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 by replacing the word "Purchaser" in the first line thereof with the words "Trust Fund, the Trustee, the NIMS Insurer and the Master Servicer"; 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, Trust Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;" by changing the word "Purchaser" in the tenth line thereof to "the Master Servicer, the NIMS Insurer, the Trustee or Trust Fund"; and by changing the word "Purchaser" in the last sentence of such Section to "Trust Fund."

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, the NIMS Insurer and the Master Servicer"; ;” (ii) by replacing the word "“Purchaser" ” in the third line and sixth seventh line thereof with the words "“Trustee, the Depositor, the Trust Fund, the NIMS Insurer or Master Servicer"; .” (iii) by changing 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 seventh eighth line thereof with the words "“Trustee, the Depositor, Trust Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;" ” (v) by changing replacing the word "“Purchaser" ” in the tenth line thereof to "with “the Master Servicer, the NIMS Insurer, the Trustee Trustee, the Depositor or Trust Fund"; and ;” and (vi) by changing replacing the word "“Purchaser" ” in the last sentence of such Section to "thereof with “Trust Fund."”

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, the 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 Depositor, the Trust Fund, the NIMS Insurer or Master Servicer"; ;” (iii) by changing 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 seventh line thereof with the words "“Trustee, the Depositor, Trust Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;" ” (v) by changing replacing the word "“Purchaser" ” in the tenth line thereof to "with “the Master Servicer, the NIMS Insurer, the Trustee Trustee, the Depositor or Trust Fund"; and ;” and (vi) by changing replacing the word "“Purchaser" ” in the last sentence of such Section to "thereof with “Trust Fund."”

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 NIMS Insurer Depositor 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, Trust Fundthe Depositor, the NIMS Insurer 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 changing replacing the word "“Purchaser" ” in the tenth line thereof to "with “the Master Servicer, the NIMS InsurerTrustee, 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 Trust Fund"; and the Master Servicer;” and (ii) by changing replacing the word "“Purchaser" ” in the last sentence of such Section 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 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 NIMS Insurer Depositor and the Master Servicer"; ;” (ii) by replacing the word "“Purchaser" ” in the third fourth line and sixth line thereof with the words "“Trustee, the Depositor, the Trust FundFund or Master Servicer;” (iii) by adding the following after the end of the first sentence thereof: In addition, the 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 or Master Servicer"; once it is identified. (iv) by changing replacing the word "“Purchaser" ” in the seventh line thereof with “the words "Trustee, Trust FundMaster Servicer, the NIMS Insurer 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;" by changing 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 to "Trustee’s, the Depsoitor’s, Trust Fund’s or the Master Servicer, ’s failure to timely provide a response to the NIMS Insurer, the Trustee or Trust Fund"Servicer’s request for consent.”; and and (vi) by changing replacing the word "“Purchaser" ” in the last sentence of such Section to "thereof with “Trust Fund."”

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, the NIMS Insurer and the Master Servicer"; ;” (ii) by replacing the word "“Purchaser" ” in the third line and sixth seventh line thereof with the words "“Trustee, the Depositor, the Trust Fund, the NIMS Insurer or Master Servicer"; .” (iii) by changing 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 seventh eighth line thereof with the words "“Trustee, the Depositor, Trust Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;" ” (v) by changing replacing the word "“Purchaser" ” in the tenth line thereof to "with “the Master Servicer, the NIMS Insurer, the Trustee Trustee, the Depositor or Trust Fund"; and ;” and (vi) by changing replacing the word "“Purchaser" ” in the last sentence of such Section to "thereof with “Trust Fund."” Section 8.02 (Merger or Consolidation of the Company) is hereby amended as follows: (i) by adding the words “,with the prior written consent of the Trustee, the Master Servicer and the NIMS 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, 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, 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 Servicer 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 Trustee 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, 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 ’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, the 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 Depositor, the Trust Fund, the NIMS Insurer or Master Servicer"; ”; (iii) by changing 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 seventh line thereof with the words "“Trustee, the Depositor, Trust Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld”;" (v) by changing replacing the word "“Purchaser" ” in the tenth line thereof to "with “the Master Servicer, the NIMS Insurer, the Trustee Trustee, the Depositor or Trust Fund"”; and and (vi) by changing replacing the word "“Purchaser" ” in the last sentence of such Section to "thereof with “Trust Fund."”

