**Exhibit 10.20**

 

**CUSTODIAL AGREEMENT**

 

 

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**among**

**MORTGAGEIT, INC.**

**as a Seller,**

 

**MORTGAGEIT HOLDINGS, INC.**

**as a Seller,**

 

**MORTGAGEIT SPV I**

**as Trust,**

 

**UBS REAL ESTATE SECURITIES INC.,**

**as UBS**

 

**and**

 

**JPMORGAN CHASE BANK,**

**as the Custodian**

 

 

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**Dated as of**

**August 4, 2004**

 

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TABLE OF CONTENTS

 
| Section  1. | Definitions                                                                     |   |
|-------------|---------------------------------------------------------------------------------|--------|
|        |                                                                            |   |
| Section  2. | Delivery  of Documents by Trust.                                                |   |
|        |                                                                            |   |
| Section  3. | Custodian  as Custodian for, and Bailee of, UBS, Assignee and Warehouse Lender. |   |
|        |                                                                            |   |
| Section  4. | Certification  by Custodian; Delivery of Documents.                             |   |
|        |                                                                            |   |
| Section  5. | Funding  by the Takeout Investor.                                               |   |
|        |                                                                            |   |
| Section  6. | Default.                                                                        |   |
|        |                                                                            |   |
| Section  7. | Access  to Documents.                                                           |   |
|        |                                                                            |   |
| Section  8. | Custodian’s  Fees and Expenses; Successor Custodian; Standard of Care.     |   |
|        |                                                                            |   |
| Section  9. | Assignment  by UBS.                                                             |   |
|        |                                                                            |   |
| Section 10. | Insurance.                                                                      |   |
|        |                                                                            |   |
| Section 11. | Representations, Warranties and Covenants.                                      |   |
|        |                                                                            |   |
| Section 12. | No Adverse Interests.                                                           |   |
|        |                                                                            |   |
| Section 13. | Amendments.                                                                     |   |
|        |                                                                            |   |
| Section 14. | Execution in Counterparts.                                                      |   |
|        |                                                                            |   |
| Section 15. | Agreement for Exclusive Benefit of Parties;  Assignment.                        |   |
|        |                                                                            |   |
| Section 16. | Effect of Invalidity of Provisions.                                             |   |
|        |                                                                            |   |
| Section 17. | Governing Law.                                                                  |   |
|        |                                                                            |   |
| Section 18. | Consent to Service.                                                             |   |
|        |                                                                            |   |
| Section 19. | Submission to Jurisdiction.                                                     |   |
|        |                                                                            |   |
| Section 20. | Jurisdiction Not Exclusive.                                                     |   |
|        |                                                                            |   |
| Section 21. | WAIVER OF JURY TRIAL.                                                           |   |
|        |                                                                            |   |
| Section 22. | Notices.                                                                        |   |

 

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| Section 23. | Certification.              |   |
|-------------|-----------------------------|--------|
|        |                        |   |
| Section 24. | Authorized Representatives. |   |
|        |                        |   |
| Section 25. | Construction.               |   |
|        |                        |   |
| Section 26. | No Recourse.                |   |

 
| Exhibit  A  | Dry  Submission Package                                          |
|-------------|------------------------------------------------------------------|
| Exhibit B-1 | Cash Window Submission Package                                   |
| Exhibit B-2 | Freddie Mac Document List                                        |
| Exhibit B-3 | Fannie Mae Document List                                         |
| Exhibit B-4 | Fannie Mae Bailee Letter                                         |
| Exhibit C-1 | Conduit Submission Package                                       |
| Exhibit C-2 | Conduit Bailee Letter                                            |
| Exhibit D   | Conversion Submission Packages                                   |
| Exhibit E   | Request for Certification                                        |
| Exhibit F   | Document Codes                                                   |
| Exhibit G-1 | Warehouse Lender’s Release                                  |
| Exhibit G-2 | Warehouse Lender’s Wire Instructions                        |
| Exhibit H-1 | Trust’s Release                                             |
| Exhibit H-2 | Trust’s Wire Instructions                                   |
| Exhibit I-1 | UBS’s Wire Instructions to Trust                            |
| Exhibit I-2 | UBS’s Wire Instructions to Custodian                        |
| Exhibit I-3 | UBS’s Delivery Instructions to Custodian                    |
| Exhibit J   | Notice by Assignee to Custodian of UBS’s  Default           |
| Exhibit K   | Limited Power of Attorney                                        |
| Exhibit L   | Unidentified Mortgage Loans List                                 |
| Exhibit M   | Unidentified/Suspension Mortgage Loan  Directive                 |
| Exhibit N   | Form of Delivery Instructions                                    |
| Exhibit O   | UBS’s Instructions to Custodian to Destroy  Specified Files |
| Exhibit P   | [Reserved]                                                       |
| Exhibit Q   | Authorized Representatives of UBS                                |
| Exhibit R   | Authorized Representatives of Trust                              |
| Exhibit S   | Authorized Representatives of Custodian                          |
| Exhibit T   | Authorized Representatives of MortgageIT,  Inc.                  |
| Exhibit U   | Authorized Representatives of MortgageIT  Holdings, Inc.         |
| Schedule A  | List of Conduits                                                 |

 

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CUSTODIAL AGREEMENT

 

THIS CUSTODIAL AGREEMENT,dated as of the date set forth on the cover page hereof (as amended,supplemented or otherwise modified from time to time, “Agreement”), among UBSREAL ESTATE SECURITIES INC., as purchaser under the Loan Repurchase Agreement,the Loan Purchase Agreement and the Loan Participation Agreement, and as agentfor the purchasers and the noteholders under the Note Purchase Agreement (“UBS”),JPMORGAN CHASE BANK (“Custodian”), MortgageIT SPV I (“Trust”), MortgageIT, Inc.(“MortgageIT”) and MortgageIT Holdings, Inc. (“MortgageIT Holdings” togetherwith MortgageIT, “Sellers” (and each, individually, “Seller”)).

 

PRELIMINARY STATEMENT

 

Sellers and Trust areparties to a Loan Sale Agreement, dated as of the date hereof (as amended,supplemented or otherwise modified and in effect from time to time, the “LoanSale Agreement”), pursuant to which Sellers have agreed to sell, and Trust hasagreed to purchase, mortgage loans from time to time.

 

Trust acting with respectto the REIT Sub-Trust, UBS, and certain other entities are parties to a NotePurchase and Security Agreement, dated as of the date hereof (as amended,supplemented or otherwise modified and in effect from time to time, the “NotePurchase Agreement”), pursuant to which the Purchasers (as defined therein)),severally, have agreed, subject to the terms and conditions of the NotePurchase Agreement, to purchase the Notes issued thereunder by the REITSub-Trust, which will be secured by the REIT Mortgage Loans owned by the REITSub-Trust and will be held from time to time by the Noteholders (as definedtherein).  It is a condition precedentto the effectiveness of the Note Purchase Agreement that the parties heretoexecute and deliver this Custodial Agreement.

 

Trust acting with respectto the TRS Sub-Trust and UBS are parties to a Mortgage Loan RepurchaseAgreement, dated as of the date hereof (as amended, supplemented or otherwisemodified and in effect from time to time, the “Loan Repurchase Agreement”), aMortgage Loan Purchase Agreement, dated as of the date hereof (as amended,supplemented or otherwise modified and in effect from time to time, the “LoanPurchase Agreement”), and a Mortgage Loan Participation Agreement, dated as ofthe date hereof (as amended, supplemented or otherwise in effect from time totime, the “Loan Participation Agreement”) pursuant to which UBS has agreed topurchase, from time to time, at its sole election from the TRS Sub-Trust, TRSMortgage Loans or Participation Certificates (as defined in the LoanParticipation Agreement) evidencing ownership in the TRS Mortgage Loans.

 

UBS desires to haveCustodian take possession of the Mortgage Notes evidencing the Mortgage Loans,along with certain other documents specified herein, as the custodian for andbailee of UBS or any Assignees in accordance with the terms and conditionshereof.

