Common use of Termination Upon Transfer of Servicing Clause in Contracts

Termination Upon Transfer of Servicing. Termination Procedures) is hereby amended by replacing all references to "Purchaser" with "Xxxxxx Brothers Holdings Inc." 20. Sections 8.01 (Indemnification) and 8.02 (Limitation on Liability of Seller and Others) are replaced by the following: The Seller shall indemnify the Trust Fund, the Depositor, 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 Seller to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Seller immediately shall notify Xxxxxx Brothers Holdings Inc., the Depositor, 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) 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 Seller shall follow any written instructions received from the Trustee in connection with such claim. The Trustee, from the assets of the Trust Fund, promptly shall reimburse the Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way relates to the failure of the 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. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to Xxxxxx Brothers Holdings Inc., the Trust Fund, the Depositor, the Trustee or the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement and at the written instruction of Xxxxxx Brothers Holdings Inc. or the Master Servicer, or for errors in judgment, provided, however, that this provisions shall not protect the Seller or any such person against any breach of warranties or representations made herein, or failure to perform its obligation in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions 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. 21. The first paragraph of Section 8.03 (Limitation on Resignation and Assignment by Seller) is hereby amended and restated in its entirety to read as follows: The Seller shall neither assign this Agreement or the servicing 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, insurance and property inspection, in which case the Seller shall be fully liable for such tasks as if the Seller performed them itself) or 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. 22. A new Section 12.11 (Intended Third Party Beneficiaries) is hereby added to read as follows:

Termination Upon Transfer of Servicing. Termination Procedures) is hereby amended by replacing all references to "Purchaser" in the second and fourth paragraphs with "Xxxxxx Brothers Holdings Inc." 2017. Sections 8.01 (Indemnification) and 8.02 (Limitation on Liability of Seller and Others) are is replaced by the following: The Seller Servicer shall indemnify the Trust Fund, the Depositor, 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 Seller Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Seller Servicer immediately shall notify Xxxxxx Brothers Holdings Inc., the Depositor, 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) 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 Seller Servicer shall follow any written instructions received from the Trustee in connection with such claim. The Trustee, from the assets of the Trust Fund, promptly shall reimburse the Seller Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way relates to the failure of the Seller Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. The Trust Fund shall indemnify the Seller Servicer 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 Servicer 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. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to Xxxxxx Brothers Holdings Inc., the Trust Fund, the Depositor, the Trustee or the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement and at the written instruction of Xxxxxx Brothers Holdings Inc. or the Master Servicer, or for errors in judgment, provided, however, that this provisions shall not protect the Seller or any such person against any breach of warranties or representations made herein, or failure to perform its obligation in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. In the event a dispute arises between an indemnified party and the Seller Servicer 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. 2118. The first paragraph of Section 8.03 (Limitation on Resignation and Assignment by Seller) is hereby amended and restated in its entirety to read as follows: The Seller Servicer shall neither assign this Agreement or the servicing 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, insurance and property inspection, in which case the Seller Servicer shall be fully liable for such tasks as if the Seller Servicer performed them itself) or 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 Servicer 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 SellerServicer, and the Seller Servicer guarantees the performance of such entity hereunder. In the event of such assignment by the SellerServicer, the Seller Servicer shall provide the Trustee and the Master Servicer with a written statement guaranteeing the successor entity's performance of the SellerServicer's obligations under the Agreement. 2219. A new Section 12.11 (Intended Third Party Beneficiaries) is hereby added to read as follows:

