Common use of Compensating Interest Clause in Contracts

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “Purchaser” in the first line thereof with the words “Trust Fund, the Trustee, the Depositor and the Master Servicer;” (ii) by replacing the word “Purchaser” in the third line and seventh line thereof with the words “Trustee, the Depositor, the Trust Fund or the Master Servicer.” (iii) by adding the following at the end of the first sentence thereof: “(including, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)” (iv) by replacing the word “Purchaser” in the eighth line thereof with the words “Trustee, the Depositor, Trust Fund and the Master Servicer, which consent shall not be unreasonably withheld;” (v) by replacing the word “Purchaser” in the tenth line thereof with “the Master Servicer, the Trustee, the Depositor or Trust Fund;” and (vi) by replacing the word “Purchaser” in the last sentence thereof with “Trust Fund.” Section 8.02 (Merger or Consolidation of the Company) is hereby amended and by adding the words “,with the prior written consent of the Trustee and the Master Servicer,” between the words “shall” and “be” in the third line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and seventh lines of the third paragraph thereof with “Master Servicer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the Trustee.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer and the Rating Agencies; and

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 9.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “Purchaser” in the first line thereof with the words “Trust Fund, the Trustee, the Depositor and the Master Servicer;” (ii) by replacing the word “Purchaser” in the third fourth line and seventh sixth line thereof with the words “Trustee, the Depositor, the Trust Fund or the Master Servicer.;” (iii) by adding the following at after the end of the first sentence thereof: “(includingIn addition, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or Company shall indemnify the Sarbanes Certifying Party for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)”. The Company shall enter into a separate indemnification agreement, mutually acceptable to the Company and the NIMS Insurer, covering the same indemnities provided for in this Section 9.01 with the NIMS Insurer once it is identified. (iv) by replacing the word “Purchaser” in the eighth seventh line thereof with “the Master Servicer, the NIMS Insurer, the Trustee, the Depositor or Trust Fund;” and (v) by replacing the word “Purchaser” in the eleventh line thereof with the words “Trustee, the Depositor, Trust Fund and the Master Servicer, which consent shall not be unreasonably withheld;” (v) by replacing withheld or delayed, provided, however, the word “Purchaser” in Company shall not be liable for any damages, costs, or expenses, incurred due to the tenth line thereof with “Trustee’s, the Depsoitor’s, Trust Fund’s or the Master Servicer, ’s failure to timely provide a response to the Trustee, the Depositor or Trust Fund;” Servicer’s request for consent.”; and (vi) by replacing the word “Purchaser” in the last sentence thereof with “Trust Fund.” Section 8.02 (Merger or Consolidation of the Company) is hereby amended and by adding the words “,with the prior written consent of the Trustee and the Master Servicer,” between the words “shall” and “be” in the third line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and seventh lines of the third paragraph thereof with “Master Servicer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the Trustee.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer and the Rating Agencies; and

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s 's own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “"Purchaser” " in the first line thereof with the words “"Trust Fund, the Trustee, the Depositor NIMS Insurer and the Master Servicer;” (ii) "; by replacing the word “"Purchaser” " in the third line and sixth line thereof with the words "Trustee, the Trust Fund, the NIMS Insurer or Master Servicer"; by changing the word "Purchaser" in the seventh line thereof with the words “"Trustee, the DepositorTrust Fund, the Trust Fund or the Master Servicer.” (iii) by adding the following at the end of the first sentence thereof: “(including, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)” (iv) by replacing the word “Purchaser” in the eighth line thereof with the words “Trustee, the Depositor, Trust Fund NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;” (v) " by replacing changing the word “"Purchaser” " in the tenth line thereof with “to "the Master Servicer, the TrusteeNIMS Insurer, the Depositor Trustee or Trust Fund;” and (vi) "; and by replacing changing the word “"Purchaser” " in the last sentence thereof with “of such Section to "Trust Fund.” Section 8.02 (Merger or Consolidation of the Company) is hereby amended and by adding the words “,with the prior written consent of the Trustee and the Master Servicer,” between the words “shall” and “be” in the third line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and seventh lines of the third paragraph thereof with “Master Servicer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the Trustee.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer and the Rating Agencies; and"

