Common use of SEC Certificate Clause in Contracts

SEC Certificate. By March 15 of each year, an officer of the Servicer shall execute and deliver an Officer's Certificate substantially in the form of Exhibit F attached hereto, signed by an officer of the Servicer, to the Master Servicer and Depositor for the benefit of the Master Servicer, the Depositor and their respective officers, directors and affiliates. Notwithstanding the foregoing, in the event that as to any year a report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction for the prior calendar year, then (i) the Depositor shall notify the Servicer of that fact, and (ii) the Servicer shall not be required to provide the Officer's Certificate described in this subsection (a). Subsection 12.01 (Indemnification; Third Party Claims) is hereby amended and restated in its entirety to read as follows: The Servicer shall indemnify Xxxxxx Brothers Holdings, the Trust Fund, the Trustee and the Master Servicer and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer immediately shall notify Xxxxxx Brothers Holdings, the Master Servicer and the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any of such parties in respect of such claim. The Servicer shall follow any written instructions received from the Trustee in connection with such claim. The Servicer shall provide the Trustee with a written report of all expenses and advances incurred by the Servicer pursuant to this Subsection 12.01, and the Trustee from the assets of the Trust Fund promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the failure of the Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement or the gross negligence, bad faith or willful misconduct of this Servicer.

SEC Certificate. By March 15 February 28th of each year, or at any other time upon thirty (30) days written request, an officer of the Servicer Seller shall execute and deliver an Officer's Certificate substantially in the form of Exhibit F attached hereto, signed by an the senior officer in charge of servicing of the ServicerSeller or any officer to whom that officer reports, to the Master Servicer and Depositor for the benefit of such the Master Servicer, the Depositor Servicer and their respective officers, directors and affiliates. Notwithstanding the foregoing, in the event that as to any year a report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction for the prior calendar year, then (i) the Depositor shall notify the Servicer Seller of that fact, and (ii) the Servicer Seller shall not be required to provide the Officer's Certificate described in this subsection (a). Subsection 12.01 28. Sections 9.02 (Indemnification; Third Party ClaimsLimitation on Liability of Seller and Others) is hereby amended and restated in its entirety to read as followsreplaced by the following: The Servicer Seller shall indemnify Xxxxxx Brothers Holdings, the Trust Fund, the Trustee and the Master Servicer and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties may sustain in any way related to the failure of the Servicer Seller to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Servicer Seller immediately shall notify Xxxxxx Brothers HoldingsHoldings Inc., the Master Servicer and the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any of such parties in respect of such claim. The Servicer Seller shall follow any written instructions received from the Trustee in connection with such claim. The Servicer shall provide the Trustee with a written report of all expenses and advances incurred by the Servicer pursuant to this Subsection 12.01Trustee, and the Trustee from the assets of the Trust Fund Fund, promptly shall reimburse the Servicer Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related relates to the failure of the Servicer Seller to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. The Trust Fund shall indemnify the Seller and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Seller may sustain in any way related to the failure of the Trustee or the Master Servicer to perform its duties in compliance with the terms of this Agreement. In the event a dispute arises between an indemnified party and the Seller with respect to any of the rights and obligations of the parties pursuant to this Agreement and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the losing party shall indemnify and reimburse the winning party for all attorney's fees and other costs and expenses related to the adjudication of said dispute. 29. The first paragraph of Section 9.03 (Limitation on Resignation and Assignment by Seller) is hereby amended in its entirety to read as follows: The Seller shall neither assign this Agreement or the gross negligenceservicing hereunder or delegate its rights or duties hereunder or any portion hereof (to other than a third party in the case of outsourcing routine tasks such as taxes, bad faith insurance and property inspection, in which case the Seller shall be fully liable for such tasks as if the Seller performed them itself) or willful misconduct sell or otherwise dispose of all or substantially all of its property or assets without the prior written consent of the Trustee and the Master Servicer, which consent shall be granted or withheld in the reasonable discretion of such parties; provided, however, that the Seller may assign its rights and obligations hereunder without prior written consent of the Trustee and the Master Servicer to any entity that is directly owned or controlled by the Seller, and the Seller guarantees the performance of such entity hereunder. In the event of such assignment by the Seller, the Seller shall provide the Trustee and the Master Servicer with a written statement guaranteeing the successor entity's performance of the Seller's obligations under the Agreement. Section 10.01 (Events of Default) is hereby amended as follows: (a) Amending Subsection 10.01(g) in its entirety to read as follows: "the Seller at any time is neither a Xxxxxx Mae or Xxxxxxx Mac approved servicer, and the Master Servicer has not terminated the rights and obligations of the Seller under this Agreement and replaced the Seller with a Xxxxxx Mae or Xxxxxxx Mac approved servicer within 30 days of the absence of such approval; or". (b) Replacing the last paragraph thereof with the following: Upon receipt by the Seller of such written notice, all authority and power of the Seller under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in a successor servicer appointed by the Xxxxxx Brothers Holdings Inc. and the Master Servicer. Upon written request from the Seller, the Seller shall prepare, execute and deliver to the successor entity designated by the Seller any and all documents and other instruments, place in such successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Seller's sole expense. The Seller shall cooperate with Xxxxxx Brothers Holdings Inc. and the Master Servicer and such successor in effecting the termination of the Seller's responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. 31. The parties hereto acknowledge that the word "Purchaser" in Section 10.02 (Waiver of Defaults) shall refer to the "Master Servicer with the prior consent of the Trustee."