Termination Upon Transfer of Servicing. Termination Procedures) is hereby amended by replacing all references to "Purchaser" in the second and fourth paragraphs with "Xxxxxx Brothers Holdings Inc." 2017. Sections 8.01 (Indemnification) and 8.02 (Limitation on Liability of Seller and Others) are is replaced by the following: The Seller Servicer shall indemnify the Trust Fund, the Depositor, 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 Seller Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Seller Servicer immediately shall notify Xxxxxx Brothers Holdings Inc., the Depositor, 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) 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 Seller Servicer shall follow any written instructions received from the Trustee in connection with such claim. The Trustee, from the assets of the Trust Fund, promptly shall reimburse the Seller Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way relates to the failure of the Seller Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. The Trust Fund shall indemnify the Seller Servicer 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 Servicer 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. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to Xxxxxx Brothers Holdings Inc., the Trust Fund, the Depositor, the Trustee or the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement and at the written instruction of Xxxxxx Brothers Holdings Inc. or the Master Servicer, or for errors in judgment, provided, however, that this provisions shall not protect the Seller or any such person against any breach of warranties or representations made herein, or failure to perform its obligation in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. In the event a dispute arises between an indemnified party and the Seller Servicer 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. 2118. The first paragraph of Section 8.03 (Limitation on Resignation and Assignment by Seller) is hereby amended and restated in its entirety to read as follows: The Seller Servicer shall neither assign this Agreement or the servicing 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, insurance and property inspection, in which case the Seller Servicer shall be fully liable for such tasks as if the Seller Servicer performed them itself) or 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 Servicer 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 SellerServicer, and the Seller Servicer guarantees the performance of such entity hereunder. In the event of such assignment by the SellerServicer, the Seller Servicer shall provide the Trustee and the Master Servicer with a written statement guaranteeing the successor entity's performance of the SellerServicer's obligations under the Agreement. 2219. A new Section 12.11 (Intended Third Party Beneficiaries) is hereby added to read as follows:

Termination Upon Transfer of Servicing. Termination Procedures) is hereby amended by replacing all references to "Purchaser" in the second and fourth paragraphs with "Xxxxxx Lehman Brothers Holdings Inc." 2017. Sections 8.01 (IndemnificationIndemxxxxxxtion) and 8.02 (Limitation on Liability of Seller and Others) are is replaced by the following: The Seller Servicer shall indemnify the Trust Fund, the Depositor, 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 Seller Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Seller Servicer immediately shall notify Xxxxxx Lehman Brothers Holdings Inc., the Depositor, the Master Servicer Xxrvicer 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) 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 Seller Servicer shall follow any written instructions received from the Trustee in connection with such claim. The Trustee, from the assets of the Trust Fund, promptly shall reimburse the Seller Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way relates to the failure of the Seller Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. The Trust Fund shall indemnify the Seller Servicer 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 Servicer 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. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to Xxxxxx Brothers Holdings Inc., the Trust Fund, the Depositor, the Trustee or the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement and at the written instruction of Xxxxxx Brothers Holdings Inc. or the Master Servicer, or for errors in judgment, provided, however, that this provisions shall not protect the Seller or any such person against any breach of warranties or representations made herein, or failure to perform its obligation in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. In the event a dispute arises between an indemnified party and the Seller Servicer 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. 2118. The first paragraph of Section 8.03 (Limitation on Resignation and Assignment by Seller) is hereby amended and restated in its entirety to read as follows: The Seller Servicer shall neither assign this Agreement or the servicing 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, insurance and property inspection, in which case the Seller Servicer shall be fully liable for such tasks as if the Seller Servicer performed them itself) or 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 Servicer 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 SellerServicer, and the Seller Servicer guarantees the performance of such entity hereunder. In the event of such assignment by the SellerServicer, the Seller Servicer shall provide the Trustee and the Master Servicer with a written statement guaranteeing the successor entity's performance of the SellerServicer's obligations under the Agreement. 2219. A new Section 12.11 (Intended Third Party Beneficiaries) is hereby added to read as follows:

Termination Upon Transfer of Servicing. Termination Procedures) is hereby amended by replacing all references to "Purchaser" with "Xxxxxx Lehman Brothers Holdings Inc." 20. Sections 8.01 (Indemnification) and 8.02 axx 0.02 (Limitation on Liability of Seller and Others) are replaced by the following: The Seller shall indemnify the Trust Fund, the Depositor, 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 Seller to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Seller immediately shall notify Xxxxxx Lehman Brothers Holdings Inc., the Depositor, the Master Servicer Xxxxxcer 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) 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 Seller shall follow any written instructions received from the Trustee in connection with such claim. The Trustee, from the assets of the Trust Fund, promptly shall reimburse the Seller for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way relates to the failure of the 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. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to Xxxxxx Lehman Brothers Holdings Inc., the Trust Fund, the DepositorDeposxxxx, the Trustee or the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement and at the written instruction of Xxxxxx Lehman Brothers Holdings Inc. or the Master Servicer, or for errors xxx xrrors in judgment, provided, however, that this provisions shall not protect the Seller or any such person against any breach of warranties or representations made herein, or failure to perform its obligation in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions 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. 21. The first paragraph of Section 8.03 (Limitation on Resignation and Assignment by Seller) is hereby amended and restated in its entirety to read as follows: The Seller shall neither assign this Agreement or the servicing 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, insurance and property inspection, in which case the Seller shall be fully liable for such tasks as if the Seller performed them itself) or 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. 22. A new Section 12.11 (Intended Third Party Beneficiaries) is hereby added to read as follows:

