Common use of Amendments to Article III Clause in Contracts

Amendments to Article III. (a) The third sentence of Section 3.03(a) is hereby deleted and replaced in its entirety with the following: In the event that the Master Servicer, in its judgment, determines that a Servicer should be terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to such Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute grounds for such termination, the Master Servicer shall notify the Depositor and the Trustee thereof, and with respect to the SRO Servicer, the Master Servicer shall also notify the Servicing Rights Owner, and the Master Servicer shall issue such notice or take such other action as it deems appropriate and is consistent with Section 3.03(b) or, with respect to the SRO Servicer, Section 3.03(f) below. (b) The first sentence of Section 3.03(b) is hereby deleted and replaced in its entirety with the following: The Master Servicer, for the benefit of the Trust and the Certificateholders, shall enforce the obligations of each Servicer under the related Servicing Agreement, and shall, in the event that a Servicer fails to perform its obligations in accordance with the related Servicing Agreement, subject to the preceding paragraph, (a) for the SRO Servicer, act in accordance with Section 3.03(f) below and (b) for any other Servicer, terminate the rights and obligations of such Servicer thereunder and act as servicer of the related Mortgage Loans or enter into a new Servicing Agreement with a successor Servicer selected by the Master Servicer which the Master Servicer shall cause the Trustee to acknowledge; provided, however, it is understood and acknowledged by the parties hereto that there will be a period of transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor Servicer. (c) Section 3.03(c) is hereby deleted and replaced in its entirety with the following: To the extent that the costs and expenses of the Master Servicer related to any termination of a Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer or a successor Servicer with respect to any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the related Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, or with respect to the terminated SRO Servicer, are not fully and timely reimbursed by the terminated SRO Servicer (or, solely with respect to a termination of the SRO Servicer without cause, the Servicing Rights Owner), the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Distribution Account. (d) The following new Sections 3.03(f), 3.03(g) and 3.03(h) are added immediately following Section 3.03(e):