhibit C, or (ii) with respect to Saxon, on or before March 24th of such each calendar year in which the Master Servicer and its officers, directors and affiliates, certifying as to notifies Saxon on or before February 1st that a Form 15 Suspension Notice has been filed. Such certification shall be signed by the following matters: (i) Based on my knowledge, the information senior officer in the Annual Statement charge of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by such statements or reports; (ii) Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Company under this Servicing Agreement has been provided to the Master related Servicer; (iii) I am responsible for reviewing the activities performed by the Company under the Servicing Agreement and based upon my knowledge and the review required by this Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report submitted to the Master Servicer, the Servicer has, as of the last day of the period covered by the Annual Statement of Compliance, fulfilled its obligations under this Servicing Agreement; and (iv) I have disclosed to the Master Servicer all significant deficiencies relating to the Company’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing Agreement. (b) The Company Each Servicer shall indemnify and hold harmless the Master Servicer Servicer, the Securities Administrator, the Trustee, the Depositor and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company such Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 3.19 or the such Servicer's negligence, bad faith or willful misconduct of the Company in connection therewith. Such indemnity shall survive the termination or resignation of the parties hereto or the termination of this Agreement. If the indemnification provided for herein is unavailable in whole or in part for any reasoninsufficient to hold harmless the Master Servicer, the Securities Administrator, the Trustee and the Depositor, then the Company such Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer Servicer, the Securities Administrator, the Trustee and the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer Servicer, the Securities Administrator, the Trustee and the Depositor in such proportion as is appropriate to reflect the relative fault of the CompanyMaster Servicer, the Securities Administrator, the Trustee and the Depositor on the one hand and such Servicer on the other in connection with a breach of the Company’s such Servicer's obligations under this Section 6.07 or the Company’s negligence, bad faith or willful misconduct in connection therewith3.19. (k) Section 10.01 is hereby modified by adding the word “or” at the end of clause (ix) thereof and inserting the following as clause (x):

Annual Certification. (a) For so long as (1) the Mortgage Loans are being master serviced by the Master Servicer and (2) the Master Servicer is required by Section 302 Within 45 days of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to provide an annual certification, by March 15th end of each fiscal year, beginning with March 15the chief financial officer of UDS shall deliver a certificate (the "Compliance Certificate") to the Operating Partnership, 2005 (or if not a Business Daycertifying that, based upon due inquiry, the immediately preceding Business Dayobligations of UDS under Sections 2(a), an officer 2(b) and 2(c) of the Company shall execute this Agreement for such fiscal year, have been satisfied and deliver an Officer’s Certificate setting forth calculations and other information evidencing compliance with each such provision, and, if any exception provided for pursuant to the Master Servicer for the benefit Section 3 of such Master Servicer and its officersthis Agreement is being relied upon, directors and affiliates, certifying as to the following matters: (i) Based on my knowledgespecifying which provision of Section 3 is applicable, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by such statements or reports; (ii) Based specifying in reasonable detail the basis for reliance on my knowledgesuch provision, the servicing information required to be provided to the Master Servicer by the Company under this Servicing Agreement has been provided to the Master Servicer; (iii) I am responsible for reviewing specifying in reasonable detail the activities performed volume of Crude Oil or Refined Products, as applicable, by which the Company under applicable Section 2 obligation should be reduced by reason of the Servicing Agreement and based upon my knowledge and the review required by this Servicing Agreementapplicable provision of Section 3, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report submitted to the Master Servicer, the Servicer has, as of the last day of the period covered by the Annual Statement of Compliance, fulfilled its obligations under this Servicing Agreement; and (iv) I have disclosed to specifying in reasonable detail the Master Servicer all significant deficiencies relating to basis for such volume reduction calculation. Each Compliance Certificate will, in addition, be accompanied by an information package containing such additional information as the Company’s compliance with parties may mutually agree before the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing Agreementdelivery thereof. (b) The Company shall indemnify and hold harmless During the Master Servicer 30-day period following expiration of the 45-day period referred to in Section 9(a), the Operating Partnership and its officersindependent public accountants will be permitted to review the accounting records of UDS and any applicable Controlled Affiliates, directors, agents any working papers of independent public accountants of UDS and affiliates from its Controlled Affiliates prepared in connection with the Compliance Certificate and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out such additional information as the Operating Partnership or its independent public accountants shall reasonably request for the purpose of or based upon a breach by the Company or any of its officers, directors, agents or affiliates of determining whether UDS has satisfied its obligations under each of Sections 2(a), 2(b) and 2(c) of this