AMENDMENT NO. 1 TO MASTER SPREAD PARTICIPATION AGREEMENT

SECTION 1. Definitions.  The definition of “Servicing Agreement” in Section 1 of the Existing Agreement is hereby deleted in its entirety and replaced with the following:

SECTION 2. Servicing and Other Matters.  Section 7(a) of the Existing Agreement is hereby amended by deleting clause (i) in its entirety and replacing it with the following:

(i) The Company agrees for the benefit of the Participant to service the related Portfolio Mortgage Loans at all times in strict accordance in all material respects with the related Servicing Agreement.  In connection with the Portfolio Mortgage Loans related to each Participation Certificate, the Company shall not, without the express written consent of Participant (which consent may be withheld in its absolute discretion), (a) terminate or amend any Servicing Rights, or (b) enter

into any termination, modification, waiver or amendment of any applicable Servicing Agreement or its rights and duties thereunder. 

SECTION 3. Effective Date; Conditions Precedent.  This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”) subject to the satisfaction of the following conditions precedent:

3.1 Delivered Documents.  On the Amendment Effective Date, the Lender shall have received the following documents, each of which shall be satisfactory to the Lender in form and substance:

(a) this Amendment, executed and delivered by duly authorized officers of the Lender, the Company and the Initial Participant; and

(b) such other documents as the Lender or counsel to the Lender may reasonably request.

SECTION 4. Representations and Warranties.  Each of the Company and the Initial Participant hereby represents and warrants to the Lender that it is in compliance with all the terms and provisions set forth in the Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and (x) with respect to the Company hereby confirms and reaffirms the representations and warranties contained in Section 6 of the Agreement and (y) with respect to the Initial Participant hereby confirms and reaffirms the representations and warranties contained in Section 5 of the Agreement.

SECTION 5. Limited Effect.  Except as expressly amended and modified by this Amendment, the Existing Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

SECTION 6. Severability.  Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

SECTION 7. Counterparts.  This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.    This Agreement may be executed by signature(s) transmitted by facsimile.

SECTION 8. GOVERNING LAW.   THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, WHICH SHALL GOVERN).