SEC Certificate. By March 15 February 28th of each year, or at any other time upon thirty (30) days written request, an officer of the Servicer Seller shall execute and deliver an Officer's Certificate substantially in the form of Exhibit F attached hereto, signed by an the senior officer in charge of servicing of the ServicerSeller or any officer to whom that officer reports, to the Master Servicer and Depositor for the benefit of such the Master Servicer, the Depositor Servicer and their respective officers, directors and affiliates. Notwithstanding the foregoing, in the event that as to any year a report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction for the prior calendar year, then (i) the Depositor shall notify the Servicer Seller of that fact, and (ii) the Servicer Seller shall not be required to provide the Officer's Certificate described in this subsection (a). Subsection 12.01 28. Sections 9.02 (Indemnification; Third Party ClaimsLimitation on Liability of Seller and Others) is hereby amended and restated in its entirety to read as followsreplaced by the following: The Servicer Seller shall indemnify Xxxxxx Brothers Holdings, the Trust Fund, the Trustee and the Master Servicer and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties may sustain in any way related to the failure of the Servicer Seller to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Servicer Seller immediately shall notify Xxxxxx Brothers HoldingsHoldings Inc., the Master Servicer and the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any of such parties in respect of such claim. The Servicer Seller shall follow any written instructions received from the Trustee in connection with such claim. The Servicer shall provide the Trustee with a written report of all expenses and advances incurred by the Servicer pursuant to this Subsection 12.01Trustee, and the Trustee from the assets of the Trust Fund Fund, promptly shall reimburse the Servicer Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related relates to the failure of the Servicer Seller to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. The Trust Fund shall indemnify the Seller and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Seller may sustain in any way related to the failure of the Trustee or the Master Servicer to perform its duties in compliance with the terms of this Agreement. In the event a dispute arises between an indemnified party and the Seller with respect to any of the rights and obligations of the parties pursuant to this Agreement and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the losing party shall indemnify and reimburse the winning party for all attorney's fees and other costs and expenses related to the adjudication of said dispute. 29. The first paragraph of Section 9.03 (Limitation on Resignation and Assignment by Seller) is hereby amended in its entirety to read as follows: The Seller shall neither assign this Agreement or the gross negligenceservicing hereunder or delegate its rights or duties hereunder or any portion hereof (to other than a third party in the case of outsourcing routine tasks such as taxes, bad faith insurance and property inspection, in which case the Seller shall be fully liable for such tasks as if the Seller performed them itself) or willful misconduct sell or otherwise dispose of all or substantially all of its property or assets without the prior written consent of the Trustee and the Master Servicer, which consent shall be granted or withheld in the reasonable discretion of such parties; provided, however, that the Seller may assign its rights and obligations hereunder without prior written consent of the Trustee and the Master Servicer to any entity that is directly owned or controlled by the Seller, and the Seller guarantees the performance of such entity hereunder. In the event of such assignment by the Seller, the Seller shall provide the Trustee and the Master Servicer with a written statement guaranteeing the successor entity's performance of the Seller's obligations under the Agreement. 30. Section 10.01 (Events of Default) is hereby amended as follows: (a) Amending Subsection 10.01(g) in its entirety to read as follows: "the Seller at any time is neither a Xxxxxx Mae or Xxxxxxx Mac approved servicer, and the Master Servicer has not terminated the rights and obligations of the Seller under this Agreement and replaced the Seller with a Xxxxxx Mae or Xxxxxxx Mac approved servicer within 30 days of the absence of such approval; or". (b) Replacing the last paragraph thereof with the following: Upon receipt by the Seller of such written notice, all authority and power of the Seller under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in a successor servicer appointed by the Xxxxxx Brothers Holdings Inc. and the Master Servicer. Upon written request from the Seller, the Seller shall prepare, execute and deliver to the successor entity designated by the Seller any and all documents and other instruments, place in such successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Seller's sole expense. The Seller shall cooperate with Xxxxxx Brothers Holdings Inc. and the Master Servicer and such successor in effecting the termination of the Seller's responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. 31. The parties hereto acknowledge that the word "Purchaser" in Section 10.02 (Waiver of Defaults) shall refer to the "Master Servicer with the prior consent of the Trustee."