Section 6.07 or Agreement. In this connection, UDS and the negligenceOperating Partnership and their respective independent public accountants shall, bad faith or willful misconduct of the Company in connection therewith. If the indemnification provided for herein is unavailable in whole or in part for any reasonand UDS shall cause its Controlled Affiliates to, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Companycooperate with each other. (c) If, in connection with a breach the period of review and consultation provided for in Section 9(b), the Operating Partnership has reason to believe that UDS has not fulfilled its obligations under any of Sections 2(a), 2(b) or 2(c), then within 30 days following the expiration of the Company’s obligations period provided in Section 9(a), the Operating Partnership may give UDS a written notice of its disagreement (a "Notice of Disagreement"). If such Notice of Disagreement is not timely given by the Operating Partnership, UDS will not have any liability under this Section 6.07 9. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted (including by specifying which provision of Section 2 has not been satisfied), (ii) specify in reasonable detail the basis for the Operating Partnership's belief that UDS has failed to fulfill its obligations under the applicable provision of Section 2, (iii) specify the approximate dollar amount which the Operating Partnership believes would have been paid by UDS and its Controlled Affiliates to the Operating Partnership if it had complied with the applicable provision(s) of Section 2 (the "Shortfall Payment") and (iv) specify in reasonable detail, in a manner consistent with Section 9(e), the basis for such calculation. If a Notice of Disagreement is received by UDS in a timely manner, then the determination of whether UDS has fulfilled its obligations under Sections 2(a), 2(b) and 2(c) and, if it has not, the amount of the Shortfall Payment, shall become final and binding upon all parties hereto on either (i) the date the chief financial officers of UDS and the General Partnership (on behalf of the Operating Partnership) resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the Company’s negligencedate any disputed matters are finally resolved in writing by the Accounting Firm pursuant to Section 9(d), bad faith or willful misconduct in connection therewithas applicable. (kd) If a Notice of Disagreement is delivered, within 15 days thereafter, the chief financial officers of UDS and the General Partnership (on behalf of the Operating Partnership) shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences which they may have with respect to matters specified in the Notice of Disagreement. During the 30-day period following delivery of the Notice of Delivery, UDS and its independent public accountants shall have access to the working papers of the Operating Partnership relating to the Notice of Disagreement and the working papers of the Operating Partnership's independent public accountants prepared in connection with the Notice of Disagreement. If such differences are not resolved within 30 days following delivery of the Notice of Delivery, UDS and the Operating Partnership shall, within 45 days following the delivery of the Notice of Delivery, submit to a dispute resolution group of an independent public accounting firm (the "Accounting Firm") for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement, in the form of a written brief. The scope of the Accounting Firm's review shall include (i) determining whether the Compliance Certificate that is the subject of the Notice of Disagreement has been prepared in accordance with Section 10.01 9(a), (ii) determining whether UDS fulfilled it obligations under Sections 2(a), 2(b) and 2(c), (iii) if a determination is hereby modified made that UDS has not so fulfilled its obligations, determining, in a manner consistent with Section 9(e), the amount of the Shortfall Payment and (iv) allocating the responsibility for paying the fees and expenses of such Accounting Firm; provided that, except as provided in the preceding clause (iv), such review shall be limited to only those matters which remain in dispute and which were properly included in the Notice of Disagreement. The Accounting Firm shall be such nationally recognized independent public accounting firm as shall be agreed upon by adding UDS and the word “or” Operating Partnership in writing. The Accounting Firm's decision shall be accompanied by a certificate of the Accounting Firm that it reached its decision in accordance with the provisions of this Section 9(d). The parties agree to use commercially reasonably best efforts to cause the Accounting Firm to render a decision resolving the matters submitted to the Accounting Firm within 30 days following submission. The parties agree that judgment may be entered upon the determination of the Accounting Firm in the Court of _______________ of Bexar County, Texas and the United States District Court for the __________ District of Texas. The fees and expenses of the Accounting Firm shall be borne by UDS and the Operating Partnership in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the end time the determination of clause the Accounting Firm is rendered on the merits of the matters submitted. Any fees and disbursements of independent public accountants of UDS or the Operating Partnership incurred in connection with their preparation or review of the Compliance Certificate or the Notice of Disagreement shall be borne by the party retaining such independent public accountants. (ixe) thereof and inserting For purposes of this Section 9, the following amount of any Shortfall Payment for a Fiscal year shall be based on the aggregate dollar amount of tariffs or terminalling fees, as clause applicable, (x):f) If it is finally determined pursuant to this Section 9 that UDS is required to make a Shortfall Payment, UDS shall promptly make the Shortfall Payment to the Operating Partnership in immediately available funds, plus interest on the Shortfall Payment at the Prime Rate from the first day on or after the midpoint of the calendar quarter to which the Notice of Disagreement relates to the date of payment.