 

The parties, intending tobe legally bound, agree as follows:

 

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Section 1.                                            Definitions.  Capitalized terms used but not definedherein shall have the meanings set forth in the Definitions List attached asSchedule 1 to the Loan Sale Agreement. As used in this Agreement, the following terms shall have the followingmeanings:

 

“Agency”:  Freddie Mac or Fannie Mae, as applicable.

 

“Applicable AgencyDocuments”:  The documents listed onExhibit B-2 or Exhibit B-3, as applicable.

 

“Applicable Guide”:  With respect to each Takeout Investor theapplicable guide published by such Takeout Investor setting forth therequirements each Mortgage Loan needs to satisfy in order to be eligible forpurchase by such Takeout Investor, as such guide may be amended or supplementedfrom time to time.

 

“Assignee”:  With respect to this Agreement and anyMortgage Loan, any assignee of UBS pursuant to a sale, pledge orrehypothecation of the Mortgage Loan.

 

“Assignment ofMortgage”:  An assignment of theMortgage, notice of transfer or equivalent instrument, in recordable form,which when recorded is sufficient under the laws of the jurisdiction where therelated Mortgaged Property is located to reflect of record the sale of aMortgage Loan.

 

“Bailee Letter”:  A Fannie Mae Bailee Letter or a ConduitBailee Letter, as applicable.

 

“Business Day”:  Any day other than (i) a Saturday, Sunday orother day on which banks located in the City of New York, New York areauthorized or obligated by law or executive order to be closed, or (ii) any dayon which UBS is closed for business, provided that notice thereof shall have beengiven not less than seven calendar days prior to such day.

 

“Cash Window SubmissionPackage”:  The documents listed onExhibit B-1, which shall be delivered by Trust, MortgageIT or MortgageITHoldings to Custodian in connection with each Cash Window Transaction.

 

“Cash WindowTransaction”:  A transaction initiatedby UBS’s delivery of a Request for Certification which identifies Fannie Mae orFreddie Mac as the Takeout Investor but does not include a Conversion Code.

 

“Certification”:  With respect to a Mortgage Loan, the fullperformance by Custodian of the procedures set forth in Sections 4(a) and 4(b).

 

“CertificationCode”:  A Mortgage Loan Absentee Code, aMortgage Loan Approval Code or a Mortgage Loan Suspension Code.

 

“CertificationReport”:  A Request for Certification towhich Custodian has added its Certification Codes and, when a CertificationCode indicates suspension, applicable Exception Codes, and which is transmittedby Custodian to UBS in an appropriate data layout provided by UBS.

 

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“Commitment”:  A commitment executed by Takeout Investorand MortgageIT on Takeout Investor’s letterhead evidencing Takeout Investor’sagreement to purchase one or more Mortgage Loans from MortgageIT and MortgageIT’sagreement to sell one or more Mortgage Loans to an investor in a forward tradeby the applicable Commitment Expiration Date.

 

“Commitment ExpirationDate”:  With respect to any Commitment,the expiration date thereof.

 

“Conduit”:  Any of the Entities listed on Schedule A, asamended or supplemented from time to time.

 

“Conduit BaileeLetter”:  The master bailee letter, inthe form of Exhibit C-2, for use by Custodian in connection with the deliveryof a Conduit Submission Package; provided, however, for the purposes ofdelivering the related Conduit Submission Package, excluding (i) a copy of theCommitment, (ii) the Warehouse Lender’s Release or Trust’s Release, asapplicable, and (iii) the original Assignment of Mortgage, in blank, to aConduit.

 

“Conduit SubmissionPackage”:  The documents listed onExhibit C-1, which shall be delivered by Trust, MortgageIT or MortgageITHoldings to Custodian under the Conduit Transaction.

 

“ConduitTransaction”:  A transaction initiatedby UBS’s delivery of a Request for Certification which identifies a Conduit asthe Takeout Investor but does not include a Conversion Code.

 

“Confirmation”:  A confirmation confirming a trade betweenMortgageIT or MortgageIT Holdings and Takeout Investor.

 

“Conversion Code”:  With respect to a Mortgage Loan, theconversion code set forth in Part II of Exhibit F, entered by UBS, along withthe Program Code, in the “PROG CODE” column of the related Request forCertification indicating that (i) such Mortgage Loan was previously acquired byUBS in a Dry Transaction and (ii) a Conversion Submission Package shall bereceived by Custodian on the applicable Delivery Date.

 

“Conversion SubmissionPackage”:  One of the sets of documentslisted on Exhibit D, which shall be delivered by Trust, MortgageIT orMortgageIT Holdings to Custodian in connection with each ConversionTransaction.

 

“ConversionTransaction”:  With respect to aMortgage Loan, a transaction initiated by UBS’s delivery to Custodian of aRequest for Certification containing a Conversion Code.  A Conversion Transaction shall always bepreceded by a Dry Transaction.

 

“CooperativeApartment”:  A dwelling unit in amulti-dwelling building owned or leased by a Cooperative Corporation, whichunit the Mortgagor has an exclusive right to occupy pursuant to the terms of aproprietary lease in accordance with the laws of the state in which thebuilding is located.

 

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“CooperativeCorporation”:  The entity that holdstitle (fee or an acceptable leasehold estate) to a Cooperative Apartment andwhich governs such Cooperative Apartment, which Cooperative Corporation mustqualify as a Cooperative Housing Corporation under Section 216 of the Code.

 

“CooperativeLoan”:  A Mortgage Loan evidenced by aMortgage Note and secured by a first lien against the Cooperative OwnershipInterest in a Cooperative Apartment and by the related Proprietary Lease.

 

“CooperativeOwnership Interest”:  With respect toany Cooperative Loan, the ownership interest in a single Cooperative Apartment,including (i) the shares issued by the related Cooperative Corporation, (ii)the leasehold interests in the Cooperative Apartment and (iii) all attendantright, title, and interest thereto.

 

“Cumulative PositionFile”:  A list of all Mortgage Loansheld by Custodian on each day which includes all information which would be onCustodian’s Certification Report and additionally includes the shippinginformation for each Mortgage Loan which has been released from Custodian’spossession (i.e., airbill number, federal express tracking code or otheridentifying information).

 

“Custodian”:  JPMorgan Chase Bank, a New York bankingcorporation, and its permitted successors hereunder.

 

“Delivery Date”:  With respect to a Mortgage Loan, the dateset forth on the related Request for Certification in the “DELIVERY DATE”column, which shall be either (1) the Note Purchase Date or (2) theBusiness Day on which Trust desires the applicable portion of the relatedSubmission Package be sent by Custodian to the Takeout Investor, i.e., oneBusiness Day prior to the Business Day on which Trust desires the applicableportion of the Submission Package to be received by the Takeout Investor.

 

“DeliveryDirective”:  With respect to eachMortgage Loan being offered for sale or being pledged by Trust to UBS pursuantto a Conduit Transaction or a Cash Window Transaction, the delivery directive,set forth in Part IV of Exhibit F, used by UBS in a notice delivered viaelectronic transmission in the form of Exhibit M, to direct Custodian todeliver the related Submission Package in accordance with the DeliveryInstructions.

 

“DeliveryInstructions”:  With respect to aMortgage Loan, instructions prepared by the Administrator, in the form ofExhibit N indicating the address for the delivery by Custodian of theapplicable portion of the related Submission Package.

 

“Dry SubmissionPackage”:  The documents listed onExhibit A, which shall be delivered by Trust or the related Seller to Custodianin connection with each Dry Transaction.

 

“Dry Transaction”:  A transaction initiated by UBS’s delivery toCustodian of a Request for Certification, which does not identify a TakeoutInvestor, and which does not include a Conversion Code.

 

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“Electronic Agent”:  The electronic agent identified in theElectronic Tracking Agreement.

 

“Electronic TrackingAgreement”:  The Electronic TrackingAgreement, dated as of August 4, 2004, among UBS, Trust, MortgageIT, MortgageITHoldings, an electronic agent and Mortgage Electronic Registration Systems,Inc., as the same shall be amended, supplemented or otherwise modified fromtime to time; provided that if no Mortgage Loans are or will be MERS DesignatedMortgage Loans, all references herein to the Electronic Tracking Agreementshall be disregarded.