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “Purchaser” in the first line thereof with the words “Trust Fund, the Trustee, the Depositor Depositor, the NIMS Insurer and the Master Servicer;” (ii) by replacing the word “Purchaser” in the third line and seventh line thereof with the words “Trustee, the Depositor, the Trust Fund Fund, the NIMS Insurer or the Master Servicer.” (iii) by adding the following at the end of the first sentence thereof: “(including, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)” (iv) by replacing the word “Purchaser” in the eighth line thereof with the words “Trustee, the Depositor, Trust Fund Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;” (v) by replacing the word “Purchaser” in the tenth line thereof with “the Master Servicer, the NIMS Insurer, the Trustee, the Depositor or Trust Fund;” and (vi) by replacing the word “Purchaser” in the last sentence thereof with “Trust Fund.” Section 8.02 (Merger or Consolidation of the Company) is hereby amended and by adding the words “,with the prior written consent of the Trustee and the Master Servicer,” between the words “shall” and “be” in the third line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and seventh lines of the third paragraph thereof with “Master Servicer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the Trustee.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer and the Rating Agencies; and

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “Purchaser” in the first line thereof with the words “Trust Fund, the Trustee, the Depositor Depositor, the NIMS Insurer and the Master Servicer;” (ii) by replacing the word “Purchaser” in the third line and seventh sixth line thereof with the words “Trustee, the Depositor, the Trust Fund Fund, the NIMS Insurer or the Master Servicer.;” (iii) by adding the following at the end of the first sentence thereof: “(including, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)” (iv) by replacing the word “Purchaser” in the eighth seventh line thereof with the words “Trustee, the Depositor, Trust Fund Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;” (v) by replacing the word “Purchaser” in the tenth line thereof with “the Master Servicer, the NIMS Insurer, the Trustee, the Depositor or Trust Fund;” and (vi) by replacing the word “Purchaser” in the last sentence thereof with “Trust Fund.” Section 8.02 (Merger or Consolidation of the Company) is hereby amended and by adding the words “,with the prior written consent of the Trustee and the Master Servicer,” between the words “shall” and “be” in the third line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and seventh lines of the third paragraph thereof with “Master Servicer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the Trustee.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer and the Rating Agencies; and

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “Purchaser” in the first line thereof with the words “Trust Fund, the Trustee, the Depositor Depositor, the NIMS Insurer and the Master Servicer”;” (ii) by replacing the word “Purchaser” in the third line and seventh sixth line thereof with the words “Trustee, the Depositor, the Trust Fund Fund, the NIMS Insurer or the Master Servicer.”; (iii) by adding the following at the end of the first sentence thereof: “(including, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)” (iv) by replacing the word “Purchaser” in the eighth seventh line thereof with the words “Trustee, the Depositor, Trust Fund Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld”;” (v) by replacing the word “Purchaser” in the tenth line thereof with “the Master Servicer, the NIMS Insurer, the Trustee, the Depositor or Trust Fund;” ”; and (vi) by replacing the word “Purchaser” in the last sentence thereof with “Trust Fund.” Section 8.02 (Merger or Consolidation of the Company) is hereby amended and by adding the words “,with the prior written consent of the Trustee and the Master Servicer,” between the words “shall” and “be” in the third line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and seventh lines of the third paragraph thereof with “Master Servicer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the Trustee.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer and the Rating Agencies; and

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “Purchaser” in the first line thereof with the words “Trust Fund, the Trustee, the Depositor Depositor, the NIMS Insurer and the Master Servicer;” (ii) by replacing the word “Purchaser” in the third line and seventh line thereof with the words “Trustee, the Depositor, the Trust Fund Fund, the NIMS Insurer or the Master Servicer.” (iii) by adding the following at the end of the first sentence thereof: “(including, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)” (iv) by replacing the word “Purchaser” in the eighth line thereof with the words “Trustee, the Depositor, Trust Fund Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;” (v) by replacing the word “Purchaser” in the tenth line thereof with “the Master Servicer, the NIMS Insurer, the Trustee, the Depositor or Trust Fund;” and (vi) by replacing the word “Purchaser” in the last sentence thereof with “Trust Fund.” Section 8.02 (Merger or Consolidation of the Company) is hereby amended and as follows: (i) by adding the words “,with the prior written consent of the Trustee Trustee, the Master Servicer and the Master ServicerNIMS Insurer,” between the words “shall” and “be” in the third line of the second paragraph thereof; and (ii) by adding the words “is acceptable to the NIMS Insurer and” between the words “which” and “is” in the seventh line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee Trustee, the NIMS Insurer or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer Servicer, the NIMS Insurer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and seventh lines of the third paragraph thereof with “Master ServicerServicer or the NIMS Insurer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the TrusteeTrustee and the NIMS Insurer.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer Servicer, the NIMS Insurer and the Rating Agencies; and