Annual Certification. (a) For so long as (1) the Mortgage Loans are being master serviced by the Master Servicer and (2) the Master Servicer is required by Section 302 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to provide an annual certification, by March 15th of each year, beginning with March 15, 2005 (or if not a Business Day, the immediately preceding Business Day), an officer of the Company shall execute and deliver an Officer’s Certificate to the Master Servicer for the benefit of such Master Servicer and its officers, directors and affiliates, certifying as to the following matters: (i) Based on my knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by such statements or reports; (ii) Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Company under this Servicing Agreement has been provided to the Master Servicer; (iii) I am responsible for reviewing the activities performed by the Company under the Servicing Agreement and based upon my knowledge and the review required by this Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report submitted to the Master Servicer, the Servicer has, as of the last day of the period covered by the Annual Statement of Compliance, fulfilled its obligations under this Servicing Agreement; and (iv) I have disclosed to the Master Servicer all significant deficiencies relating to the Company’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing Agreement. (b) The Company shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 or the negligence, bad faith or willful misconduct of the Company in connection therewith. If the indemnification provided for herein is unavailable in whole or in part for any reason, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Company, in connection with a breach of the Company’s obligations under this Section 6.07 or the Company’s negligence, bad faith or willful misconduct in connection therewith. (k) Section 10.01 is hereby modified by adding the word “or” at the end of clause (ix) thereof and inserting the following as clause (x):

Annual Certification. (a) For so long as (1) the Mortgage Loans are being master serviced by the Master Servicer and (2) the Master Servicer is required by Section 302 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to provide an annual certificationServicer, by March 15th February 28th of each year, beginning with March 15, 2005 year (or if not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, an officer of the Company shall execute and deliver an Officer’s 's Certificate to the Purchaser and the Master Servicer for the benefit of such the Purchaser and the Master Servicer and its their officers, directors and affiliates, certifying as to the following matters: (i) Based on my knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant’s 's Servicing Report and all servicing reports, officer’s 's certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day date of the period covered by such statements or reportsthis certification; (ii) Based on my knowledge, the The servicing information required to be provided to the Master Servicer by the Company under this Servicing Agreement has been provided to the Master Servicer; (iii) I am responsible for reviewing the activities performed by the Company under the Servicing Agreement and based upon my knowledge and the review required by this Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s 's Servicing Report submitted to the Master Servicer, the Servicer Company has, as of the last day date of the period covered by the Annual Statement of Compliance, this certification fulfilled its obligations under this Servicing Agreement; and (iv) I have disclosed to the Master Servicer all significant deficiencies relating to the Company’s 's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing Agreement. (b) The Company shall indemnify and hold harmless the Purchaser and Master Servicer and its their officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 or the negligence, bad faith or willful misconduct of the Company in connection therewith. If the indemnification provided for herein is unavailable in whole or in part for any reasoninsufficient to hold harmless the Purchaser or Master Servicer, then the Company agrees that it shall contribute to the amount paid or payable by the Purchaser or Master Servicer as a result of the losses, claims, damages or liabilities of the Purchaser or Master Servicer in such proportion as is appropriate to reflect the relative fault of the Company, Purchaser or Master Servicer on the one hand and the Company on the other in connection with a breach of the Company’s 's obligations under this Section 6.07 or the Company’s 's negligence, bad faith or willful misconduct in connection therewith. (k) Section 10.01 is hereby modified by adding the word “or” at the end of clause (ix) thereof and inserting the following as clause (x):