 

“Entity”:  Any individual, corporation, partnership,joint venture, association, joint stock company, trust (including anybeneficiary thereof), unincorporated organization or government or any agencyor political subdivision thereof.

 

“Exception Code”:  Each of the exception codes set forth inPart V of Exhibit F, placed by Custodian on a Certification Report indicatingmissing documents, incomplete documents and deficiencies in documents reviewedby Custodian.

 

“Expected DeliveryDate”:  The date identified on a Requestfor Certification as the “Expected Delivery Date of Mortgage File”, which shallbe the date on which Trust, MortgageIT or MortgageIT Holdings has informed UBSthat a Submission Package will be received by Custodian from Trust, MortgageITor MortgageIT Holdings.

 

“Fannie Mae”:  Fannie Mae, or any successor thereto.

 

“Fannie Mae BaileeLetter”:  The master bailee letter, inthe form of Exhibit B-4, for use by Custodian in connection with the deliveryto Fannie Mae of the Cash Window Submission Package, excluding (i) the originalAssignment of Mortgage, in blank, (ii) the Warehouse Lender’s Release orTrust’s Release, as applicable, (iii) all modification agreements relating to aMortgage, (iv) the Delivery Instructions and (v) a copy of the Commitment.

 

“Fannie MaeCommitment”:  A commitment executed byFannie Mae and MortgageIT evidencing Fannie Mae’s agreement to purchase one ormore Mortgage Loans from MortgageIT and MortgageIT’s agreement to sell one ormore Mortgage Loans to Fannie Mae by the applicable Commitment Expiration Dateunder the Applicable Guide.

 

“Freddie Mac”:  Freddie Mac or any successor thereto.

 

“Freddie MacCommitment”:  A commitment executed byFreddie Mac and MortgageIT evidencing Freddie Mac’s agreement to purchase oneor more Mortgage Loans from MortgageIT and MortgageIT’s agreement to sell oneor more Mortgage Loans to Freddie Mac by the applicable Commitment ExpirationDate under the Applicable Guide.

 

“Hold Directive”:  With respect to each Mortgage Loan beingoffered by Trust for sale to UBS pursuant to a Conduit Transaction or a CashWindow Transaction, the hold directive, set forth in Part IV of Exhibit F,delivered by Trust via electronic transmission in a notice in the form ofExhibit M to direct Custodian to continue to hold the related SubmissionPackage.

 

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“HUD”:  The United States Department of Housing andUrban Development or any successor thereto.

 

“Limited Power ofAttorney”:  A limited power of attorney,in the form of Exhibit K, executed by Trust and delivered to Custodian,authorizing Custodian to prepare Mortgage Note endorsements in the formindicated thereon.

 

“Loan ParticipationAgreement”:  The Mortgage LoanParticipation Agreement, dated as of August 4, 2004, among the Trust actingwith respect to the TRS Sub-Trust, as seller, and UBS, as participant, asamended, supplemented or otherwise modified from time to time.

 

“Loan IdentificationData”:  The applicable informationregarding a Mortgage Loan, set forth on a Request for Certification, whichshall include UBS’s reference number, the name of UBS’s applicable program, theMortgage Loan number, the MERS Identification Number, the last name of theMortgagor, the address of the Mortgaged Property, the face amount of theMortgage Note, the number of months to maturity of the Mortgage Loan, and theinterest rate borne by the Mortgage Note and, solely with respect to CashWindow Transactions, Conduit Transactions and Conversion Transactions, the nameof the Takeout Investor, the sale price of the Mortgage Loan to the TakeoutInvestor, the commitment number, the Commitment Expiration Date, the DeliveryDate, the Release Payment, and the name of the Warehouse Lender.

 

“Losses”:  Any and all losses, claims, damages,liabilities or expenses (including reasonable attorneys’ fees) incurred by anyperson specified; provided, however, that “Losses” shall not include losses,claims, damages, liabilities or expenses which would have been avoided had suchperson taken reasonable actions to mitigate such losses, claims, damages,liabilities or expenses.

 

“MERS Designated MortgageLoan”:  shall have the meaning assignedto such term in Section 3 of the Electronic Tracking Agreement; provided thatno Mortgage Loan shall be considered a MERS Designated Mortgage Loan unless anElectronic Tracking Agreement shall have been entered into.

 

“MERS IdentificationNumber”:  The eighteen digit numberpermanently assigned to each MERS Designated Mortgage Loan.

 

“MERS ProceduresManual”:  The MERS Procedures Manualattached as Exhibit B to the Electronic Tracking Agreement, as it may beamended, supplemented or otherwise modified from time to time.

 

“MERS Report”:  The schedule listing MERS DesignatedMortgage Loans and other information prepared by the Electronic Agent pursuantto the Electronic Tracking Agreement.

 

“MERS® System”:  The Electronic Agent’s mortgage electronicregistry system, as more particularly described in the MERS Procedures Manual.

 

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“Mortgage”:  A mortgage, deed of trust or other securityinstrument creating a  first or secondlien on an estate in fee simple in real property securing a Mortgage Note.

 

“Mortgage Loan”:  A first or second lien, residential,one-to-four family mortgage loan originated in accordance with the UnderwritingGuidelines that is subject to this Agreement. For the purpose of this Agreement, a Mortgage Loan shall be a REITMortgage Loan or a TRS Mortgage Loan, but shall not include a TRS Mortgage Loanthat is subject to the Loan Participation Agreement.

 

“Mortgage Loan AbsenteeCode”:  The mortgage loan absentee code,set forth in Part III of Exhibit F, placed by Custodian on a CertificationReport to notify UBS that a Submission Package related to a Mortgage Loanlisted on a Request for Certification is not in Custodian’s possession.

 

“Mortgage Loan ApprovalCode”:  The mortgage loan approval code,set forth in Part III of Exhibit F, placed by Custodian on a CertificationReport to notify UBS that Custodian’s review of the applicable items in aSubmission Package is complete and that such items satisfy all the applicablerequirements set forth in Section 4(a) and Section 4(b).

 

“Mortgage Loan SuspensionCode”:  The mortgage loan suspensioncode, set forth in Part III of Exhibit F, placed by Custodian on aCertification Report to notify UBS that Custodian’s review of the SubmissionPackage has determined that one or more of the documents in the SubmissionPackage are missing, incomplete or incorrect and/or do not satisfy one or moreof the requirements set forth in Section 4(a) or Section 4(b).

 

“Mortgage Note”:  The note or other evidence of theindebtedness of a Mortgagor secured by a Mortgage.

 

“MortgagedProperty”:  The real property subject tothe lien of the Mortgage securing a Mortgage Note.

 

“Mortgagor”:  The obligor on a Mortgage Note.

 

“Note PurchaseDate”:  With respect to a REIT MortgageLoan, the date on which a Note Purchase is made under the Note PurchaseAgreement as contemplated in Section 2 thereto.

 

“Notice ofBailment”:  A notice, in the form ofSchedule A to Exhibit B-4 or C-2, as applicable, delivered by Custodian toTakeout Investor in connection with each delivery to Takeout Investor of theapplicable portion of each Submission Package.

 

“Officer’sCertificate”:  With respect toMortgageIT or MortgageIT Holdings, a certificate signed by the Chairman of theBoard or the Vice Chairman of the Board or a President or a Vice President andby the Treasurer or the Secretary or one of the Assistant Treasurers orAssistant Secretaries of MortgageIT or MortgageIT Holdings, as applicable, anddelivered to UBS as required by this Agreement.

 

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“Payee Number”:  The code used by Fannie Mae to indicate thewire transfer instructions that will be used by Fannie Mae to purchase aMortgage Loan.

 

“Program Code”:  Each of the codes, set forth in Part I ofExhibit F, placed by UBS in the “PROG CODE” column of a Request forCertification indicating that the Mortgage Loan is being offered by MortgageITor MortgageIT Holdings to UBS in a Dry Transaction, Cash Window Transaction ora Conduit Transaction, as applicable.

 

“Proprietary Lease”:  With respect to any Cooperative Apartment, alease or occupancy agreement between a Cooperative Corporation and a holder ofthe related Cooperative Ownership Interest.