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “Purchaser” in the first line thereof with the words “Trust Fund, the Trustee, the Depositor Depositor, the NIMS Insurer and the Master Servicer;” (ii) ; by replacing the word “Purchaser” in the third line and seventh sixth line thereof with the words “Trustee, the Depositor, the Trust Fund Fund, the NIMS Insurer or the Master Servicer.” (iii) ; by adding inserting the following at the end of the first sentence thereofsentence: “(including, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)” (iv) ; by replacing changing the word “Purchaser” in the eighth seventh line thereof with the words “Trustee, the Depositor, Trust Fund Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;” (v) ” by replacing changing the word “Purchaser” in the tenth line thereof with to “the Master Servicer, the NIMS Insurer, the Trustee, the Depositor or Trust Fund;” and (vi) ”; and by replacing changing the word “Purchaser” in the last sentence thereof with “Trust Fund.” of such Section 8.02 (Merger or Consolidation of the Company) is hereby amended and by adding the words “,with the prior written consent of the Trustee and the Master Servicer,” between the words “shall” and “be” in the third line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and seventh lines of the third paragraph thereof with “Master Servicer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the Trustee.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer and the Rating Agencies; and

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “Purchaser” in the first line thereof with the words “Trust Fund, the Trustee, the Depositor Depositor, the NIMS Insurer and the Master Servicer;” (ii) by replacing the word “Purchaser” in the third line and seventh line thereof with the words “Trustee, the Depositor, the Trust Fund Fund, the NIMS Insurer or the Master Servicer.” (iii) by adding the following at the end of the first sentence thereof: “(including, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)” (iv) by replacing the word “Purchaser” in the eighth line thereof with the words “Trustee, the Depositor, Trust Fund Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;” (v) by replacing the word “Purchaser” in the tenth line thereof with “the Master Servicer, the NIMS Insurer, the Trustee, the Depositor or Trust Fund;” and (vi) by replacing the word “Purchaser” in the last sentence thereof with “Trust Fund.” Section 8.02 (Merger or Consolidation of the Company) is hereby amended and as follows: (i) by adding the words “,with the prior written consent of the Trustee Trustee, the Master Servicer and the Master ServicerNIMS Insurer,” between the words “shall” and “be” in the third line of the second paragraph thereof; and (ii) by adding the words “is acceptable to the NIMS Insurer and” between the words “which” and “is” in the seventh line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee Trustee, the NIMS Insurer or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) : by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer Servicer, the NIMS Insurer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and seventh lines of the third paragraph thereof with “Master Servicer58.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the TrusteeTrustee and the NIMS Insurer.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer Servicer, the NIMS Insurer and the Rating Agencies; and

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “Purchaser” in the first line thereof with the words “Trust Fund, the Trustee, the Depositor and the Master Servicer;” (ii) by replacing the word “Purchaser” in the third line and seventh sixth line thereof with the words “Trustee, the Depositor, the Trust Fund or the Master Servicer.;” (iii) by adding the following at the end of the first sentence thereof: “(including, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)” (iv) by replacing the word “Purchaser” in the eighth seventh line thereof with the words “Trustee, the Depositor, Trust Fund and the Master Servicer, which consent shall not be unreasonably withheld;” (v) by replacing the word “Purchaser” in the tenth line thereof with “the Master Servicer, the Trustee, the Depositor or Trust Fund;” and (vi) by replacing the word “Purchaser” in the last sentence thereof with “Trust Fund.” Section 8.02 (Merger or Consolidation of the Company) is hereby amended and by adding the words “,with the prior written consent of the Trustee and the Master Servicer,” between the words “shall” and “be” in the third line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and seventh lines of the third paragraph thereof with “Master Servicer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the Trustee.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer and the Rating Agencies; and