Annual Certification. (a) For so long as The Servicer shall and shall cause any Servicing Function Participant (1) including any Subcontractor but only to the Mortgage Loans are being master serviced by the Master Servicer and (2) the Master Servicer extent a Form 10-K is required to be filed with the Commission pursuant to this Agreement in such year) engaged by Section 302 of it to, provide to the SPerson who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to provide an annual certificationCertification (the “Certifying Person”), by March 15th 15 of each yearyear in which the Trust is subject to the reporting requirements of the Exchange Act, beginning with March 15a certification (each, 2005 (or if not a Business Day“Back-Up Certification”), in the form attached hereto as Exhibit C, upon which the Certifying Person, the immediately preceding Business Day)entity for which the Certifying Person acts as an officer, an officer of the Company shall execute and deliver an Officersuch entity’s Certificate to the Master Servicer for the benefit of such Master Servicer and its officers, directors and affiliatesAffiliates (collectively with the Certifying Person, certifying as to the following matters: (i“Certification Parties”) Based on my knowledge, the information in the Annual Statement can reasonably rely. The officer of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light charge of the circumstances under which such statements were made, not misleading master servicing function shall serve as the Certifying Person on behalf of the last day Trust. In the event the Servicer or any Servicing Function Participant engaged by it is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.20 with respect to the period covered by such statements of time it was subject to this Agreement or reports; (ii) Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Company under this Servicing Agreement has been provided to the Master Servicer; (iii) I am responsible for reviewing the activities performed by the Company under the Servicing Agreement and based upon my knowledge and the review required by this any applicable Sub-Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report submitted to the Master Servicer, the Servicer has, as of the last day of the period covered by the Annual Statement of Compliance, fulfilled its obligations under this Servicing Agreement; and (iv) I have disclosed to the Master Servicer all significant deficiencies relating to the Company’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing Agreementcase may be. (b) The Company Servicer shall indemnify and hold harmless the Master Servicer Servicer, the Securities Administrator, the Trustee, the Depositor and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 3.20 or the Servicer’s negligence, bad faith or willful misconduct of the Company in connection therewith. Such indemnity shall survive the termination or resignation of the parties hereto or the termination of this Agreement. If the indemnification provided for herein is unavailable in whole or in part for any reasoninsufficient to hold harmless the Master Servicer, the Securities Administrator, the Trustee and the Depositor, then the Company Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer Servicer, the Securities Administrator, the Trustee and the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer Servicer, the Securities Administrator, the Trustee and the Depositor in such proportion as is appropriate to reflect the relative fault of the CompanyMaster Servicer, the Securities Administrator, the Trustee and the Depositor on the one hand and the Servicer on the other in connection with a breach of the CompanyServicer’s obligations under this Section 6.07 or the Company’s negligence, bad faith or willful misconduct in connection therewith3.20. (kc) Section 10.01 The Servicer shall provide to the Master Servicer prompt notice of the occurrence of any of the following: (i) any Servicer Event of Default under the terms of this Agreement, any merger, consolidation or sale of substantially all of the assets of Servicer, Servicer’s engagement of any Sub-Servicer to perform or assist in the performance of any of such Servicer’s obligations under this Agreement, any material litigation involving Servicer that is hereby modified by adding material to the word “or” at Certificateholders, and to the end extent disclosure is required under Regulation AB, any affiliation or other significant relationship between Servicer and the Sponsor, the Depositor, the Master Servicer, the Securities Administrator, the Trustee, the Custodians and the Swap Provider. (ii) If the Servicer has knowledge of the occurrence of any of the events described in this clause (ix) thereof and inserting ii), then no later than ten days prior to the deadline for the filing of any Distribution Report on Form 10-D in respect of the Trust, the Servicer shall provide to the Master Servicer notice of the occurrence of any of the following events along with all information, data, and materials related thereto as clause may be required to be included in the related Distribution Report on Form 10-D (xas specified in the provisions of Regulation AB referenced below): (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) any material pool asset changes (such as, additions, substitutions or repurchases) relating to the Mortgage Loans serviced by the Servicer (Item 1121(a)(14) of Regulation AB). (d) The Servicer shall provide to the Securities Administrator and Master Servicer such additional information as the Master Servicer and Securities Administrator may reasonably request, including evidence of the authorization of the person signing any certification or statement, financial information and reports and of the fidelity bond and errors and omissions insurance policy required to be maintained by the Servicer pursuant to this Agreement, and such other information related to the Servicer or its performance hereunder.