 

“Purchase Date”:  With respect to a TRS Mortgage Loan, thedate on which UBS purchases such Mortgage Loan from the TRS Sub-Trust.

 

“RecognitionAgreement”:  With respect to anyCooperative Loan, an agreement between the related Cooperative Corporation andthe originator of such Mortgage Loan to establish the rights of such originatorin the related Cooperative Apartment.

 

“REIT MortgageLoans”:  The Mortgage Loans sold byMortgageIT Holdings to the REIT Sub-Trust under the Loan Sale Agreement ortransferred into the REIT Sub-Trust under the Trust Agreement, which aresubject to the terms of the Note Purchase Agreement.

 

“Release Payment”:  The funds referred to in a WarehouseLender’s Release or Trust’s Release, as applicable.

 

“Request forCertification”:  A report detailing LoanIdentification Data supplied by MortgageIT or MortgageIT Holdings to UBS,transmitted by UBS to Custodian either via facsimile in the form of Exhibit Eor transmitted electronically in an appropriate data layout, regarding allMortgage Loans being offered for sale or being pledged by Trust to UBS.

 

“SecurityAgreement”:  With respect to anyCooperative Loan, the agreement between the owner of the related CooperativeOwnership Interest and the originator of the related Mortgage Note that definesthe terms of the security interest in such Cooperative Ownership Interest andthe related Proprietary Lease, which shall include any riders, addenda,assumption agreements, or modifications relating thereto.

 

“SubmissionPackage”:  With respect to each MortgageLoan, a Dry Submission Package, a Cash Window Submission Package, a Conduit SubmissionPackage or a Conversion Submission Package, as applicable.

 

“SuccessorServicer”:  An entity with the necessaryAgency Approvals, as the circumstances may require, and designated by UBS, inaccordance with the applicable Servicing Agreement, to replace GMAC MortgageCorporation as REIT Servicer under the REIT Servicing Agreement and/or toreplace MortgageIT as the TRS Servicer under the TRS Servicing Agreement.

 

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“Takeout Investor”:  A Person who has entered into an agreementwith MortgageIT to purchase one or more Mortgage Loan on its own behalf or onbehalf of a securitization trust or other securitization vehicle.

 

“TRS MortgageLoans”:  The Mortgage Loans sold byMortgageIT to the TRS Sub-Trust under the Loan Sale Agreement, which may becomesubject to the terms of the Loan Repurchase Agreement, the Loan PurchaseAgreement and/or the Loan Participation Agreement.

 

“Trust Agreement”:  The Trust Agreement dated as of August 4,2004, among MortgageIT, MortgageIT Holdings, and Wilmington Trust Company, asOwner Trustee, as amended, supplemented or otherwise modified from time totime.

 

“Trust’s Release”:  A letter, in the form of Exhibit H-1,delivered by the Administrator when no Warehouse Lender has an interest in aMortgage Loan, conditionally releasing all of Trust’s right, title and interestin such Mortgage Loan upon receipt of payment by Trust.

 

“Trust’s WireInstructions”:  The wire instructions,set forth in a letter in the form of Exhibit H-2, to be used for the payment offunds to Trust when no Warehouse Lender has an interest in the Mortgage Loansto which such payment relates.

 

“UBS”:  UBS Real Estate Securities Inc. and itssuccessors.

 

“UBS’s Wire Instructionsto Trust”:  The wire instructions, setforth on Exhibit I-1, specifying the account which shall be used for thepayment of all amounts due and payable by Trust to UBS hereunder.

 

“UBS’s Payment”:  The amount set forth on the Request forCertification in the “RELEASE PAYMENT” column.

 

“UBS’s Wire Instructionsto Custodian”:  The wire Instructionsdelivered by UBS to Custodian, in the form of Exhibit I-2, executed by UBS,receipt of which has been acknowledged by Custodian specifying the wire addresswhere all funds received in accordance with UBS’s Wire Instructions to Trustshall be transferred by Custodian.

 

“Underwriter”:  Any party, including but not limited to amortgage loan pool insurer, who underwrites a Mortgage Loan prior to itspurchase by UBS.

 

“Underwriter’sForm”:  A Fannie Mae / Freddie Mac Form1008/1077, HUD 92900WS, HUD92900.4, VA Form 26-6393, VA Form 26-1866, or amortgage loan pool insurance certificate, as applicable, completed by anUnderwriter with respect to a Mortgage Loan, indicating that such Mortgage Loancomplies with its underwriting requirements.

 

“Unidentified/SuspensionMortgage Loan Directive”:  A DeliveryDirective or a Hold Directive, as applicable.

 

“Unidentified MortgageLoans List”:  A list of Mortgage Loansfor which Custodian has received the related Submission Packages from Trust,MortgageIT or MortgageIT

 

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Holdings but which have not been identified by UBS ina Request for Certification.  Such listshall include, with respect to each Mortgage Loan, the information set forth inExhibit L.

 

“Warehouse Lender”:  Any lender providing financing (includingrepurchase facilities) to either MortgageIT or MortgageIT Holdings in anyfractional amount for the purpose of originating or purchasing Mortgage Loans,which lender has a security interest in such Mortgage Loans as collateral forthe obligations of MortgageIT or MortgageIT Holdings to such lender; provided,however, that the Warehouse Lender shall not include UBS.

 

“Warehouse Lender’sRelease”:  A letter, in the form ofExhibit G-l, from a Warehouse Lender to UBS, conditionally releasing all ofWarehouse Lender’s right, title and interest in certain Mortgage Loansidentified therein upon receipt of payment by Warehouse Lender.

 

“Warehouse Lender’s WireInstructions”:  The wire instructions,set forth in a letter in the form of Exhibit G-2, from a Warehouse Lender toUBS, setting forth wire instructions for all amounts due and payable to suchWarehouse Lender.

 

Section 2.                                            Deliveryof Documents by Trust.

 

(a)           Trustmay, before the first purchase by UBS under any of the Financing Documents of aNote or Mortgage Loan, as applicable, deliver to Custodian a Limited Power ofAttorney; provided, however, Custodian shall have noresponsibility or obligation to act under such Limited Power of Attorney.

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(b)           IfTrust desires to engage in Cash Window Transactions, prior to the first suchtransaction:

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(i)            relating to a Freddie MacCommitment, Trust shall deliver to UBS a copy of (i) Freddie Mac Form 1035(Custodial Agreement), if applicable, duly executed by the related custodianand Freddie Mac, (ii) Freddie Mac Form 3 (Summary Agreement) or such otherequivalent agreement as is acceptable to UBS, duly executed by Trust andFreddie Mac, and (iii) Freddie Mac Form 1 (Fixed-Rate Mortgage PurchaseContract Conventional Home Mortgages - Original Cash) or Freddie Mac Form 9(Fixed-Rate Mortgage Purchase Contract Conventional Home Mortgages – GoldCash), or Freddie Mac Form 2 (Adjustable Rate Purchase Contract ConventionalHome Mortgages); or

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(ii)           relating to a Fannie Mae Commitment,Trust shall deliver to UBS a copy of (i) Fannie Mae Form 2003 (CustodialAgreement) if applicable, duly executed by the related custodian and FannieMae, (ii) Fannie Mae Mortgage Selling and Servicing Contract, and Fannie MaeForm 482 (Designation of Payee – Wire Transfer Information), and (iii) either aStandard Mandatory Delivery Commitment or a Negotiated Mandatory DeliveryCommitment or a Negotiated Market-Rate Standby Commitment.

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(c)           Withrespect to each Mortgage Loan being offered for sale or being pledged to UBSpursuant to (i) a Dry Transaction, (ii) a Cash Window Transaction, (iii) aConduit Transaction or (iv) a Conversion Transaction, Trust shall deliver (orshall cause the related Seller to deliver) to Custodian a Submission Package onthe Expected Delivery Date.  In

 

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no event shall Trust deliver a Submission Package to Custodian laterthan 12:00 Noon New York City time on the related Delivery Date.

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Section 3.                                            Custodianas Custodian for, and Bailee of, UBS, Assignee and Warehouse Lender.