Termination Upon Transfer of Servicing. Termination Procedures) is hereby amended by replacing all references to "Purchaser" with "Xxxxxx Lehman Brothers Holdings Inc." 2017. Sections 8.01 (IndemnificationIndemnificaxxxx) and 8.02 (Limitation on Liability of Seller and Others) are is replaced by the following: The Seller Servicer shall indemnify the Trust Fund, the Depositor, 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 Seller Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Seller Servicer immediately shall notify Xxxxxx Lehman Brothers Holdings Inc., the Depositor, 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) 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 Seller Servicer shall follow any written instructions received from the Trustee in connection with such claim. The Trustee, from the assets of the Trust Fund, promptly shall reimburse the Seller Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way relates to the failure of the Seller Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. The Trust Fund shall indemnify the Seller Servicer 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 Servicer 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. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to Xxxxxx Brothers Holdings Inc., the Trust Fund, the Depositor, the Trustee or the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement and at the written instruction of Xxxxxx Brothers Holdings Inc. or the Master Servicer, or for errors in judgment, provided, however, that this provisions shall not protect the Seller or any such person against any breach of warranties or representations made herein, or failure to perform its obligation in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. In the event a dispute arises between an indemnified party and the Seller Servicer 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. 2118. The first paragraph of Section 8.03 (Limitation on Resignation and Assignment by Seller) is hereby amended and restated in its entirety to read as follows: The Seller Servicer shall neither assign this Agreement or the servicing 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, insurance and property inspection, in which case the Seller Servicer shall be fully liable for such tasks as if the Seller Servicer performed them itself) or 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 Servicer 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 SellerServicer, and the Seller Servicer guarantees the performance of such entity hereunder. In the event of such assignment by the SellerServicer, the Seller Servicer shall provide the Trustee and the Master Servicer with a written statement guaranteeing the successor entity's performance of the SellerServicer's obligations under the Agreement. 2219. A new Section 12.11 (Intended Third Party Beneficiaries) is hereby added to read as follows:

Termination Upon Transfer of Servicing. Termination Procedures) is hereby amended by replacing all references to "Purchaser" in the second and fourth paragraphs with "Xxxxxx Lehman Brothers Holdings Inc.Bank, FSB." 2029. Sections 8.01 (IndemnificationIndemxxxxxxtion) and 8.02 (Limitation on Liability of Seller and Others) are is replaced by the following: The Seller Servicer shall indemnify the Trust Fund, the Depositor, 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 Seller Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Seller Servicer immediately shall notify Xxxxxx Lehman Brothers Holdings Inc.Bank, the DepositorFSB, the Master Servicer and the anx xxx 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) 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 Seller Servicer shall follow any written instructions received from the Trustee in connection with such claim. The Trustee, from the assets of the Trust Fund, promptly shall reimburse the Seller Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way relates to the failure of the Seller Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. The Trust Fund shall indemnify the Seller Servicer 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 Servicer 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. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to Xxxxxx Brothers Holdings Inc., the Trust Fund, the Depositor, the Trustee or the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement and at the written instruction of Xxxxxx Brothers Holdings Inc. or the Master Servicer, or for errors in judgment, provided, however, that this provisions shall not protect the Seller or any such person against any breach of warranties or representations made herein, or failure to perform its obligation in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. In the event a dispute arises between an indemnified party and the Seller Servicer 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. 2130. The first paragraph of Section 8.03 (Limitation on Resignation and Assignment by Seller) is hereby amended and restated in its entirety to read as follows: The Seller Servicer shall neither assign this Agreement or the servicing 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, insurance and property inspection, in which case the Seller Servicer shall be fully liable for such tasks as if the Seller Servicer performed them itself) or 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 Servicer 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 SellerServicer, and the Seller Servicer guarantees the performance of such entity hereunder. In the event of such assignment by the SellerServicer, the Seller Servicer shall provide the Trustee and the Master Servicer with a written statement guaranteeing the successor entity's performance of the SellerServicer's obligations under the Agreement. 2231. Section 11.01 (Events of Default) is hereby amended as follows: (a) Amending Subsection 11.01(f) 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 Mastex Xxxxicer has xxx xxrminated 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 xx xxe absencx xx xxch approval; or". (b) Replacing the last paragraph thereof with the following: Upon receipt by the Servicer of such written notice, all authority and power of the Servicer 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 Bank, FSB and the Master Servicer. Upon written request from the Seller, the Servicer 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 Servicer's sole expense. The Servicer shall cooperate with Lehman Brothers Bank, FSB and the Master Servicer xxx xuch successor in effecting the termination of the Servicer'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 Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. 32. The parties hereto acknowledge that the word "Purchaser" in Section 11.02 (Waiver of Defaults) shall refer to the "Master Servicer with the prior consent of the Trustee." 33. A new Section 12.11 11.03 (Intended Third Party BeneficiariesTermination Without Cause) is hereby added to read as follows:

Termination Upon Transfer of Servicing. Termination Procedures) is hereby amended by replacing all references to "Purchaser" in the second and fourth paragraphs with "Xxxxxx Brothers Holdings Inc." 20. Sections 8.01 (Indemnification) and 8.02 (Limitation on Liability of Seller and Others) are replaced by the following: The Seller Servicer shall indemnify the Trust Fund, the Depositor, 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 Seller Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Seller Servicer immediately shall notify Xxxxxx Brothers Holdings Inc., the Depositor, 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) 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 Seller Servicer shall follow any written instructions received from the Trustee in connection with such claim. The Trustee, from the assets of the Trust Fund, promptly shall reimburse the Seller Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way relates to the failure of the Seller Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. The Trust Fund shall indemnify the Seller Servicer 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 Servicer 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. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to Xxxxxx Brothers Holdings Inc., the Trust Fund, the Depositor, the Trustee or the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement and at the written instruction of Xxxxxx Brothers Holdings Inc. or the Master Servicer, or for errors in judgment, provided, however, that this provisions shall not protect the Seller or any such person against any breach of warranties or representations made herein, or failure to perform its obligation in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. In the event a dispute arises between an indemnified party and the Seller Servicer 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. 21. The first paragraph of Section 8.03 (Limitation on Resignation and Assignment by Seller) is hereby amended and restated in its entirety to read as follows: The Seller Servicer shall neither assign this Agreement or the servicing 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, insurance and property inspection, in which case the Seller Servicer shall be fully liable for such tasks as if the Seller Servicer performed them itself) or 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 Servicer 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 SellerServicer, and the Seller Servicer guarantees the performance of such entity hereunder. In the event of such assignment by the SellerServicer, the Seller Servicer shall provide the Trustee and the Master Servicer with a written statement guaranteeing the successor entity's performance of the SellerServicer's obligations under the Agreement. 22. A new Section 12.11 (Intended Third Party Beneficiaries) is hereby added to read as follows:

