ANY OF ITS OTHER COVENANTS OR AGREEMENTS SET
FORTH IN THIS AGREEMENT OR IN ANY OF THE OTHER TRANSACTION DOCUMENTS TO WHICH IT
IS A PARTY WHICH CONTINUES UNREMEDIED FOR A PERIOD OF ONE (1) BUSINESS DAY (OR
SUCH LONGER PERIOD PROVIDED IN THE RELEVANT NOTICE TO THE TRS SERVICER) AFTER
THE DATE ON WHICH WRITTEN NOTICE OF SUCH FAILURE, REQUIRING THE SAME TO BE
REMEDIED, SHALL HAVE BEEN GIVEN TO THE TRS SERVICER BY UBS; OR
(3)
ANY REPRESENTATION, WARRANTY OR
CERTIFICATION MADE OR DEEMED MADE HEREIN OR IN ANY OF THE OTHER TRANSACTION
DOCUMENTS BY THE TRS SERVICER OR ANY CERTIFICATE FURNISHED TO UBS PURSUANT TO
THE PROVISIONS THEREOF, SHALL PROVE TO HAVE BEEN FALSE OR MISLEADING IN ANY
MATERIAL RESPECT AS OF THE TIME MADE OR FURNISHED; OR
(4)
AN ACT OF INSOLVENCY WITH RESPECT TO THE
TRS SERVICER OR ANY OF ITS AFFILIATES; OR
(5)
THE TRS SERVICER CEASES TO MEET THE
QUALIFICATIONS FOR MAINTAINING ALL AGENCY APPROVALS (AS DEFINED IN THE LOAN
PARTICIPATION AGREEMENT); OR
(6)
THE TRS SERVICER ATTEMPTS TO ASSIGN ITS
RIGHT TO SERVICING COMPENSATION HEREUNDER OR ATTEMPTS WITHOUT THE CONSENT OF UBS
TO SELL OR OTHERWISE DISPOSE OF ALL OR SUBSTANTIALLY ALL OF ITS PROPERTY OR
ASSETS OR TO ASSIGN ITS SERVICING RESPONSIBILITIES THIS AGREEMENT OR TO DELEGATE
ITS DUTIES THEREUNDER OR ANY PORTION THEREOF (TO OTHER THAN A SUB SERVICER); OR
(7)
THE TRS SERVICER OR ANY OF ITS AFFILIATES
FAILS TO OPERATE OR CONDUCT ITS BUSINESS OPERATIONS OR ANY MATERIAL PORTION
THEREOF IN THE ORDINARY COURSE, OR THE TRS SERVICER EXPERIENCES ANY OTHER
MATERIAL ADVERSE CHANGE IN ITS BUSINESS OPERATIONS OR FINANCIAL CONDITION,
WHICH, IN UBS'S SOLE DISCRETION, CONSTITUTES A MATERIAL IMPAIRMENT OF THE TRS
SERVICER'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER
RELATED DOCUMENT; OR
(8)
THE TRS SERVICER'S MEMBERSHIP IN MERS IS
TERMINATED FOR ANY REASON; OR
(9)
THE TRS SERVICER SHALL DEFAULT UNDER, OR
FAIL TO PERFORM AS REQUESTED UNDER, OR SHALL OTHERWISE MATERIALLY BREACH THE
TERMS OF ANY MATERIAL INSTRUMENT, AGREEMENT OR CONTRACT; OR
24
(10)
THE FAILURE OF A SECURITY (AS DEFINED IN THE
LOAN PARTICIPATION AGREEMENT) TO BE ISSUED FOR ANY REASON WHATSOEVER ON OR
BEFORE THE DATE ON WHICH SUCH SECURITY MUST BE ISSUED AND DELIVERED TO UBS);
(VII)
THE TRS SERVICER SHALL ADMIT IN WRITING ITS
INABILITY TO PAY ITS DEBTS GENERALLY AS THEY BECOME DUE, FILE A PETITION TO TAKE
ADVANTAGE OF ANY APPLICABLE INSOLVENCY, BANKRUPTCY OR REORGANIZATION STATUTE,
MAKE AN ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS, VOLUNTARILY SUSPEND PAYMENT
OF ITS OBLIGATIONS OR CEASE ITS NORMAL BUSINESS OPERATIONS FOR THREE BUSINESS
DAYS.
In each and every such case, so long as an Event of Default shall not have been
remedied or if UBS's obligations to repurchase all Mortgage Loans have been
accelerated pursuant to Section 7 of the Loan Repurchase Agreement (regardless
of whether the related Event of Default has later been remedied), in addition to
whatsoever rights UBS may have at law or