 

(a)           Withrespect to each Mortgage Note, each Assignment of Mortgage (except with respectto MERS Designated Mortgage Loans) and all other documents constituting eachSubmission Package that are delivered to Custodian or that at any time comeinto Custodian’s possession, Custodian, subject to the provisions of paragraphs(b) and (c) of this Section 3, shall act solely in the capacity of custodian for,and bailee of, UBS.  Custodian shall,subject to the provisions of paragraphs (b) and (c) of this Section 3 andexcept as otherwise required by Section 4, hold all documents constituting aSubmission Package received by it for the exclusive use and benefit of UBS, andshall make disposition thereof only in accordance with this Agreement and thedirections of UBS; and have no discretion or authority to act in a manner whichis in any respect contrary to its role as custodian with respect to itsobligations to UBS.  Custodian shallsegregate and maintain continuous custody of all documents constituting aSubmission Package received by it in secure and fireproof facilities inaccordance with customary standards for such custody and shall mark its booksand records to indicate that UBS is the owner of the Mortgage Loans and thatthe Submission Package is being held for UBS.

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(b)           UBShereby notifies Custodian that each Mortgage Loan pledged to or purchased byUBS shall be promptly assigned by UBS to Assignee, as of the date of Purchase,as described in Section 9.  Upon notice,in the form of Exhibit J, by Assignee to Custodian of UBS’s default, Assigneemay (i) require Custodian to act with respect to the related SubmissionPackages solely in the capacity of custodian for, and bailee of, Assignee, butnevertheless subject to and in accordance with the terms of this Agreement,(ii) require Custodian to hold such Submission Packages for the exclusive useand benefit of Assignee, (iii) assume the rights of UBS under this Agreement tofurnish instructions to Custodian as to the disposition of such SubmissionPackages and such rights shall be exercisable solely by Assignee and (iv) takeall such actions under the Electronic Tracking Agreement which are necessary toeffectuate any of the foregoing. Custodian shall give Assignee written acknowledgment to the effect setforth in (i), (ii) and (iii), by executing such notice and returning a copythereof to Assignee.  In the event that,prior to receipt of such notice from Assignee, Custodian delivered anySubmission Package to UBS, Takeout Investor or UBS’s designee, Custodian shallso notify Assignee, and Custodian shall not be deemed to hold such SubmissionPackage for Assignee unless and until such Submission Package is redelivered toCustodian.  The failure of Custodian togive the written acknowledgement referred to above shall not affect thevalidity of such assignment, pledge or grant of a security interest.  The effects of Assignee’s notice toCustodian set forth above shall continue until Custodian is otherwise notifiedin writing by Assignee.  The terms ofthis Agreement shall not apply to any Submission Package physically deliveredby Custodian to Assignee.

 

(c)           Trust,the related Seller and UBS acknowledge that Warehouse Lender, if any,identified from time to time in each Warehouse Lender’s Release to be receivedby Custodian pursuant to Section 2(c), is a warehouse lender for such relatedSeller.  Trust, the related Seller andUBS acknowledge that, in accordance with the terms of each Warehouse

 

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Lender’s Release to be received by Custodian pursuant to Section 2(c),pursuant to which each such Warehouse Lender conditionally releases itssecurity interest in the Mortgage Loan referred to in the related WarehouseLender’s Release, such release shall not be effective until the Release Paymentis received in accordance with the Warehouse Lender’s Wire Instructions.  Until receipt of a Release Payment, theinterest of the related Warehouse Lender in a Mortgage Loan shall continue andremain in full force and effect.

 

(d)           Ifany additional documents relating to the Submission Package come intoCustodian’s possession, the provisions of paragraphs (a), (b) and (c) of this Section3 shall apply to such additional documents in the same manner as suchprovisions apply to related Submission Package.

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(e)           UBSshall notify Custodian on each Business Day, of all Mortgage Loans purchased byor pledged to UBS on such Business Day which relate to this Agreement.

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(f)            Onor prior to 7:00 p.m. New York time, Custodian shall deliver to UBS aCumulative Position Report reflecting all Mortgage Loans held by custodian asof such time under this Agreement.

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Section 4.                                            Certificationby Custodian; Delivery of Documents.

 

(a)           Withrespect to each Mortgage Loan that shall be pledged or sold to UBS, UBS shalldeliver to Custodian a Request for Certification.  Upon receipt by Custodian of a Request for Certification,Custodian shall perform the following procedures with respect to each MortgageLoan listed on such Request for Certification:

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(i)            Custodian shall ascertain whether itis in possession of a Submission Package for each Mortgage Loan identified on aRequest for Certification.  If Custodianis not in possession of a Submission Package relating to a Mortgage Loanidentified on a Request for Certification, Custodian shall annotate itsCertification Report in the appropriate space provided with a Mortgage LoanAbsentee Code.  If Custodian is inpossession of Submission Packages delivered by Seller which do not relate toany of the Mortgage Loans listed on a Request for Certification, Custodianshall generate an Unidentified Mortgage Loans List and shall deliver such Listpromptly to UBS.  UBS shall deliver acopy of such Unidentified Mortgage Loans List to Seller.  No action shall be taken by Custodian, otherthan in accordance with Unidentified/ Suspension Mortgage Loan Directive or anotice in the form of Exhibit I 3, with respect to Mortgage Loans appearing onan Unidentified Mortgage Loans List until any such Mortgage Loans are includedin a Request for Certification.

 

(ii)           With respect to each Request forCertification Custodian shall:

 

(A)          verify the Loan Identification Dataappearing in (1) the “LAST NAME” column by comparing such Loan IdentificationData to the information in the Mortgage Note and Assignment of Mortgage, (2)the “NOTE DATE” (indicating any Mortgage Note with a date which is greater than30 days prior with the appropriate exception code), “FACE AMOUNT”, “# OF MONTHSTO MATURITY” and “NOTE RATE” columns by comparing such Loan

 

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Identification Data to the information in the MortgageNote and (3) the “MERS IDENTIFICATION NUMBER” column by comparing such LoanIdentification Data to each the information in the Mortgage Note;

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(B)           if the Program Code indicates a CashWindow Transaction, verify the Loan Identification Data appearing in the “LOAN#” column by comparing the related information in any of the related ApplicableAgency Documents;

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(C)           if the Program Code indicates a CashWindow Transaction, Conduit Transaction or Conversion Transaction, verify theLoan Identification Data appearing in the “TAKEOUT INVESTOR”, “SALE PRICE”,“COMMITMENT #”, and “COMMITMENT EXPIRATION DATE” columns by comparing such LoanIdentification Data to the information appearing in the Commitment; and

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(D)          if the Program Code indicates a CashWindow Transaction or a Conduit Transaction, verify the Loan IdentificationData appearing in the “WAREHOUSE LENDER” column by comparing such LoanIdentification Data to the information appearing in the Warehouse Lender’sRelease or Trust’s Release, as applicable.

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After applying the applicable procedures set forth inclauses (A), (B) and (C) above, any discrepancies between the LoanIdentification Data and documents comprising the Submission Package shall benoted by Custodian in the appropriate column immediately below each item ofLoan Identification Data.

 

(b)           Withrespect to each Request for Certification, following completion by Custodian ofthe procedures set forth in Section (4)(a):

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(i)            Custodian shall review eachapplicable set of documents comprising the Submission Package and shallascertain whether (A) each such document is in Custodian’s possession, (B) eachsuch document accurately conforms with the Loan Identification Data set forthin the Request for Certification or as modified by any notations supplied byCustodian pursuant to Section 4(a)(ii), (C) each such document appears regularon its face, (D) each such document in the Submission Package appears on itsface to conform to the requirements of Exhibit A, Exhibit B-l, Exhibit C-1 orExhibit F, as applicable, (E) unless the Program Code indicates either a DryTransaction or a Conversion Transaction, the Mortgage Loan is listed on aschedule attached to a Warehouse Lender’s Release or a Trust’s Release as thecase may be, (F) either (1) if the Release Payment is a dollar amount, theamount appearing in the “RELEASE PAYMENT” column on the Request forCertification is equal to or exceeds the Release Payment, or (2) if the ProgramCode indicates either a Dry Transaction or a Conversion Transaction, or if theRelease Payment is a formula, as indicated in Exhibit G 1, Custodian need notverify the amount, if any, appearing in the “RELEASE PAYMENT” column and (G)(1) with respect to the wire transfer instructions as set forth in Freddie MacForm 987 (Wire Transfer Authorization for a Cash Warehouse Delivery) such wiretransfer instructions are identical to UBS’s Wire Instructions to Seller or (2)the Payee

 

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Number set forth on Fannie Mae Form 1068 (Fixed-Rate,Graduated-Payment, or Growing-Equity Mortgage Loan Schedule) or Fannie Mae Form1069 (Adjustable-Rate Mortgage Loan Schedule), as applicable, is identical tothe Payee Number that has been identified by UBS in the Request forCertification.