Termination Upon Transfer of Servicing. Termination Procedures) is hereby amended by replacing all references to "Purchaser" with "Xxxxxx Lehman Brothers Holdings Inc." 2017. Sections 8.01 (Indemnification) and 8.02 axx 0.02 (Limitation on Liability of Seller and Others) are is replaced by the following: The Seller Servicer shall indemnify the Trust Fund, the Depositor, 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 Seller Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Seller Servicer immediately shall notify Xxxxxx Lehman Brothers Holdings Inc., the Depositor, the Master Servicer Xxxxxcer 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) 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 Seller Servicer shall follow any written instructions received from the Trustee in connection with such claim. The Trustee, from the assets of the Trust Fund, promptly shall reimburse the Seller Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way relates to the failure of the Seller Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. The Trust Fund shall indemnify the Seller Servicer 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 Servicer 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. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to Xxxxxx Brothers Holdings Inc., the Trust Fund, the Depositor, the Trustee or the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement and at the written instruction of Xxxxxx Brothers Holdings Inc. or the Master Servicer, or for errors in judgment, provided, however, that this provisions shall not protect the Seller or any such person against any breach of warranties or representations made herein, or failure to perform its obligation in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. In the event a dispute arises between an indemnified party and the Seller Servicer 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. 2118. The first paragraph of Section 8.03 (Limitation on Resignation and Assignment by Seller) is hereby amended and restated in its entirety to read as follows: The Seller Servicer shall neither assign this Agreement or the servicing 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, insurance and property inspection, in which case the Seller Servicer shall be fully liable for such tasks as if the Seller Servicer performed them itself) or 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 Servicer 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 SellerServicer, and the Seller Servicer guarantees the performance of such entity hereunder. In the event of such assignment by the SellerServicer, the Seller Servicer shall provide the Trustee and the Master Servicer with a written statement guaranteeing the successor entity's performance of the SellerServicer's obligations under the Agreement. 2219. A new Section 12.11 (Intended Third Party Beneficiaries) is hereby added to read as follows:

Termination Upon Transfer of Servicing. Termination Procedures) is hereby amended by replacing all references to "Purchaser" in the second and fourth paragraphs with "Xxxxxx Brothers Holdings Inc.Bank, FSB." 2029. Sections 8.01 (Indemnification) and 8.02 (Limitation on Liability of Seller and Others) are is replaced by the following: The Seller Servicer shall indemnify the Trust Fund, the Depositor, 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 Seller Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Seller Servicer immediately shall notify Xxxxxx Brothers Holdings Inc.Bank, the DepositorFSB, 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) 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 Seller Servicer shall follow any written instructions received from the Trustee in connection with such claim. The Trustee, from the assets of the Trust Fund, promptly shall reimburse the Seller Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way relates to the failure of the Seller Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement. The Trust Fund shall indemnify the Seller Servicer 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 Servicer 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. Neither the Seller nor any of the directors, officers, employees or agents of the Seller shall be under any liability to Xxxxxx Brothers Holdings Inc., the Trust Fund, the Depositor, the Trustee or the Master Servicer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement and at the written instruction of Xxxxxx Brothers Holdings Inc. or the Master Servicer, or for errors in judgment, provided, however, that this provisions shall not protect the Seller or any such person against any breach of warranties or representations made herein, or failure to perform its obligation in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. In the event a dispute arises between an indemnified party and the Seller Servicer 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. 2130. The first paragraph of Section 8.03 (Limitation on Resignation and Assignment by Seller) is hereby amended and restated in its entirety to read as follows: The Seller Servicer shall neither assign this Agreement or the servicing 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, insurance and property inspection, in which case the Seller Servicer shall be fully liable for such tasks as if the Seller Servicer performed them itself) or 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 Servicer 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 SellerServicer, and the Seller Servicer guarantees the performance of such entity hereunder. In the event of such assignment by the SellerServicer, the Seller Servicer shall provide the Trustee and the Master Servicer with a written statement guaranteeing the successor entity's performance of the SellerServicer's obligations under the Agreement. 22Section 11.01 (Events of Default) is hereby amended as follows: (a) Amending Subsection 11.01(f) in its entirety to read as follows: "the Interim 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 Interim Servicer under this Agreement and replaced the Interim 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 Servicer of such written notice, all authority and power of the Servicer 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 Bank, FSB and the Master Servicer. Upon written request from the Seller, the Servicer 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 Servicer's sole expense. The Servicer shall cooperate with Xxxxxx Brothers Bank, FSB and the Master Servicer and such successor in effecting the termination of the Servicer'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 Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans. 32. The parties hereto acknowledge that the word "Purchaser" in Section 11.02 (Waiver of Defaults) shall refer to the "Master Servicer with the prior consent of the Trustee." 33. A new Section 12.11 11.03 (Intended Third Party BeneficiariesTermination Without Cause) is hereby added to read as follows: