IN CLAUSE (I) ABOVE); OR
(III)
FAILURE BY THE REIT SERVICER TO
MAINTAIN ITS LICENSE TO DO BUSINESS IN ANY JURISDICTION WHERE THE MORTGAGE
PROPERTY IS LOCATED EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT ON (A) THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT
OR ANY OF THE MORTGAGE LOANS OR (B) THE ABILITY OF THE REIT SERVICER TO PERFORM
ITS DUTIES UNDER THIS AGREEMENT;
(IV)
A DECREE OR ORDER OF A COURT OR
AGENCY OR SUPERVISORY AUTHORITY HAVING JURISDICTION FOR THE APPOINTMENT OF A
CONSERVATOR OR RECEIVER OR LIQUIDATOR IN ANY INSOLVENCY, READJUSTMENT OF DEBT,
INCLUDING BANKRUPTCY, MARSHALING OF ASSETS AND LIABILITIES OR SIMILAR
PROCEEDINGS, OR FOR THE WINDING-UP OR LIQUIDATION OF ITS AFFAIRS, SHALL HAVE
BEEN ENTERED AGAINST THE REIT SERVICER AND SUCH DECREE OR ORDER SHALL HAVE
REMAINED IN FORCE UNDISCHARGED OR UNSTAYED FOR A PERIOD OF 60 DAYS; OR
(V)
THE REIT SERVICER SHALL CONSENT TO
THE APPOINTMENT OF A CONSERVATOR OR RECEIVER OR LIQUIDATOR IN ANY INSOLVENCY,
READJUSTMENT OF DEBT, MARSHALING OF ASSETS AND LIABILITIES OR SIMILAR
PROCEEDINGS OF OR RELATING TO THE REIT SERVICER OR OF OR RELATING TO ALL OR
SUBSTANTIALLY ALL OF ITS PROPERTY; OR
(VI)
FOR SO LONG AS MORTGAGEIT HOLDINGS
IS THE REIT SERVICER, THE OCCURRENCE AND CONTINUANCE OF A FACILITY DEFAULT OR
ANY OF THE FOLLOWING CIRCUMSTANCES OR EVENTS ("SERVICING TERMINATION EVENTS"):
(1)
ANY FAILURE BY THE REIT SERVICER TO
REMIT TO UBS (OR OTHER REGISTERED HOLDER OF A PARTICIPATION CERTIFICATE) WHEN
DUE ANY PAYMENT REQUIRED TO BE MADE UNDER THIS AGREEMENT OR SUCH PARTICIPATION
CERTIFICATE;
(2)
FAILURE BY THE REIT SERVICER DULY TO
OBSERVE OR PERFORM IN ANY MATERIAL RESPECT 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
REIT SERVICER) AFTER THE DATE ON
23
WHICH WRITTEN NOTICE OF SUCH FAILURE, REQUIRING THE SAME TO BE REMEDIED, SHALL
HAVE BEEN GIVEN TO THE REIT SERVICER BY UBS; OR
(1)
ANY REPRESENTATION, WARRANTY OR
CERTIFICATION MADE OR DEEMED MADE HEREIN OR IN ANY OF THE OTHER TRANSACTION
DOCUMENTS BY THE REIT 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
(2)
AN ACT OF INSOLVENCY WITH RESPECT TO
THE REIT SERVICER OR ANY OF ITS AFFILIATES; OR
(3)
THE REIT SERVICER CEASES TO MEET THE
QUALIFICATIONS FOR MAINTAINING ALL AGENCY APPROVALS (AS DEFINED IN THE LOAN
PARTICIPATION AGREEMENT); OR
(4)
THE REIT 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