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(ii)           If Custodian determines that thedocuments in the Submission Package and the Mortgage Loan to which they relateconform in all respects with Section 4(b)(i), Custodian shall so indicate inthe space provided in its Certification Report with a Mortgage Loan ApprovalCode.  If Custodian determines that thedocuments in a Submission Package and the Mortgage Loan to which they relateconform in all respects with Section 4(b)(i) except that the endorsement of theMortgage Note is missing, Custodian may, but shall not be obligated to, preparesuch endorsement pursuant to the Limited Power of Attorney.  If documents in the Submission Package donot conform in all respects with Section 4(b)(i) or are missing and/or do notconform, Custodian shall annotate its Certification Report with a Mortgage LoanSuspension Code followed by each applicable Exception Code such that UBS isinformed of each and every missing document and/or non-conformity in the spaceprovided in its Certification Report.

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(c)           Custodianshall use its reasonable efforts to perform a Certification with respect to anySubmission Package delivered after 12:00 Noon New York City time and by 5:30 pmon the related Delivery Date for which it has received a Request forCertification and, upon completion of its Certification, Custodian shalldeliver a Certification Report to UBS.

 

In connection withthe delivery of a Submission Package to a Takeout Investor, all applicabledocuments comprising a Submission Package relating to Mortgage Loans (exceptthe related Assignments of Mortgage which shall be retained by Custodian) withrespect to which Custodian has assigned a Mortgage Loan Approval Code shall bedelivered by Custodian in the form and specific order required by MortgageIT,via overnight courier in accordance with the Delivery Instructions on theapplicable Delivery Date and, except with respect to Mortgage Loans for whichFreddie Mac is the Takeout Investor, under cover of a fully completed Notice ofBailment prepared by Custodian in accordance with the terms of the BaileeLetter.  If MortgageIT fails to instructCustodian regarding the order and specific form for a delivery to TakeoutInvestor of such applicable documents, Custodian shall deliver such applicabledocuments in the original form and specific order received from Trust.  Custodian shall not deliver any SubmissionPackage to any potential Takeout Investor unless such Takeout Investor wasidentified by Trust to UBS on the Note Purchase Date or Purchase Date, asapplicable, in the Loan Identification Data or as agreed to in writing by UBS.  In those cases where a copy of anyintervening mortgage assignment, or an unrecorded original of any interveningmortgage assignment are delivered to Custodian, the related Seller shall causethe original of such instrument to be recorded.  In those cases where a copy of an original document has beendelivered to Custodian together with an officer’s certificate of the relatedSeller indicating that such document has been delivered for recordation,Custodian shall, no less frequently than one time per calendar month reviewsuch Submission Package to ascertain if the required document has beendelivered with the timeframe set forth in such officer’s certificate.  If Delivery Instructions direct Custodian todeliver any portion of a Submission Package to a location that is not TakeoutInvestor’s office, Custodian must receive UBS’s written consent to makedeliveries to such location prior to complying with such DeliveryInstructions.  Upon receipt of onewritten

 

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approval from UBS, such written approval shall, unless Custodianreceives a notice from UBS to the contrary, be deemed to apply to all DeliveryInstructions delivered in the future by Seller that list such location.  Following delivery by Custodian of theapplicable portion of a Submission File to Takeout Investor, all remainingdocuments comprising such Submission Package shall be held by Custodian untilreceipt by Custodian of written instructions from UBS to destroy suchdocuments.  Each month, UBS may, butshall not be obligated to, deliver to Custodian a notice in the form of ExhibitO, informing Custodian of all files that UBS has authorized Custodian todestroy.

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All applicable documents comprising a SubmissionPackage relating to Mortgage Loans with respect to which Custodian has assigneda Mortgage Loan Suspension Code shall be held by Custodian until receipt fromUBS of instructions.  On each BusinessDay during which a Mortgage Loan shall have a Mortgage Loan Suspension Codeassigned to it, UBS shall send to Custodian an Unidentified/Suspension MortgageLoan Directive with respect to such Mortgage Loan.

 

(d)           Atany time following the delivery of a Certification, in the event Custodianbecomes aware of any defect with respect to such Submission Package or therelated forms, including the return of documents to Custodian from TakeoutInvestor due to a defect in such documents, Custodian shall give prompt oralnotice of such defect to UBS, followed by a written specification thereof toUBS within one Business Day.  Inaddition, Custodian shall provide written notice to UBS in the event that anydocuments remain in the possession of a Takeout Investor for thirty (30) days.

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Section 5.                                            Fundingby the Takeout Investor.

 

Custodian shall promptly notify UBS, either electronicallyor by facsimile, upon receipt, in accordance with UBS’s Wire Instructions toSeller, of funds by Custodian.  Eachnotice shall identify all such funds by (i) the amount, (ii) the source fromwhich such funds were received and (iii) to the extent received by Custodian,MortgageIT’s name.  Unless Custodian isotherwise instructed by Assignee, Custodian shall promptly transfer such fundsto UBS in accordance with UBS’s Wire Instructions to Custodian.

 

Section 6.                                            Default.

 

If either Seller fails to fulfill any of itsobligations under the Loan Sale Agreement, the Note Purchase Agreement, theLoan Repurchase Agreement, the Loan Purchase Agreement, the Electronic TrackingAgreement or hereunder or in connection with the exercise by UBS of any remedy pursuantto Section 10 of the Note Purchase Agreement or Section 3 of the LoanRepurchase Agreement then, subject to the provisions of Section 3(c) hereof,UBS may, by notice to Custodian, (a) appoint Custodian as its delegee tocomplete the endorsements on the Mortgage Notes held by Custodian and tocomplete and record at UBS’s expense the related blank Assignments of Mortgagesrelating to the affected Mortgage Loan in accordance with UBS’s instructions,when applicable, (b) require Custodian to deliver to UBS, Takeout Investor orSuccessor Servicer the Submission Packages (or any portion thereof specified byUBS) in Custodian’s possession or under Custodian’s control to which thefailure relates, and (c)

 

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take such actions under the Electronic Tracking Agreement on behalf ofUBS as are necessary to effectuate the foregoing.

 

Section 7.                                            Accessto Documents.

 

Upon reasonable priorwritten notice to Custodian, UBS (or, if applicable, Assignee) and its agents,accountants, attorneys and auditors will be permitted during normal businesshours to examine and copy at their expense the Submission Packages, documents,records and other papers in possession of or under the control of Custodianrelating to any or all of the Mortgage Loans in which UBS has an interest.  Upon the request of UBS (or, if applicable,Assignee) and at the cost and expense of UBS (or, if applicable, Assignee),Custodian shall provide such UBS (or, if applicable, Assignee) with copies ofthe Mortgage Notes, Assignments of Mortgage and other documents in Custodian’spossession relating to any of the Mortgage Loans in which UBS (or, ifapplicable, Assignee) has an interest.

 

Section 8.                                            Custodian’sFees and Expenses; Successor Custodian; Standard of Care.

 

(a)           Itis understood that Sellers, jointly and severally, will be charged forCustodian’s fees for its services under this Agreement in such amounts and inthe manner set forth in the related Purchase Agreement.  Notwithstanding the foregoing, Custodian hasno lien on, and shall not attempt to place a lien on, any of the Mortgage Loansor proceeds thereof to secure the payment of its fees.

