AND DISCOVERED AFTER THE
RELATED SERVICING TRANSFER DATE SHALL IMMEDIATELY NOTIFY THE OTHER PARTIES;
(3)
IF A PROVEN MISAPPLIED PAYMENT WHICH OCCURRED PRIOR
TO THE RELATED SERVICING TRANSFER DATE CANNOT BE IDENTIFIED AND SAID MISAPPLIED
PAYMENT HAS RESULTED IN A SHORTAGE IN THE BLOCKED ACCOUNT OR ESCROW ACCOUNT, THE
REIT SERVICER SHALL BE LIABLE FOR THE AMOUNT OF SUCH SHORTAGE.
THE REIT
SERVICER SHALL REIMBURSE THE SUCCESSOR SERVICER FOR THE AMOUNT OF SUCH SHORTAGE
WITHIN THIRTY (30) DAYS AFTER RECEIPT OF WRITTEN DEMAND THEREFOR FROM THE
SUCCESSOR SERVICER;
(IX)
RECONCILIATION.
THE REIT SERVICER
SHALL, ON OR BEFORE THE RELATED SERVICING TRANSFER DATE, RECONCILE PRINCIPAL
BALANCES AND MAKE ANY MONETARY ADJUSTMENTS NECESSARY TO COMPLETE THE
RECONCILIATION.
ANY SUCH MONETARY ADJUSTMENTS WILL BE TRANSFERRED BETWEEN THE
REIT SERVICER AND THE SUCCESSOR SERVICER AS APPROPRIATE.
(X)
IRS FORMS.
THE REIT SERVICER
SHALL PREPARE AND FILE ALL IRS FORMS 1098, 1099 AND OTHER APPLICABLE FORMS AND
REPORTS WHICH ARE REQUIRED TO BE FILED WITH RESPECT TO THE PERIOD PRIOR TO THE
RELATED SERVICING TRANSFER DATE IN RELATION TO THE SERVICING AND OWNERSHIP OF
THE MORTGAGE LOANS.
THE REIT SERVICER SHALL PROVIDE COPIES OF SUCH FORMS TO UBS
UPON REQUEST AND SHALL REIMBURSE UBS FOR ANY COSTS OR PENALTIES INCURRED BY UBS
DUE TO THE REIT SERVICER'S FAILURE TO COMPLY WITH THIS PARAGRAPH.
THE REIT
SERVICER SHALL NOT BE RESPONSIBLE FOR THE PREPARATION OR FILING OF ANY SUCH
REPORTS WITH RESPECT TO ANY PERIOD COMMENCING ON OR AFTER THE RELATED SERVICING
TRANSFER DATE.
(XI)
MERS DESIGNATED MORTGAGE LOANS.
WITH RESPECT TO ANY MERS DESIGNATED MORTGAGE LOANS, THE MASTER SERVICER OR
SERVICER WILL MODIFY THE "SERVICER" AND ALL OTHER RELEVANT FIELDS IN THE MERS®
SYSTEM TO REFLECT THE TRANSFER OF SERVICING TO THE SUCCESSOR SERVICER, WHERE
APPLICABLE.
29
(B)
WITHIN TWO (2) BUSINESS DAYS AFTER THE REIT
SERVICER DELIVERS TO THE REIT SUB-TRUST AN INVOICE STATING THE AMOUNTS THEREOF,
THE REIT SUB-TRUST SHALL, OR SHALL CAUSE THE SUCCESSOR SERVICER TO, REIMBURSE
THE REIT SERVICER FOR ALL SERVICING ADVANCES NOT PREVIOUSLY REIMBURSED AND PAY
TO THE REIT SERVICER ANY SERVICING FEES THAT WERE NOT PREVIOUSLY RETAINED BY OR
PAID TO THE REIT SERVICER.
THE REIT SERVICER SHALL PROVIDE UBS WITH A COPY OF
ANY SUCH NOTICE THAT IT DELIVERS TO THE REIT SUB-TRUST AT THE TIME IT GIVE SUCH
NOTICE.
THE REIT SERVICER SHALL BE OBLIGATED TO DELIVER THE SERVICING FILES TO
UBS OR SUCCESSOR SERVICER WHETHER OR NOT ALL SUCH SERVICING ADVANCES SHALL HAVE
BEEN REIMBURSED AND ALL SUCH SERVICING FEES SHALL HAVE BEEN PAID, UPON THE
TERMINATION OF THE APPOINTMENT OF THE REIT SERVICER IN CONNECTION WITH AN EVENT
OF DEFAULT PURSUANT TO SECTION 8.01.
ANY INVOICE DELIVERED AS PROVIDED ABOVE
MAY BE SUPPLEMENTED BY ANOTHER INVOICE SPECIFYING ANY FURTHER AMOUNTS OF
UNREIMBURSED SERVICING ADVANCES AND UNPAID SERVICING FEES, WHICH SHALL BE PAID
IN THE SAME MANNER.
IN ADDITION, IF AND TO THE EXTENT THAT FROM AND AFTER THE
SERVICING TRANSFER DATE (OR SUCH EARLIER DATE THROUGH WHICH SERVICING ADVANCES
SHALL HAVE BEEN, FOR