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. 56. Section 8.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “Purchaser” in the first line thereof with the words “Trust FundIssuer, the Indenture Trustee, the Depositor and the Master Servicer;” (ii) by replacing the word “Purchaser” in the third line and seventh sixth line thereof with the words “Indenture Trustee, the Depositor, the Trust Fund Issuer or the Master Servicer.;” (iii) by adding the following at the end of the first sentence thereof: “(including, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)” (iv) by replacing the word “Purchaser” in the eighth seventh line thereof with the words “Indenture Trustee, the Depositor, Trust Fund Issuer and the Master Servicer, which consent shall not be unreasonably withheld;” (v) by replacing the word “Purchaser” in the tenth line thereof with “the Master Servicer, the Indenture Trustee, the Depositor or Trust Fundthe Issuer;” and (vi) by replacing the word “Purchaser” in the last sentence thereof with “Trust FundIssuer.” 57. Section 8.02 (Merger or Consolidation of the Company) is hereby amended and by adding the words “,with the prior written consent of the Indenture Trustee and the Master Servicer,” between the words “shall” and “be” in the third line of the second paragraph thereof.; and 58. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust FundIssuer, the Indenture Trustee or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust FundIssuer.” 59. Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer and the Indenture Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and seventh lines line of the third paragraph thereof with “Master Servicer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” 60. Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. 61. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the Indenture Trustee.” 62. Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Indenture Trustee in writing, provided such termination is also acceptable to the Master Servicer and the Rating Agencies; and

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “Purchaser” in the first line thereof with the words “Trust Fund, the Trustee, the Depositor Depositor, the NIMS Insurer and the Master Servicer;” (ii) by replacing the word “Purchaser” in the third line and seventh line thereof with the words “Trustee, the Depositor, the Trust Fund Fund, the NIMS Insurer or the Master Servicer.” (iii) by adding the following at the end of the first sentence thereof: “(including, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)” (iv) by replacing the word “Purchaser” in the eighth line thereof with the words “Trustee, the Depositor, Trust Fund Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;” (v) by replacing the word “Purchaser” in the tenth line thereof with “the Master Servicer, the NIMS Insurer, the Trustee, the Depositor or Trust Fund;” and (vi) by replacing the word “Purchaser” in the last sentence thereof with “Trust Fund.” Section 8.02 (Merger or Consolidation of the Company) is hereby amended and as follows: (i) by adding the words “,with the prior written consent of the Trustee Trustee, the Master Servicer and the Master ServicerNIMS Insurer,” between the words “shall” and “be” in the third line of the second paragraph thereof; and (ii) by adding the words “is acceptable to the NIMS Insurer and” between the words “which” and “is” in the seventh line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee Trustee, the NIMS Insurer or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer Servicer, the NIMS Insurer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth fourth and seventh sixth lines of the third paragraph thereof with “Master ServicerServicer or the NIMS Insurer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the TrusteeTrustee and the NIMS Insurer.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer Servicer, the NIMS Insurer and the Rating Agencies; and

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “Purchaser” in the first line thereof with the words “Trust Fund, the Trustee, the Depositor and the Master Servicer;” (ii) by replacing the word “Purchaser” in the third line and seventh sixth line thereof with the words “Trustee, the Depositor, the Trust Fund or the Master Servicer.” (iii) by adding the following at the end of the first sentence thereof: “(including, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)” (iv) by replacing the word “Purchaser” in the eighth seventh line thereof with the words “Trustee, the Depositor, Trust Fund and the Master Servicer, which consent shall not be unreasonably withheld;” (v) by replacing the word “Purchaser” in the tenth line thereof with “the Master Servicer, the Trustee, the Depositor or Trust Fund;” and (vi) by replacing the word “Purchaser” in the last sentence thereof with “Trust Fund.” Section 8.02 (Merger or Consolidation of the Company) is hereby amended and by adding the words “,with the prior written consent of the Trustee and the Master Servicer,” between the words “shall” and “be” in the third line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth fourth and seventh sixth lines of the third paragraph thereof with “Master Servicer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit JG”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the Trustee.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer and the Rating Agencies; and