SEC Certificate. By March 15 February 28th of each year, or at any other time upon thirty (30) days written request, an officer of the Servicer Seller shall execute and deliver an Officer's Certificate substantially in the form of Exhibit F attached hereto, signed by an the senior officer in charge of servicing of the ServicerSeller or any officer to whom that officer reports, to the Master Servicer and Depositor for the benefit of such the Master Servicer, the Depositor Servicer and their respective officers, directors and affiliates. Notwithstanding the foregoing, in the event that as to any year a report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction for the prior calendar year, then (i) the Depositor shall notify the Servicer Seller of that fact, and (ii) the Servicer Seller shall not be required to provide the Officer's Certificate described in this subsection (a). Subsection 12.01 28. Sections 9.02 (Indemnification; Third Party ClaimsLimitation on Liability of Seller and Others) is hereby amended and restated in its entirety to read as followsreplaced by the following: The Servicer Seller shall indemnify Xxxxxx Brothers Holdings, the Trust Fund, the Trustee and the Master Servicer and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgmentsjudgements, and any other costs, fees and expenses that any of such parties may sustain in any way related to the failure of the Servicer Seller to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Servicer Seller immediately shall notify Xxxxxx Lehman Brothers HoldingsHoldings Inc., the Master Servicer and the Trustee Xxxxxxe or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment judgement or decree which may be entered against it or any of such parties in respect of such claim. The Servicer Seller shall follow any written instructions received from the Trustee in connection with such claim. The Servicer shall provide the Trustee with a written report of all expenses and advances incurred by the Servicer pursuant to this Subsection 12.01Trustee, and the Trustee from the assets of the Trust Fund Fund, promptly shall reimburse the Servicer Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related relates to the failure of the Servicer Seller to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. The Trust Fund shall indemnify the Seller and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Seller may sustain in any way related to the failure of the Trustee or the Master Servicer to perform its duties in compliance with the terms of this Agreement. In the event a dispute arises between an indemnified party and the Seller with respect to any of the rights and obligations of the parties pursuant to this Agreement and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the losing party shall indemnify and reimburse the winning party for all attorney's fees and other costs and expenses related to the adjudication of said dispute. 29. The first paragraph of Section 9.03 (Limitation on Resignation and Assignment by Seller) is hereby amended in its entirety to read as follows: The Seller shall neither assign this Agreement or the gross negligenceservicing hereunder or delegate its rights or duties hereunder or any portion hereof (to other than a third party in the case of outsourcing routine tasks such as taxes, bad faith insurance and property inspection, in which case the Seller shall be fully liable for such tasks as if the Seller performed them itself) or willful misconduct sell or otherwise dispose of all or substantially all of its property or assets without the prior written consent of the Trustee and the Master Servicer, which consent shall be granted or withheld in the reasonable discretion of such parties; provided, however, that the Seller may assign its rights and obligations hereunder without prior written consent of the Trustee and the Master Servicer to any entity that is directly owned or controlled by the Seller, and the Seller guarantees the performance of such entity hereunder. In the event of such assignment by the Seller, the Seller shall provide the Trustee and the Master Servicer with a written statement guaranteeing the successor entity's performance of the Seller's obligations under the Agreement. Section 10.01 (Events of Default) is hereby amended as follows: (a) Amending Subsection 10.01(g) in its entirety to read as follows: "the Interim Servicer at any time is neither a Fannie Mae or Freddie Mac approved servicer, and the Master Servxxxx xas not txxxxxxxed the rights and obligations of the Interim Servicer under this Agreement and replaced the Interim Servicer with a Fannie Mae or Freddie Mac approved servicer within 30 days of thx xxxxnce of sxxx xxxroval; or". (b) Replacing the last paragraph thereof with the following: Upon receipt by the Seller of such written notice, all authority and power of the Seller under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in a successor servicer appointed by the Lehman Brothers Holdings Inc. and the Master Servicer. Upon xxxxxen request from the Seller, the Seller shall prepare, execute and deliver to the successor entity designated by the Seller any and all documents and other instruments, place in such successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Seller's sole expense. The Seller shall cooperate with Lehman Brothers Holdings Inc. and the Master Servicer and sxxx xxccessor in effecting the termination of the Seller's responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. 31. The parties hereto acknowledge that the word "Purchaser" in Section 10.02 (Waiver of Defaults) shall refer to the "Master Servicer with the prior consent of the Trustee."

SEC Certificate. (a) By March 15 February 28th of each year, or at any other time upon thirty (30) days written request, an officer of the Servicer shall execute and deliver an Officer's Certificate substantially in the form of Exhibit F attached hereto, signed by an the senior officer in charge of servicing of the ServicerServicer or any officer to whom that officer reports, to the Master Servicer and Depositor for the benefit of such the Master Servicer, the Depositor Servicer and their respective officers, directors and affiliates. Notwithstanding the foregoing, in the event that as to any year a report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction for the prior calendar year, then (i) the Depositor shall notify the Servicer of that fact, and (ii) the Servicer shall not be required to provide the Officer's Certificate described in this subsection (a). Subsection 12.01 Section 9.01 (Indemnification; Third Party Claims) is hereby amended by deleting Subsection (a) and restated in its entirety to read as follows: replacing it with the following: (a) The Servicer Company shall indemnify Xxxxxx Brothers Holdingsthe Purchaser, the Trust Fund, the Trustee and the Master Servicer and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties may sustain in any way related to the failure of the Servicer Company to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Servicer Company immediately shall notify Xxxxxx Brothers Holdingsthe Purchaser, the Master Servicer and the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any of such parties in respect of such claim. The Servicer Company shall follow any written instructions received from the Trustee in connection with such claim. The Servicer Company shall provide the Trustee with a written report of all expenses and advances incurred by the Servicer Company pursuant to this Subsection 12.01Section 9.01, and the Trustee from the assets of the Trust Fund promptly shall reimburse the Servicer Company for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related relates to the failure of the Servicer Company to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or the gross negligence, bad faith or willful misconduct of this Company. Section 10.01 (Events of Default) is hereby amended by: (a) changing any reference to "Purchaser" to "Master Servicer" (b) changing the reference to "five days" to "two Business Days" in subclause (i); (c) amending subclause (vii) as follows: "the Company at any time is neither a Fannie Mae or Freddie Mac approved servicer, and the Xxxxxx Xxxvicex xxx xot terminated the rights and obligations of the Company under this Agreement and replaced the Company with a Fannie Mae or Freddie Mac approved servicer within 30 days of the axxxxxx of such approval; or"; and (d) adding the words "within the applicable cure period" after the word "remedied" in the second line of the second paragraph. 33. Section 10.02 (Waiver of Defaults) is hereby amended by changing the reference to "Purchaser" to "Master Servicer with the prior written consent of the Trustee."