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 by replacing the word "“Purchaser" ” in the first line thereof with the words "“Trust Fund, the Trustee, the Depositor, the NIMS Insurer and the Master Servicer"”; by replacing the word "“Purchaser" ” in the third line and sixth line thereof with the words "“Trustee, the Depositor, the Trust Fund, the NIMS Insurer or Master Servicer"”; by inserting the following at the end of the first sentence: “(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)”; by changing the word "“Purchaser" ” in the seventh line thereof with the words "“Trustee, the Depositor, Trust Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;" ” by changing the word "“Purchaser" ” in the tenth line thereof to "“the Master Servicer, the NIMS Insurer, the Trustee Trustee, the Depositor or Trust Fund"”; and by changing the word "“Purchaser" ” in the last sentence of such Section to "“Trust Fund."”

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 such Distribution Date, which information shall be based upon the information furnished by the Servicer upon which the Trustee shall conclusively rely without independent verification or calculation thereof: (i) The Available Funds for each Principal Prepayment, the Prepayment Interest Shortfall Amount, if any, Certificate Group and each Class's Certificate Rate for the month of distribution. Such deposit shall be made from related Distribution Date; (ii) the Servicer's own funds, without reimbursement therefor up to a maximum aggregate amount of the distribution to each Class of Certificates on such Distribution Date; (iii) the 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 actually 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 related Due Period; (xx) For each Certificate Group, the amount of Liquidation Loan Losses experienced during the preceding Due Period and the Loan Losses and the Cumulative Net Losses as a percentage of the Cut-Off Date Pool Balance; (xxi) For each Loan Group, as of the end of the 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 Trigger Event and the Subordination Trigger Event. The Trustee shall forward such report to the Servicer, the Seller, the Certificateholders, the Rating Agencies, Bloomberg (at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxx) and Intex Solutions (at 00 xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx) 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 month for calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Mortgage LoansTrustee 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. Section 8.01 (Indemnificationc) 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 reports or information, whether or not provided for herein, as shall be necessary, reasonable or appropriate with respect to the Certificateholder or otherwise with respect to the purposes of this Agreement, all such reports or information to be provided by and in accordance with such applicable instructions and directions (if requested in writing) as the Certificateholder may reasonably require; Third Party Claims) is amended provided that the Servicer and the Trustee shall be entitled to be reimbursed by replacing the word "Purchaser" such Certificateholder for their respective fees and actual expenses associated with providing such reports, if such reports are not generally produced in the first line thereof with ordinary course of their respective businesses or readily obtainable. (f) Reports and computer diskettes or files furnished by the words "Trust FundServicer pursuant to this Agreement shall be deemed confidential and of a proprietary nature, the Trustee, the NIMS Insurer and the Master Servicer"; 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, Trust Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;" copied or distributed except to the extent required by changing law or to the word "Purchaser" in the tenth line thereof Rating Agencies. No Person entitled to "the Master Servicer, the NIMS Insurer, the Trustee or Trust Fund"; and by changing the word "Purchaser" in the last sentence receive copies of such Section to "Trust Fundreports 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 ’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 NIMS Insurer Depositor and the Master Servicer"; ;” (ii) by replacing the word "“Purchaser" ” in the third line and sixth line thereof with the words "“Trustee, the Trust FundDepositor, the NIMS Insurer Trust Fund or Master Servicer"; ;” (iii) by changing 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 seventh line thereof with the words "“Trustee, the Depositor, Trust Fund, the NIMS Insurer Fund and the Master Servicer, which consent shall not be unreasonably withheld;" ” (v) by changing replacing the word "“Purchaser" ” in the tenth line thereof to "with “the Master Servicer, the NIMS InsurerTrustee, the Trustee Depositor or Trust Fund"; and ;” and (vi) by changing replacing the word "“Purchaser" ” in the last sentence of such Section to "thereof with “Trust Fund."”