Annual Certification. (a) For so long as The Servicer shall and shall cause any Servicing Function Participant (1) including any Subcontractor but only to the Mortgage Loans are being master serviced by the Master Servicer and (2) the Master Servicer extent a Form 10-K is required to be filed with the Commission pursuant to this Agreement in such year) engaged by Section 302 of it to, provide to the SPerson who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to provide an annual certificationCertification (the “Certifying Person”), by March 15th 15 of each yearyear in which the Trust is subject to the reporting requirements of the Exchange Act, beginning with March 15a certification (each, 2005 (or if not a Business Day“Back-Up Certification”), in the form attached hereto as Exhibit C, upon which the Certifying Person, the immediately preceding Business Day)entity for which the Certifying Person acts as an officer, an officer of the Company shall execute and deliver an Officersuch entity’s Certificate to the Master Servicer for the benefit of such Master Servicer and its officers, directors and affiliatesAffiliates (collectively with the Certifying Person, certifying as to the following matters: (i“Certification Parties”) Based on my knowledge, the information in the Annual Statement can reasonably rely. The officer of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light charge of the circumstances under which such statements were made, not misleading master servicing function shall serve as the Certifying Person on behalf of the last day Trust. In the event the Servicer or any Servicing Function Participant engaged by it is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.20 with respect to the period covered by such statements of time it was subject to this Agreement or reports; (ii) Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Company under this Servicing Agreement has been provided to the Master Servicer; (iii) I am responsible for reviewing the activities performed by the Company under the Servicing Agreement and based upon my knowledge and the review required by this any applicable Sub-Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report submitted to the Master Servicer, the Servicer has, as of the last day of the period covered by the Annual Statement of Compliance, fulfilled its obligations under this Servicing Agreement; and (iv) I have disclosed to the Master Servicer all significant deficiencies relating to the Company’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing Agreementcase may be. (b) The Company Servicer shall indemnify and hold harmless the Master Servicer Servicer, the Securities Administrator, the Trustee, the Depositor and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 3.20 or the Servicer’s negligence, bad faith or willful misconduct of the Company in connection therewith. Such indemnity shall survive the termination or resignation of the parties hereto or the termination of this Agreement. If the indemnification provided for herein is unavailable in whole or in part for any reasoninsufficient to hold harmless the Master Servicer, the Securities Administrator, the Trustee and the Depositor, then the Company Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer Servicer, the Securities Administrator, the Trustee and the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer Servicer, the Securities Administrator, the Trustee and the Depositor in such proportion as is appropriate to reflect the relative fault of the CompanyMaster Servicer, the Securities Administrator, the Trustee and the Depositor on the one hand and the Servicer on the other in connection with a breach of the CompanyServicer’s obligations under this Section 6.07 or the Company’s negligence, bad faith or willful misconduct in connection therewith3.20. (kc) Section 10.01 The Servicer shall provide to the Master Servicer prompt notice of the occurrence of any of the following: (i) any Servicer Event of Default under the terms of this Agreement, any merger, consolidation or sale of substantially all of the assets of Servicer, Servicer’s engagement of any Sub-Servicer to perform or assist in the performance of any of such Servicer’s obligations under this Agreement, any material litigation involving the Servicer that is hereby modified by adding material to the word “or” at Certificateholders, and to the end extent disclosure is required under Regulation AB, any affiliation or other significant relationship between the Servicer and the Sponsor, the Depositor, the Master Servicer, the Securities Administrator, the Trustee, the Custodians and the Swap Provider. (ii) If the Servicer has knowledge of the occurrence of any of the events described in this clause (ix) thereof and inserting ii), then no later than ten days prior to the deadline for the filing of any Distribution Report on Form 10-D in respect of the Trust, the Servicer shall provide to the Master Servicer notice of the occurrence of any of the following events along with all information, data, and materials related thereto as clause may be required to be included in the related Distribution Report on Form 10-D (xas specified in the provisions of Regulation AB referenced below): (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) any material pool asset changes (such as, additions, substitutions or repurchases) relating to the Mortgage Loans serviced by the Servicer (Item 1121(a)(14) of Regulation AB). (d) The Servicer shall provide to the Securities Administrator and the Master Servicer such additional information as the Master Servicer and the Securities Administrator may reasonably request, including evidence of the authorization of the person signing any certification or statement, financial information and reports and of the fidelity bond and errors and omissions insurance policy required to be maintained by the Servicer pursuant to this Agreement, and such other information related to the Servicer or its performance hereunder.

Annual Certification. (a) For so long as (1) the Mortgage Loans are being master serviced by Each Servicer shall deliver to the Master Servicer and (2) the Master Servicer is required by Section 302 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 to provide an annual certificationServicer, by on or before March 15th with respect to Ocwen and Option One, and on or before March 1st with respect to SPS, of each yearcalendar year beginning in 2006 (or, beginning with March 15, 2005 (or if any such day is not a Business Day, the immediately preceding Business Day), an officer of the Company shall execute and deliver an Officer’s Certificate to ) or such alternative date reasonably specified by the Master Servicer for the benefit of such Master Servicer and its officers, directors and affiliates, certifying as which shall occur not later than 15 days prior to the following matters: (i) Based on my knowledgedate any Form 10-K is required to be filed with the Commission in connection with the transactions contemplated by this Agreement, the information a certification in the Annual Statement form attached hereto as Exhibit C. Such certification shall be signed by the senior officer in charge of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the related Servicer. In addition, each Servicer shall provide such other information with respect to the Mortgage Loans submitted and the servicing and administration thereof within the control of the related Servicer which shall be required to enable the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make comply with the statements made, in light reporting requirements of the circumstances under which such statements were made, not misleading as Securities and Exchange Act of the last day of the period covered by such statements or reports; (ii) Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Company under this Servicing Agreement has been provided to the Master Servicer; (iii) I am responsible for reviewing the activities performed by the Company under the Servicing Agreement and based upon my knowledge and the review required by this Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report submitted to the Master Servicer, the Servicer has1934, as of the last day of the period covered by the Annual Statement of Complianceamended, fulfilled its obligations under this Servicing Agreement; and (iv) I have disclosed pursuant to the Master Servicer all significant deficiencies relating to the Company’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing AgreementSection 5.06 hereof. (b) The Company related Servicer shall indemnify and hold harmless the Master Servicer Servicer, the Securities Administrator, the Trustee, the Depositor and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company related Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 3.19 or the related Servicer's negligence, bad faith or willful misconduct of the Company in connection therewith. Such indemnity shall survive the termination or resignation of the parties hereto or the termination of this Agreement. If the indemnification provided for herein is unavailable in whole or in part for any reasoninsufficient to hold harmless the Master Servicer, the Securities Administrator, the Trustee and the Depositor, then the Company related Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer Servicer, the Securities Administrator, the Trustee and the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer Servicer, the Securities Administrator, the Trustee and the Depositor in such proportion as is appropriate to reflect the relative fault of the CompanyMaster Servicer, the Securities Administrator, the Trustee and the Depositor on the one hand and the related Servicer on the other in connection with a breach of the Company’s related Servicer's obligations under this Section 6.07 or the Company’s negligence, bad faith or willful misconduct in connection therewith3.19. (k) Section 10.01 is hereby modified by adding the word “or” at the end of clause (ix) thereof and inserting the following as clause (x):