SEC Certificate. (a) By March 15 February 28th of each year, or at any other time upon thirty (30) days written request, an officer of the Servicer shall execute and deliver an Officer's Certificate substantially in the form of Exhibit F attached hereto, signed by an the senior officer in charge of servicing of the ServicerServicer or any officer to whom that officer reports, to the Master Servicer and Depositor for the benefit of such the Master Servicer, the Depositor Servicer and their respective officers, directors and affiliates. Notwithstanding the foregoing, in the event that as to any year a report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction for the prior calendar year, then (i) the Depositor shall notify the Servicer of that fact, and (ii) the Servicer shall not be required to provide the Officer's Certificate described in this subsection (a). Subsection 12.01 Section 9.01 (Indemnification; Third Party Claims) is hereby amended by deleting Subsection (a) and restated in its entirety to read as follows: replacing it with the following: (a) The Servicer Company shall indemnify Xxxxxx Brothers Holdingsthe Purchaser, the Trust Fund, the Trustee and the Master Servicer and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties may sustain in any way related to the failure of the Servicer Company to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Servicer Company immediately shall notify Xxxxxx Brothers Holdingsthe Purchaser, the Master Servicer and the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any of such parties in respect of such claim. The Servicer Company shall follow any written instructions received from the Trustee in connection with such claim. The Servicer Company shall provide the Trustee with a written report of all expenses and advances incurred by the Servicer Company pursuant to this Subsection 12.01Section 9.01, and the Trustee from the assets of the Trust Fund promptly shall reimburse the Servicer Company for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related relates to the failure of the Servicer Company to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or the gross negligence, bad faith or willful misconduct of this Company. Section 10.01 (Events of Default) is hereby amended by: (a) changing any reference to "Purchaser" to "Master Servicer" (b) changing the reference to "five days" to "two Business Days" in subclause (i); (c) amending subclause (vii) as follows: "the Company at any time is neither a Xxxxxx Xxx or Xxxxxxx Mac approved servicer, and the Master Servicer has not terminated the rights and obligations of the Company under this Agreement and replaced the Company with a Xxxxxx Mae or Xxxxxxx Mac approved servicer within 30 days of the absence of such approval; or"; and (d) adding the words "within the applicable cure period" after the word "remedied" in the second line of the second paragraph. 33. Section 10.02 (Waiver of Defaults) is hereby amended by changing the reference to "Purchaser" to "Master Servicer with the prior written consent of the Trustee." Section 11.01 (Termination) is hereby amended by restating subclause (ii) thereof to read as below and adding the following sentence after the first sentence of Section 11.01:

SEC Certificate. By March 15 February 28th of each year, or at any other time upon thirty (30) days written request, an officer of the Servicer Seller shall execute and deliver an Officer's Certificate substantially in the form of Exhibit F attached hereto, signed by an the senior officer in charge of servicing of the ServicerSeller or any officer to whom that officer reports, to the Master Servicer and Depositor for the benefit of such the Master Servicer, the Depositor Servicer and their respective officers, directors and affiliates. Notwithstanding the foregoing, in the event that as to any year a report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction for the prior calendar year, then (i) the Depositor shall notify the Servicer Seller of that fact, and (ii) the Servicer Seller shall not be required to provide the Officer's Certificate described in this subsection (a). Subsection 12.01 28. Sections 9.02 (Indemnification; Third Party ClaimsLimitation on Liability of Seller and Others) is hereby amended and restated in its entirety to read as followsreplaced by the following: The Servicer Seller shall indemnify Xxxxxx Brothers Holdings, the Trust Fund, the Trustee and the Master Servicer and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties may sustain in any way related to the failure of the Servicer Seller to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Servicer Seller immediately shall notify Xxxxxx Brothers HoldingsHoldings Inc., the Master Servicer and the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any of such parties in respect of such claim. The Servicer Seller shall follow any written instructions received from the Trustee in connection with such claim. The Servicer shall provide the Trustee with a written report of all expenses and advances incurred by the Servicer pursuant to this Subsection 12.01Trustee, and the Trustee from the assets of the Trust Fund Fund, promptly shall reimburse the Servicer Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related relates to the failure of the Servicer Seller to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. The Trust Fund shall indemnify the Seller and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Seller may sustain in any way related to the failure of the Trustee or the Master Servicer to perform its duties in compliance with the terms of this Agreement. In the event a dispute arises between an indemnified party and the Seller with respect to any of the rights and obligations of the parties pursuant to this Agreement and such dispute is adjudicated in a court of law, by an arbitration panel or any other judicial process, then the losing party shall indemnify and reimburse the winning party for all attorney's fees and other costs and expenses related to the adjudication of said dispute. 