Compensating Interest. Not later than the Determination Date, the Servicer shall remit to the Trustee for deposit to the Collection Account an amount equal to the lesser of (A) the aggregate of the Prepayment Interest Shortfalls for the related Distribution Date resulting from Principal Prepayments during the related Due Period and (B)its aggregate Servicing Fee received in the related Due Period. The Servicer shall deposit not have the right to reimbursement for any amounts deposited to the Collection Account pursuant to this Section 5.02. (a) Not later than 12:00 noon, California time, on the fifth Business Day prior to each Distribution Date, the Servicer shall deliver to the Trustee by electronic modem a computer file containing the information called for by clauses (i) through (xxi) below as of the end of the preceding Due Period and such other information as the Trustee shall reasonably require. Not later than 12:00 noon, California time, on each Determination Date, the Trustee shall deliver to the Servicer and the Seller by telecopy, with a hard copy thereof to be delivered on the succeeding Distribution Date, a confirmation of the items in clause (i) below. Not later than one Business Day prior to each Distribution Date the Custodial Account on Trustee shall deliver a daily basis, and retain therein statement (the "Trustee's Remittance Report") containing the information set forth below with respect to each Principal Prepaymentsuch Distribution Date, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit which information shall be made from based upon the Servicer’s own funds, information furnished by the Servicer upon which the Trustee shall conclusively rely without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 (Indemnification; Third Party Claims) is amended as followsindependent verification or calculation thereof: (i) by replacing The Available Funds for each Certificate Group and each Class's Certificate Rate for the word “Purchaser” in the first line thereof with the words “Trust Fund, the Trustee, the Depositor and the Master Servicerrelated Distribution Date;” (ii) by replacing the word “Purchaser” in aggregate amount of the third line and seventh line thereof with the words “Trustee, the Depositor, the Trust Fund or the Master Servicer.”distribution to each Class of Certificates on such Distribution Date; (iii) by adding the following amount of the distribution set forth in paragraph (i) above in respect of interest and the amount thereof in respect of any Class Interest Carryover Shortfall, and the amount of any Class Interest Carryover Shortfall remaining; (iv) the amount of the distribution set forth in paragraph (i) above in respect of principal and the amount thereof in respect of the Class Principal Carryover Shortfall, and any remaining Class Principal Carryover Shortfall; (v) the amount of Excess Interest for each Loan Group paid as principal; (vi) the Servicing Fee; (vii) the Loan Group Balance of each Loan Group and the Pool Balance, in each case as of the close of business on the last day of the preceding Due Period; (viii) the Class Principal Balance of each Class of Certificates after giving effect to payments allocated to principal above; (ix) each Overcollateralization Amount and each Required Overcollateralization Amount as of the close of business on the Distribution Date, after giving effect to distributions of principal on such Distribution Date; (x) for each Certificate Group, whether a Trigger Event has occurred and is continuing; (xi) The number and Principal Balances of all Mortgage Loans in each Loan Group that were the subject of Principal Prepayments during the Due Period; (xii) The amount of all Curtailments in each Loan Group that were received during the Due Period; (xiii) The principal portion of all Monthly Payments in each Loan Group received during the Due Period; (xiv) The interest portion of all Monthly Payments in each Loan Group received on the Mortgage Loans during the Due Period; (xv) For each Certificate Group, the amount of the Monthly Advances and the Compensating Interest payment to be made on the Determination Date; (xvi) The amount to be distributed to the Class R Certificateholders for the Distribution Date; (xvii) The weighted average remaining term to maturity of the Mortgage Loans in each Loan Group and the weighted average Loan Rate; (xviii) The amount of all payments or reimbursements to the Servicer pursuant to Sections 3.03(ii) and (vi); (xix) The number of Mortgage Loans in each Loan Group outstanding at the beginning and at the end of the first sentence thereof: “(including, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)” (iv) by replacing the word “Purchaser” in the eighth line thereof with the words “Trustee, the Depositor, Trust Fund and the Master Servicer, which consent shall not be unreasonably withheld;” (v) by replacing the word “Purchaser” in the tenth line thereof with “the Master Servicer, the Trustee, the Depositor or Trust Fund;” and (vi) by replacing the word “Purchaser” in the last sentence thereof with “Trust Fund.” Section 8.02 (Merger or Consolidation of the Company) is hereby amended and by adding the words “,with the prior written consent of the Trustee and the Master Servicer,” between the words “shall” and “be” in the third line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and seventh lines of the third paragraph thereof with “Master Servicer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereofrelated Due Period; (iiixx) by adding For each Certificate Group, the words “within amount of Liquidation Loan Losses experienced during the applicable cure period” after preceding Due Period and the word “remedied” in Loan Losses and the first line Cumulative Net Losses as a percentage of the second paragraph thereofCut-Off Date Pool Balance; (ivxxi) by replacing the word “Upon” in the first line For each Loan Group, as of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence preceding calendar month, the number and Principal Balance of Mortgage Loans which are 30-59 days delinquent; the number and Principal Balance of Mortgage Loans which are 60-89 days delinquent; the number and Principal Balance of Mortgage Loans which are 90-119 days delinquent; the number and Principal Balance of Mortgage Loans which are more than 120 days delinquent; the number and Principal Balance of Mortgage Loans which are in foreclosure; and the number and Principal Balance of Mortgage Loans which are REO Property; and (xxii) For each Certificate Group the calculation of the third paragraph thereof: ; provided, howeverTrigger Event and the Subordination Trigger Event. The Trustee shall forward such report to the Servicer, the Seller, the Certificateholders, the Rating Agencies, Bloomberg (at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇) and Intex Solutions (at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) on the Distribution Date. The Trustee may fully rely upon and shall have no liability with respect to information provided by the Servicer. The Servicer shall calculate all items in clauses (i) - (xxii) above. To the extent that there are inconsistencies between the telecopy of the Trustee's Remittance Report and the hard copy thereof, the Servicer may rely upon the latter. In the case of information furnished pursuant to subclauses (ii), (iii), (iv) and (vi) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the related Cut-Off Date. (b) Within a reasonable period of time after the end of each calendar year, the Trustee shall furnish to each Person who at any time during the calendar year was a Holder of a Regular Certificate, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information set forth in subclauses (iii) and (iv) above, aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Master Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished by the Trustee to Certificateholders pursuant to any requirements of the Code as are in force from time to time. (c) On each Distribution Date, the Trustee shall forward to the Class R Certificateholders a copy of the reports forwarded to the Holders of the Regular Certificates in respect of such Distribution Date and a statement setting forth the amounts actually distributed to the Class R Certificateholders on such Distribution Date together with such other information as the Trustee deems necessary or appropriate. (d) Within a reasonable period of time after the end of each calendar year, the Trustee shall deliver to each Person who at any time during the calendar year was a Class R Certificateholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Class R Certificateholder. Such obligation of the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished to Certificateholders by the Trustee pursuant to any requirements of the Code as from time to time in force. (e) The Servicer and the Trustee shall furnish to each Certificateholder (if requested in writing), during the term of this Agreement, such periodic, special or other successor servicer to make Monthly Advances reports or information, whether or not made by the defaulting Servicer provided for herein, as shall be effective immediately upon receipt necessary, reasonable or appropriate with respect to the Certificateholder or otherwise with respect to the purposes of this Agreement, all such notice reports or information to be provided by and in accordance with such applicable instructions and directions (if requested in writing) as the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the Trustee.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of Certificateholder may reasonably require; provided that the Servicer and the Trustee shall be entitled to be reimbursed by such Certificateholder for their respective fees and actual expenses associated with providing such reports, if such reports are not generally produced in writingthe ordinary course of their respective businesses or readily obtainable. (f) Reports and computer diskettes or files furnished by the Servicer pursuant to this Agreement shall be deemed confidential and of a proprietary nature, provided such termination is also acceptable and shall not be copied or distributed except to the Master Servicer and extent required by law or to the Rating Agencies; and. No Person entitled to receive copies of such reports or diskettes or files or lists of Certificateholders shall use the information therein for the purpose of soliciting the customers of the Seller or for any other purpose except as set forth in this Agreement.

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “Purchaser” in the first line thereof with the words “Trust Fund, the Trustee, the Depositor Depositor, the NIMS Insurer and the Master Servicer;” (ii) by replacing the word “Purchaser” in the third line and seventh line thereof with the words “Trustee, the Depositor, the Trust Fund Fund, the NIMS Insurer or the Master Servicer.” (iii) by adding the following at the end of the first sentence thereof: “(including, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)” (iv) by replacing the word “Purchaser” in the eighth line thereof with the words “Trustee, the Depositor, Trust Fund Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;” (v) by replacing the word “Purchaser” in the tenth line thereof with “the Master Servicer, the NIMS Insurer, the Trustee, the Depositor or Trust Fund;” and (vi) by replacing the word “Purchaser” in the last sentence thereof with “Trust Fund.” Section 8.02 (Merger or Consolidation of the Company) is hereby amended and as follows: (i) by adding the words “,with the prior written consent of the Trustee Trustee, the Master Servicer and the Master ServicerNIMS Insurer,” between the words “shall” and “be” in the third line of the second paragraph thereof; and (ii) by adding the words “is acceptable to the NIMS Insurer and” between the words “which” and “is” in the seventh line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee Trustee, the NIMS Insurer or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer Servicer, the NIMS Insurer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and seventh sixth lines of the third paragraph thereof with “Master ServicerServicer or the NIMS Insurer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the TrusteeTrustee and the NIMS Insurer.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer Servicer, the NIMS Insurer and the Rating Agencies; and

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “Purchaser” in the first line thereof with the words “Trust FundIssuer, the Indenture Trustee, the Depositor and the Master Servicer;” (ii) by replacing the word “Purchaser” in the third line and seventh sixth line thereof with the words “Indenture Trustee, the Depositor, the Trust Fund Issuer or the Master Servicer.;” (iii) by adding the following at the end of the first sentence thereof: “(including, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)” (iv) by replacing the word “Purchaser” in the eighth seventh line thereof with the words “Indenture Trustee, the Depositor, Trust Fund Issuer and the Master Servicer, which consent shall not be unreasonably withheld;” (v) by replacing the word “Purchaser” in the tenth line thereof with “the Master Servicer, the Indenture Trustee, the Depositor or Trust Fundthe Issuer;” and (vi) by replacing the word “Purchaser” in the last sentence thereof with “Trust FundIssuer.” Section 8.02 (Merger or Consolidation of the Company) is hereby amended and by adding the words “,with the prior written consent of the Trustee and the Master Servicer,” between the words “shall” and “be” in the third line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and seventh lines of the third paragraph thereof with “Master Servicer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the Trustee.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer and the Rating Agencies; and

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “Purchaser” in the first line thereof with the words “Trust Fund, the Trustee, the Depositor Depositor, the NIMS Insurer and the Master Servicer;” (ii) by replacing the word “Purchaser” in the third line and seventh line thereof with the words “Trustee, the Depositor, the Trust Fund Fund, the NIMS Insurer or the Master Servicer.;” (iii) by adding the following at the end of the first sentence thereof: “(including, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)” (iv) by replacing the word “Purchaser” in the eighth line thereof with the words “Trustee, the Depositor, Trust Fund Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;” (v) by replacing the word “Purchaser” in the tenth line thereof with “the Master Servicer, the NIMS Insurer, the Trustee, the Depositor or Trust Fund;” and (vi) by replacing the word “Purchaser” in the last sentence thereof with “Trust Fund.” Section 8.02 (Merger or Consolidation of the Company) is hereby amended and by adding the words “,with the prior written consent of the Trustee and the Master Servicer,” between the words “shall” and “be” in the third line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and seventh lines of the third paragraph thereof with “Master Servicer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the Trustee.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer and the Rating Agencies; and

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “Purchaser” in the first line thereof with the words “Trust Fund, the Trustee, the Depositor and the Master Servicer;” (ii) by replacing the word “Purchaser” in the third line and seventh line thereof with the words “Trustee, the Depositor, the Trust Fund or the Master Servicer.” (iii) by adding the following at the end of the first sentence thereof: “(including, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)” (iv) by replacing the word “Purchaser” in the eighth line thereof with the words “Trustee, the Depositor, Trust Fund and the Master Servicer, which consent shall not be unreasonably withheld;” (v) by replacing the word “Purchaser” in the tenth line thereof with “the Master Servicer, the Trustee, the Depositor or Trust Fund;” and (vi) by replacing the word “Purchaser” in the last sentence thereof with “Trust Fund.” Section 8.02 (Merger or Consolidation of the Company) is hereby amended and as follows: (i) by adding the words “,with the prior written consent of the Trustee and the Master Servicer,” between the words “shall” and “be” in the third line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and seventh lines of the third paragraph thereof with “Master Servicer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the Trustee.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer and the Rating Agencies; and

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 9.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “Purchaser” in the first line thereof with the words “Trust Fund, the Trustee, the Depositor and the Master Servicer;” (ii) by replacing the word “Purchaser” in the third line and seventh fourth line thereof with the words “Trustee, the Depositor, the Trust Fund or the Master Servicer.;” (iii) by adding the following at after the end of the first sentence thereof: “(includingIn addition, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or Company shall indemnify the Sarbanes Certifying Party for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)”. (iv) by replacing the word “Purchaser” in the seventh line thereof with “the Master Servicer, the Trustee, the Depositor or Trust Fund;” and (v) by replacing the word “Purchaser” in the eighth line thereof with the words “Trustee, the Depositor, Trust Fund and the Master Servicer, which consent shall not be unreasonably withheld;” (v) by replacing withheld or delayed, provided, however, the word “Purchaser” in Company shall not be liable for any damages, costs, or expenses, incurred due to the tenth line thereof with “Trustee’s, the Depsoitor’s, Trust Fund’s or the Master Servicer, ’s failure to timely provide a response to the Trustee, the Depositor or Trust Fund;” Servicer’s request for consent.”; and (vi) by replacing the word “Purchaser” in the last sentence thereof with “Trust Fund.” Section 8.02 (Merger or Consolidation of the Company) is hereby amended and by adding the words “,with the prior written consent of the Trustee and the Master Servicer,” between the words “shall” and “be” in the third line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and seventh lines of the third paragraph thereof with “Master Servicer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the Trustee.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer and the Rating Agencies; and