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 NIMS Insurer Depositor and the Master Servicer"; ;” (ii) by replacing the word "“Purchaser" ” in the third line and sixth line thereof with the words "“Trustee, the Trust FundDepositor, the NIMS Insurer Trust Fund or the Master Servicer"; .” (iii) by changing 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 seventh line thereof with the words "“Trustee, the Depositor, Trust Fund, the NIMS Insurer Fund and the Master Servicer, which consent shall not be unreasonably withheld;" ” (v) by changing replacing the word "“Purchaser" ” in the tenth line thereof to "with “the Master Servicer, the NIMS InsurerTrustee, 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 Trust Fund"; and the Master Servicer;” and (ii) by changing replacing the word "“Purchaser" ” in the last sentence of such Section 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 and 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 G”: “(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, the NIMS Insurer and the Master Servicer"; ;” (ii) by replacing the word "“Purchaser" ” in the third line and sixth seventh line thereof with the words "“Trustee, the Depositor, the Trust Fund, the NIMS Insurer or Master Servicer"; ;” (iii) by changing 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 seventh eighth line thereof with the words "“Trustee, the Depositor, Trust Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;" ” (v) by changing replacing the word "“Purchaser" ” in the tenth line thereof to "with “the Master Servicer, the NIMS Insurer, the Trustee Trustee, the Depositor or Trust Fund"; and ;” and (vi) by changing replacing the word "“Purchaser" ” in the last sentence of such Section to "thereof with “Trust Fund."”

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 NIMS Insurer Depositor 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, Trust Fundthe Depositor, the NIMS Insurer Trust Fund or 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 changing replacing the word "“Purchaser" ” in the tenth line thereof to "with “the Master Servicer, the NIMS InsurerTrustee, 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 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 Trust Fund"; and the Master Servicer;” and (ii) by changing replacing the word "“Purchaser" ” in the last sentence of such Section 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, the NIMS Insurer and the Master Servicer"; ;” (ii) by replacing the word "“Purchaser" ” in the third line and sixth seventh line thereof with the words "“Trustee, the Depositor, the Trust Fund, the NIMS Insurer or Master Servicer"; .” (iii) by changing 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 seventh eighth line thereof with the words "“Trustee, the Depositor, Trust Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;" ” (v) by changing replacing the word "“Purchaser" ” in the tenth line thereof to "with “the Master Servicer, the NIMS Insurer, the Trustee Trustee, the Depositor or Trust Fund"; and ;” and (vi) by changing replacing the word "“Purchaser" ” in the last sentence of such Section to "thereof with “Trust Fund."” Section 8.02 (Merger or Consolidation of the Company) is hereby amended as follows: (i) by adding the words “,with the prior written consent of the Trustee, the Master Servicer and the NIMS 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, 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: 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, the NIMS Insurer and the Trustee” 58. 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 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, 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 ’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 NIMS Insurer Depositor and the Master Servicer"; ;” (ii) by replacing the word "“Purchaser" ” in the third line and sixth fourth line thereof with the words "“Trustee, the Trust FundDepositor, the NIMS Insurer Trust Fund or Master Servicer"; ;” (iii) by changing adding the following after the end of the first sentence thereof: In addition, the 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, the NIMS Insurer Fund and the Master Servicer, which consent shall not be unreasonably withheld;" by changing 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 to "Trustee’s, the Depsoitor’s, Trust Fund’s or the Master Servicer, ’s failure to timely provide a response to the NIMS Insurer, the Trustee or Trust Fund"Servicer’s request for consent.”; and and (vi) by changing replacing the word "“Purchaser" ” in the last sentence of such Section to "thereof with “Trust Fund."”

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“Issuer, the Indenture Trustee, the NIMS Insurer Depositor and the Master Servicer"; ;” (ii) by replacing the word "“Purchaser" ” in the third line and sixth line thereof with the words "“Indenture Trustee, the Trust FundDepositor, the NIMS Insurer Issuer or Master Servicer"; ;” (iii) by changing 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 seventh line thereof with the words "“Indenture Trustee, Trust Fundthe Depositor, the NIMS Insurer Issuer and the Master Servicer, which consent shall not be unreasonably withheld;" ” (v) by changing replacing the word "“Purchaser" ” in the tenth line thereof to "with “the Master Servicer, the NIMS InsurerIndenture Trustee, the Trustee Depositor or Trust Fund"; and the Issuer;” and (vi) by changing replacing the word "“Purchaser" ” in the last sentence of such Section to "Trust Fundthereof with “Issuer."”

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, the NIMS Insurer and the Master Servicer"; ;” (ii) by replacing the word "“Purchaser" ” in the third line and sixth seventh line thereof with the words "“Trustee, the Depositor, the Trust Fund, the NIMS Insurer or Master Servicer"; .” (iii) by changing 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 seventh eighth line thereof with the words "“Trustee, the Depositor, Trust Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;" ” (v) by changing replacing the word "“Purchaser" ” in the tenth line thereof to "with “the Master Servicer, the NIMS Insurer, the Trustee Trustee, the Depositor or Trust Fund"; and ;” and (vi) by changing replacing the word "“Purchaser" ” in the last sentence of such Section to "thereof with “Trust Fund."” Section 8.02 (Merger or Consolidation of the Company) is hereby amended as follows: (i) by adding the words “,with the prior written consent of the Trustee, the Master Servicer and the NIMS 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, 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, the NIMS Insurer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth, fifth and sixth lines of the third paragraph thereof with “Master Servicer 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 Trustee 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, 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 ’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 Fund“Issuer, the Indenture Trustee, the NIMS Insurer Depositor and the Master Servicer"; ;” (ii) by replacing the word "“Purchaser" ” in the third line and sixth line thereof with the words "“Indenture Trustee, the Trust FundDepositor, the NIMS Insurer Issuer or Master Servicer"; ;” (iii) by changing 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 seventh line thereof with the words "“Indenture Trustee, Trust Fundthe Depositor, the NIMS Insurer Issuer and the Master Servicer, which consent shall not be unreasonably withheld;" ” (v) by changing replacing the word "“Purchaser" ” in the tenth line thereof to "with “the Master Servicer, the NIMS InsurerIndenture Trustee, the Trustee Depositor or Trust Fund"; and the Issuer;” and (vi) by changing replacing the word "“Purchaser" ” in the last sentence thereof with “Issuer.” 57. Section 8.02 (Merger or Consolidation of the Company) is hereby amended 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 “Issuer, the Indenture Trustee or the Master Servicer;” and (ii) by replacing the word “Purchaser” in the last line thereof to “Issuer.” 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 fifth line of the third paragraph thereof with “Master Servicer.” 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 "Trust Fund“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 ’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 NIMS Insurer Depositor and the Master Servicer"; ;” (ii) by replacing the word "“Purchaser" ” in the third line and sixth fourth line thereof with the words "“Trustee, the Trust FundDepositor, the NIMS Insurer Trust Fund or Master Servicer"; ;” (iii) by changing adding the following after the end of the first sentence thereof: In addition, the 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, the NIMS Insurer Fund and the Master Servicer, which consent shall not be unreasonably withheld;" by changing 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 to "Trustee’s, the Depositor’s, Trust Fund’s or the Master Servicer, ’s failure to timely provide a response to the NIMS Insurer, the Trustee or Trust Fund"Servicer’s request for consent.”; and and (vi) by changing replacing the word "“Purchaser" ” in the last sentence of such Section to "thereof with “Trust Fund."”

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, the NIMS Insurer and the Master Servicer"; ;” (ii) by replacing the word "“Purchaser" ” in the third line and sixth seventh line thereof with the words "“Trustee, the Depositor, the Trust Fund, the NIMS Insurer or Master Servicer"; .” (iii) by changing 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 seventh eighth line thereof with the words "“Trustee, the Depositor, Trust Fund, the NIMS Insurer and the Master Servicer, which consent shall not be unreasonably withheld;" ” (v) by changing replacing the word "“Purchaser" ” in the tenth line thereof to "with “the Master Servicer, the NIMS Insurer, the Trustee Trustee, the Depositor or Trust Fund"; and ;” and (vi) by changing replacing the word "“Purchaser" ” in the last sentence of such Section to "thereof with “Trust Fund."” Section 8.02 (Merger or Consolidation of the Company) is hereby amended as follows: (i) by adding the words “,with the prior written consent of the Trustee, the Master Servicer and the NIMS 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, 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, the NIMS Insurer and the Trustee;” and (ii) by replacing the word “Purchaser” in the fourth and sixth lines of the third paragraph thereof with “Master Servicer 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 Trustee 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, the NIMS Insurer and the Rating Agencies; and