its custody
of the contents of any Servicing File only in accordance with written
instructions from UBS, unless such release is required as incidental to: (i) the
REIT Servicer's servicing of the Mortgage Loans; or (ii) a release or
reconveyance pursuant to Section 6.02.
(C)
BOOKS & RECORDS.
TO THE EXTENT THAT THE
ORIGINAL DOCUMENTS ARE NOT REQUIRED FOR PURPOSES OF REALIZATION OF LIQUIDATION
PROCEEDS OR INSURANCE PROCEEDS, DOCUMENTS MAINTAINED BY THE REIT SERVICER MAY BE
IN THE FORM OF MICROFILM OR MICROFICHE OR SUCH OTHER RELIABLE MEANS OF
RECREATING ORIGINAL DOCUMENTS, INCLUDING BUT NOT LIMITED TO, OPTICAL IMAGERY
TECHNIQUES.
NOTWITHSTANDING THE SALE OF THE MORTGAGE LOANS TO THE REIT
SUB-TRUST, THE REIT SERVICER MAY MAINTAIN A COMPLETE COPY OF ALL MORTGAGE LOAN
FILES AT ITS OWN EXPENSE TO FULFILL STATE AND FEDERAL RECORD RETENTION
REQUIREMENTS APPLICABLE TO SUB PRIME MORTGAGE LENDERS AND/OR SERVICERS.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01
SERVICER REPRESENTATIONS AND
WARRANTIES.
The REIT Servicer represents and warrants to the REIT Sub-Trust, UBS and the
Owner Trustee that as of the date hereof, and as of each Purchase Date:
(A)
DUE ORGANIZATION AND AUTHORITY.
THE REIT
SERVICER IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE OF MARYLAND AND HAS ALL LICENSES NECESSARY TO CARRY
ON ITS BUSINESS AS NOW BEING CONDUCTED AND IS LICENSED, QUALIFIED AND IN GOOD
STANDING IN EACH STATE WHERE A MORTGAGED PROPERTY IS LOCATED IF THE LAWS OF SUCH
STATE REQUIRE LICENSING OR QUALIFICATION IN ORDER TO CONDUCT BUSINESS OF THE
TYPE CONDUCTED BY THE REIT SERVICER, AND IN ANY EVENT THE REIT SERVICER IS IN
COMPLIANCE WITH THE LAWS OF ANY SUCH STATE TO THE EXTENT NECESSARY TO ENSURE THE
ENFORCEABILITY OF THE RELATED MORTGAGE LOAN IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT; THE REIT SERVICER HAS THE FULL CORPORATE POWER AND AUTHORITY TO
EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM IN ACCORDANCE HEREWITH; THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT (INCLUDING ALL INSTRUMENTS
OF TRANSFER TO BE DELIVERED PURSUANT TO THIS AGREEMENT) BY THE REIT SERVICER AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN DULY AND
VALIDLY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION; THIS AGREEMENT EVIDENCES
THE VALID, BINDING AND ENFORCEABLE OBLIGATION OF THE REIT SERVICER; AND ALL
REQUISITE CORPORATE ACTION HAS BEEN TAKEN BY THE REIT SERVICER TO MAKE THIS
AGREEMENT VALID AND BINDING UPON THE REIT SERVICER IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS SUCH TERMS MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER SIMILAR LAWS AFFECTING THE RIGHTS OF CREDITORS GENERALLY AND
BY GENERAL PRINCIPALS OF EQUITY;
(B)
ORDINARY COURSE OF BUSINESS.
THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE IN THE
ORDINARY COURSE OF BUSINESS OF THE REIT SERVICER, AND THE TRANSFER, ASSIGNMENT
AND CONVEYANCE OF THE MORTGAGE NOTES AND THE MORTGAGES BY THE REIT SERVICER
PURSUANT TO THIS AGREEMENT ARE NOT SUBJECT TO THE BULK TRANSFER OR ANY SIMILAR
STATUTORY PROVISIONS IN EFFECT IN ANY APPLICABLE JURISDICTION;
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