Compensating Interest. The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein with respect to each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, for the month of distribution. Such deposit shall be made from the Servicer’s own funds, without reimbursement therefor up to a maximum amount of the Servicing Fee actually received for such month for the Mortgage Loans. Section 8.01 9.01 (Indemnification; Third Party Claims) is amended as follows: (i) by replacing the word “Purchaser” in the first line thereof with the words “Trust Fund, the Trustee, the Depositor and the Master Servicer;” (ii) by replacing the word “Purchaser” in the third line and seventh fourth line thereof with the words “Trustee, the Depositor, the Trust Fund or the Master Servicer.;” (iii) by adding the following at after the end of the first sentence thereof: “(includingIn addition, but not limited to its obligation to provide the certification pursuant to Section 6.04(b) hereunder) or Company shall indemnify the Sarbanes Certifying Party for any inaccurate or misleading information provided in the certification required pursuant to Section 6.04(b)”. (iv) by replacing the word “Purchaser” in the seventh line thereof with “the Master Servicer, the Trustee, the Depositor or Trust Fund;” and (v) by replacing the word “Purchaser” in the eighth line thereof with the words “Trustee, the Depositor, Trust Fund and the Master Servicer, which consent shall not be unreasonably withheld;” (v) by replacing withheld or delayed, provided, however, the word “Purchaser” in Company shall not be liable for any damages, costs, or expenses, incurred due to the tenth line thereof with “Trustee’s, the Depositor’s, Trust Fund’s or the Master Servicer, ’s failure to timely provide a response to the Trustee, the Depositor or Trust Fund;” Servicer’s request for consent.”; and (vi) by replacing the word “Purchaser” in the last sentence thereof with “Trust Fund.” Section 8.02 (Merger or Consolidation of the Company) is hereby amended and by adding the words “,with the prior written consent of the Trustee and the Master Servicer,” between the words “shall” and “be” in the third line of the second paragraph thereof. Section 8.03 (Limitation on Liability of Company and Others) is amended as follows: (i) by replacing the word “Purchaser” in the second and thirteenth lines thereof to “Trust Fund, the Trustee or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Trust Fund.” Section 8.04 (Limitation on Resignation and Assignment by Company) is hereby amended as follows: (i) by replacing the word “Purchaser” in the seventh line of the first paragraph thereof, in the second, fifth and sixth lines of the second paragraph thereof and in the fourth line of the third paragraph thereof with “Master Servicer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and seventh lines of the third paragraph thereof with “Master Servicer.” Section 9.01 (c) is hereby modified by adding the following phrase after the phrase “attached hereto as Exhibit J”: “(with such changes thereto as any master servicer and any depositor may request in order to permit it to reasonably rely on such Officer’s Certificate)” Section 10.01 (Events of Default) is hereby amended as follows: (i) by replacing all references to “Purchaser” with “Master Servicer;” (ii) by replacing the reference to “five days” with “two Business Days” in clause (i) thereof; (iii) by adding the words “within the applicable cure period” after the word “remedied” in the first line of the second paragraph thereof; (iv) by replacing the word “Upon” in the first line of the third paragraph with “Within 90 days of;” and (v) by adding the following proviso at the end of the first sentence of the third paragraph thereof: ; provided, however, the obligation of the Master Servicer or other successor servicer to make Monthly Advances not made by the defaulting Servicer shall be effective immediately upon receipt of such notice by the defaulting Servicer. Section 10.02 (Waiver of Defaults) is hereby amended by replacing the reference to “Purchaser” with “Master Servicer with the prior written consent of the Trustee.” Section 11.01 (Termination) is hereby amended as follows: (i) by deleting clause (ii) thereof in its entirety and replacing it with the following: (ii) mutual consent of the Servicer and the Trustee in writing, provided such termination is also acceptable to the Master Servicer and the Rating Agencies; and