OR ANY PORTION THEREOF (TO OTHER THAN A SUB SERVICER); OR
(5)
THE REIT 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 REIT 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 REIT
SERVICER'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER
RELATED DOCUMENT; OR
(6)
THE REIT SERVICER'S MEMBERSHIP IN MERS
IS TERMINATED FOR ANY REASON; OR
(7)
THE REIT 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
(8)
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 REIT 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 Sale Agreement (regardless of
whether the related Event of
24
Default has later been remedied), in addition to whatsoever rights UBS may have
at law or equity to damages, including injunctive relief and specific
performance, UBS, by notice in writing to the REIT Servicer (which UBS may in
its discretion give and shall give if requested to do so by the Majority
Investors), may terminate all the rights and obligations of the REIT Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
(a) immediately, in the case of any Event of Default referred to in the Loan
Sale Agreement or (b) upon payment of all monies otherwise owed hereunder to the
REIT Servicer (e.g. Servicing Advances) in any other case; provided that, if a
termination occurs immediately, pursuant to clause (a) of this sentence, the
REIT Servicer's right to receive all monies otherwise owed hereunder to it in
respect of prior periods and, as provided in Section 10.01, all claims of any
other Person against the REIT Servicer, in respect of prior periods shall
survive the termination, subject to the following sentence.
Following the
occurrence and during the continuance of a Facility Default, the right of the
REIT Servicer to receive any monies hereunder shall be suspended and such
amounts shall be paid to UBS.
In all cases, the REIT Servicer's right to
receive any such monies shall be reduced by all amounts, if any, which at the
time