29. The first paragraph of Section 9.03 (Limitation on Resignation and Assignment by Seller) is hereby amended in its entirety to read as follows: The Seller shall neither assign this Agreement or the gross negligenceservicing hereunder or delegate its rights or duties hereunder or any portion hereof (to other than a third party in the case of outsourcing routine tasks such as taxes, bad faith insurance and property inspection, in which case the Seller shall be fully liable for such tasks as if the Seller performed them itself) or willful misconduct sell or otherwise dispose of all or substantially all of its property or assets without the prior written consent of the Trustee and the Master Servicer, which consent shall be granted or withheld in the reasonable discretion of such parties; provided, however, that the Seller may assign its rights and obligations hereunder without prior written consent of the Trustee and the Master Servicer to any entity that is directly owned or controlled by the Seller, and the Seller guarantees the performance of such entity hereunder. In the event of such assignment by the Seller, the Seller shall provide the Trustee and the Master Servicer with a written statement guaranteeing the successor entity's performance of the Seller's obligations under the Agreement. Section 10.01 (Events of Default) is hereby amended as follows: (a) Amending Subsection 10.01(g) in its entirety to read as follows: "the Servicer at any time is neither a Xxxxxx Mae or Xxxxxxx Mac approved servicer, and the Master Servicer has not terminated the rights and obligations of the Servicer under this Agreement and replaced the Servicer with a Xxxxxx Mae or Xxxxxxx Mac approved servicer within 30 days of the absence of such approval; or". (b) Replacing the last paragraph thereof with the following: Upon receipt by the Seller of such written notice, all authority and power of the Seller under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in a successor servicer appointed by the Xxxxxx Brothers Holdings Inc. and the Master Servicer. Upon written request from the Seller, the Seller shall prepare, execute and deliver to the successor entity designated by the Seller any and all documents and other instruments, place in such successor's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Seller's sole expense. The Seller shall cooperate with Xxxxxx Brothers Holdings Inc. and the Master Servicer and such successor in effecting the termination of the Seller's responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. 31. The parties hereto acknowledge that the word "Purchaser" in Section 10.02 (Waiver of Defaults) shall refer to the "Master Servicer with the prior consent of the Trustee."

SEC Certificate. By March 15 of each yearAt any time upon thirty (30) days written request, and no later than February 28, 2006, an officer of the Servicer Seller shall execute and deliver an Officer's Certificate substantially in the form of Exhibit F attached hereto, signed by an the senior officer in charge of servicing of the ServicerSeller or any officer to whom that officer reports, to the Master Servicer and Depositor for the benefit of such the Master Servicer, the Depositor Servicer and their respective officers, directors and affiliates. Notwithstanding the foregoing, in the event that as to any year a report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction for the prior calendar year, then (i) the Depositor shall notify the Servicer Seller of that fact, and (ii) the Servicer Seller shall not be required to provide the Officer's Certificate described in this subsection (a). Subsection 12.01 (Indemnification; Third Party Claims) is hereby amended and restated in its entirety to read as follows: subsection. The Servicer shall indemnify Xxxxxx Brothers Holdings, the Trust Fund, the Trustee and hold harmless the Master Servicer and hold each of them harmless its officers, directors, agents and affiliates from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, judgments and any other costs, fees costs and expenses that any arising out of such parties may sustain in any way related to the failure of or based upon a breach by the Servicer to perform its duties and service the Mortgage Loans in compliance with the terms of this Agreement. The Servicer immediately shall notify Xxxxxx Brothers Holdings, the Master Servicer and the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any of such parties in respect its officers, directors, agents or affiliates of such claim. The Servicer shall follow any written instructions received from the Trustee in connection with such claim. The Servicer shall provide the Trustee with a written report of all expenses and advances incurred by the Servicer pursuant to its obligations under this Subsection 12.01, and the Trustee from the assets of the Trust Fund promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the failure of the Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement section or the gross negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this section or the Servicer's negligence, bad faith or willful misconduct in connection therewith. 21. The parties hereto acknowledge that Section 5.01 (Provision of Information) and Section 5.02 (Financial Statements; Servicing Facilities) are inapplicable to this Agreement.