 

(b)           Subjectto the provisions of any other agreement between Custodian and UBS, Custodianmay only resign for cause.  Suchresignation shall take effect upon the earlier of (i) the appointment of asuccessor Custodian by UBS and delivery of all the Submission Packages and anyportion of the related documents in Custodian’s possession to the successorCustodian, and (ii) the delivery of all the Submission Packages and any portionof the related documents in Custodian’s possession to UBS or its designeepursuant to (c) below.

 

(c)           Inthe event of any such resignation, Custodian shall promptly transfer to thesuccessor Custodian all Submission Packages and related documents inCustodian’s possession and the successor Custodian shall hold SubmissionPackages and related documents in accordance with this Agreement.  If UBS directs the removal of Custodian, UBSshall be responsible for all expenses associated with the transfer of theSubmission Packages and any related documents in Custodian’s possession and forany fee of the successor Custodian in excess of the fees of the initialCustodian hereunder.  UBS shall have 90days in which to appoint and designate an acceptable successor Custodian.  If UBS fails to appoint a successorCustodian within such 90-day period, then Custodian shall deliver possessionand custody of the Submission Packages and any related Submission Packages inCustodian’s possession to UBS at the address specified on the cover pagehereof, or if a timely written designation is received by Custodian, to anydesignee of UBS.

 

(d)           Custodianshall have responsibility only for the Submission Packages and the contentsthereof which have been actually delivered to it and which have not beenreleased to Trust, either Seller, UBS, the Agency or Assignee or theirrespective agent or designee in

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accordance with this Agreement. The standard of care to be exercised by Custodian in the performance ofits duties under this Agreement shall be to exercise the same degree of care asCustodian exercises when it holds mortgage loan documents as security for itsown loans or its own mortgage warehouse loan customers.  Custodian is an agent, bailee and custodianonly and is not intended to be, nor shall it be construed to be (except only asagent, bailee and custodian), a representative, trustee or fiduciary of or foreither Trust, Seller, the Agency, UBS or Assignee.

 

(e)           Custodianshall incur no liability to any Entity for Custodian’s acts or omissionshereunder, except for liabilities which (i) arise from Custodian’s grossnegligence or willful misconduct or (ii) solely with respect to UBS, whicharise from Custodian negligently or intentionally failing to (A) issue anaccurate Certification Report; provided, however, any suchliability shall not be incurred with respect to the issuance of an inaccurateCertification Report if the defect causing such inaccuracy would not have beenascertainable by Custodian applying the procedures expressly set forth in thisAgreement, (B) timely deliver the Submission Package in accordance with theDelivery Instructions or UBS’s written instructions, as applicable, (C) preventthe loss, damage or destruction of any document included in a SubmissionPackage when held by Custodian, (D) perform its obligations under Section 5 or(E) comply with an Unidentified/Suspension Mortgage Loan Directive; provided,however, Custodian shall have no liability hereunder if Custodian’sfailure to perform resulted from the inaction or action of any other Entity,other than Entities that are affiliated with Custodian or are acting under thedirect control of Custodian. Custodian’s liability under this Agreement shall be limited to directdamages resulting from aforesaid.  Inaddition Custodian shall not be liable, directly or indirectly, for any losses,claims, damages, liabilities or expenses which would have been avoided had anyEntity making a claim taken reasonable action to mitigate such losses, claims,damages, liabilities or expenses or (2) special or consequential damages, evenif Custodian has been advised of the possibility of such damages; provided,however, that UBS’s direct damages resulting from a decline in themarket value of a Mortgage Loan shall not be deemed special or consequentialdamages.

 

(f)            Custodianshall be entitled to rely upon the advice of its legal counsel from time totime and shall not be liable for any action or inaction by it in reliance uponsuch advice.  Custodian also shall beentitled to rely upon any notice, document, correspondence, request ordirective received by it from Trust, either Seller, Takeout Investor, UBS or Assignee,as the case may be, that Custodian believes to be genuine and to have beensigned or presented by the proper and duly authorized officer or representativethereof, and shall not be obligated to inquire as to the authority or power ofany person so executing or presenting such documents or as to the truthfulnessof any statements set forth therein.

 

(g)           EachSeller, jointly and severally, hereby indemnifies, defends and holds Custodian,UBS, the Note Purchasers, the Noteholders, the Servicers and the Trust, andeach of their respective officers, directors, employees, agents, trustees andadvisors harmless from and against any claim, legal action, liability or lossthat is initiated against or incurred by it or them, including court costs andreasonable attorney’s fees and disbursements, in connection with Custodian’sperformance of its duties under this Agreement, including those involvingordinary negligence, but excluding those involving gross negligence or willfulmisconduct of Custodian.  The foregoingindemnification shall survive any resignation or removal of the Custodian orthe termination or assignment of this Custodial Agreement

 

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(h)           Custodianundertakes to perform such duties and only such duties as are specifically setforth in this Agreement, it being expressly understood that there are noimplied duties hereunder.

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Section 9.                                            Assignmentby UBS.

 

UBS may assign, pledge orgrant a security interest in any or all of its rights under this Agreement andthe Electronic Tracking Agreement  toone or more Assignees in connection with the assignment, pledge or grant of asecurity interest in a Mortgage Loan and the related Mortgage Loan andAssignment of Mortgage.  Trust and therelated Seller hereby irrevocably consent to such assignment.  Subject to any limitations in any agreementbetween Assignee and UBS, Assignee may, upon notice of UBS’s default asprovided in Section 3(b) hereof, directly enforce and exercise such rightsunder this Agreement that have been assigned or pledged to it or are thesubject of a security interest granted to it and, until otherwise notified byAssignee, UBS shall no longer have any of such rights.  Custodian shall assume that any assignmentfrom UBS to Assignee is subject to no limitations that are not expressly setforth in this Agreement.

 

Section 10.                                      Insurance.

 

Custodian shall, at itsown expense, maintain at all times during the existence of this Agreement (a)fidelity insurance, (b) theft of documents insurance, (c) forgery insurance and(d) errors and omissions insurance. All such insurance shall be in amounts,with standard coverage and subject to deductibles, all as is customary forinsurance typically maintained by banks which act as custodians and be in suchamounts and with insurance companies reasonably acceptable to UBS.  A certificate of the respective insurer asto each such policy, with a copy of such policy attached, shall be furnished toUBS, upon request, containing the insured’s statement or endorsement that suchinsurance shall not terminate prior to receipt by UBS, by registered mail, of30 days’ notice thereof.

 

Section 11.                                      Representations,Warranties and Covenants.

 

(a)           ByCustodian.  Custodian herebyrepresents and warrants to, and covenants with, Trust, each Seller and UBSthat, as of the date hereof and at all times while Custodian is performingservices under this Agreement:

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(i)            Custodian is duly organized, validlyexisting and in good standing under the laws of the jurisdiction of its incorporationor organization; and

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(ii)           Custodian has the full power andauthority to hold each Mortgage Loan and to execute, deliver and perform, andto enter into and perform its duties and obligations as contemplated by, thisAgreement, has duly authorized the execution, delivery and performance of thisAgreement and has duly executed and delivered this Agreement, and thisAgreement constitutes a legal, valid and binding obligation of Custodian,enforceable against it in accordance with its terms, except as the enforcementthereof may be limited by applicable receivership, conservatorship or similardebtor relief laws and except that certain equitable remedies may not beavailable regardless of whether enforcement is sought in equity or law.

 

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(iii)          Neither the execution and delivery byCustodian of this Agreement, nor the consummation by Custodian of any of thetransactions contemplated hereby, nor the fulfillment by Custodian of the termshereof, will conflict with, or violate, result in a material breach of orconstitute a material default (with or without notice or lapse of time, orboth) under (i) any term or provision of the Certificate of Incorporation orBy-laws of Custodian or any governmental rule applicable to Custodian or (ii)any term or provision of any indenture or other agreement or instrument, towhich Custodian is a party or by which Custodian or any material portion of itsproperties are bound.  No governmentalaction is required by or with respect to Custodian in connection with theexecution and delivery of this Agreement by Custodian or the consummation byCustodian of the transactions contemplated hereby.

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(b)           ByTrust.  Trust hereby represents andwarrants to, and covenants with, Custodian, each Seller and UBS that, as of thedate hereof and throughout the term of this Agreement:

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(i)            Trust is duly organized, validlyexisting and in good standing under the laws of the jurisdiction oforganization; and

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(ii)           Trust has the full power and authorityto hold each Mortgage Loan and to execute, deliver and perform, and to enterinto and consummate all transactions contemplated by, this Agreement, has dulyauthorized the execution, delivery and performance of this Agreement and hasduly executed and delivered this Agreement, and this Agreement constitutes alegal, valid and binding obligation of Trust, enforceable against it inaccordance with its terms, except as the enforcement thereof may be limited byapplicable receivership, conservatorship or similar debtor relief laws andexcept that certain equitable remedies may not be available regardless ofwhether enforcement is sought in equity or law.

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(c)           ByUBS.  UBS hereby represents andwarrants to, and covenants with, Custodian and Seller that, as of the datehereof and throughout the term of this Agreement:

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(i)            UBS is acquiring the Mortgage Loans,the Notes or the Participation Certificates for its own account only and notfor any other person;

 

(ii)           UBS considers itself a substantial,sophisticated institutional investor having such knowledge and experience infinancial and business matters that it is capable of evaluating the merits andrisks of investment in the Mortgage Loans;

 

(iii)          UBS has been furnished with allinformation regarding the related Mortgage Loans that it has requested fromSeller;

 

(iv)          UBS is duly organized, validlyexisting and in good standing under the laws of the jurisdiction of itsincorporation; and

 

(v)           UBS has the full power and authorityto hold each Mortgage Loan or Note, as applicable, and to execute, deliver andperform, and to enter into and consummate all transactions contemplated by,this Agreement, has duly authorized the

 

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execution, delivery and performance of this Agreementand has duly executed and delivered this Agreement, and this Agreementconstitutes a legal, valid and binding obligation of UBS, enforceable againstit in accordance with its terms, except as the enforcement thereof may belimited by applicable receivership, conservatorship or similar debtor relieflaws and except that certain equitable remedies may not be available regardlessof whether enforcement is sought in equity or law.

 

(d)           BySellers.  Each Seller herebyrepresents and warrants to, and covenants with, Custodian and UBS that, as ofthe date hereof and throughout the term of this Agreement:

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(i)            Such Seller is duly organized,validly existing and in good standing under the laws of the jurisdiction of itsincorporation; and

 

(ii)           Such Seller has the full power andauthority to hold each Mortgage Loan and to execute, deliver and perform, andto enter into and consummate all transactions contemplated by, this Agreement,has duly authorized the execution, delivery and performance of this Agreementand has duly executed and delivered this Agreement, and this Agreementconstitutes a legal, valid and binding obligation of such Seller, enforceableagainst it in accordance with its terms, except as the enforcement thereof maybe limited by applicable receivership, conservatorship or similar debtor relieflaws and except that certain equitable remedies may not be available regardlessof whether enforcement is sought in equity or law.

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Section 12.                                      NoAdverse Interests.

 

By its acceptance of eachSubmission Package, Custodian covenants and warrants to UBS that: (a) as of thedate of payment by UBS of the Release Payment, Custodian, solely in itscapacity as Custodian, (i) holds no adverse interests, by way of security orotherwise, in the related Mortgage Loan, and (ii) has no interest in or lienupon the Submission Packages which it holds as custodian for UBS; and(b) Custodian hereby waives and releases any such interest in suchMortgage Loan which it, acting solely in its capacity as Custodian, has orwhich it may thereafter acquire prior to the time of release of such MortgageLoan from the terms of this Agreement.

 

Section 13.                                      Amendments.

 

This Agreement may beamended only by written agreement of Trust, each Seller, UBS and Custodianexcept that, if this Agreement shall have been assigned by UBS with writtennotice of such assignment given to Trust, each Seller and Custodian, noamendment shall be effective unless the amendment is also signed byAssignee.  UBS shall give at least five(5) days’ prior written notice to Assignee of any proposed amendment to thisAgreement and shall furnish Assignee with a copy of each such amendment withinfive (5) days after it is executed and delivered.  This Agreement, together with the Exhibits, Schedules and otherwritings referred to herein or delivered pursuant hereto, constitutes theentire agreement between the parties hereto with respect to the subject matterhereof and supersedes all prior agreements and understandings, both written andoral, between the parties with respect to the subject matter hereof.

 

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Section 14.                                      Executionin Counterparts.

 

This Agreement may beexecuted in any number of counterparts, each of which shall be deemed anoriginal, but all of which shall constitute one and the same instrument.

 

Section 15.                                      Agreementfor Exclusive Benefit of Parties; Assignment.

 

This Agreement is for theexclusive benefit of the parties hereto and their respective successors andpermitted assigns hereunder and shall not be deemed to give any legal orequitable right, remedy or claim to any other person whatsoever.  This Agreement shall bind the parties heretoand their respective successors, but, except for the assignments provided inSections 3(b) and 9, shall not be assigned or pledged by any party without theprior written consent of the other parties. Written notice from Assignee to Custodian (with a copy to UBS) that UBShas defaulted in any material respect under any funding or loan agreementrelating to the financing of UBS’s purchase of Mortgage Loans shall beconclusive for all purposes of this Agreement and after receipt of such notice,Custodian shall act in accordance with the written instructions of the Assigneewith respect to the related Mortgage Files.

 

Section 16.                                      Effectof Invalidity of Provisions.

 

In case any one or moreof the provisions contained in this Agreement should be or become invalid,illegal or unenforceable in any respect, the validity, legality andenforceability of the remaining provisions contained herein or therein shall inno way be affected, prejudiced or disturbed thereby.

 

Section 17.                                      GoverningLaw.

 

This Agreement shall begoverned by and construed in accordance with the laws of the State of New York,without regard to conflict of laws rules.

 

Section 18.                                      Consentto Service.

 

Each party irrevocablyconsents to the service of process by registered or certified mail, postageprepaid, to it at its address given in or pursuant to Section 22.

 

Section 19.                                      Submissionto Jurisdiction.

 

With respect to any claimarising out of this Agreement each party (a) irrevocably submits to thenonexclusive jurisdiction of the courts of the State of New York and the UnitedStates District Court located in the Borough of Manhattan in New York City, and(b) irrevocably waives (i) any objection which it may have at any time to thelaying of venue of any suit, action or proceeding arising out of or relatinghereto brought in any such court, (ii) any claim that any such suit, action orproceeding brought in any such court has been brought in any inconvenient forumand (iii) the right to object, with respect to such claim, suit, action orproceeding brought in any such court, that such court does not havejurisdiction over such party.

 

21

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Section 20.                                      JurisdictionNot Exclusive.

 

Nothing herein will bedeemed to preclude any party hereto from bringing an action or proceeding inrespect of this Agreement in any other jurisdiction other than as set forth inSection 19.

 

Section 21.                                      WAIVEROF JURY TRIAL.

 

EACH PARTY HERETOIRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ANDALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATINGTO THIS AGREEMENT, ANY OTHER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

Section 22.                                      Notices.

 

Any notices, consents,directions and other communications given under this Agreement shall be inwriting and shall be deemed to have been duly given when delivered by facsimile(upon receipt of electronic confirmation) or electronic transmission,personally delivered or sent by overnight courier to the addresses of theparties hereto set forth on the signature pages hereof or such other address asany party shall give in a notice to the other parties pursuant to this Section22.

 

Section 23.                                      Certification.

 

Custodian herebyacknowledges that each time it enters the Approval Code on a Request forCertification in the “Approval Code” column, it is making an expressrepresentation and warranty to UBS that it has performed the Certification asspecified in Sections 4(a) and (b) with respect to the related Mortgage Loan.

 

Section 24.                                      AuthorizedRepresentatives.

 

Each individualdesignated as an authorized representative of UBS or its successors or assigns,Seller and Custodian, respectively (an “Authorized Representative”), isauthorized to give and receive notices, requests and instructions and todeliver certificates and documents in connection with this Agreement on behalfof UBS, Seller and Custodian, as the case may be, and the specimen signaturefor each such Authorized Representative, initially authorized hereunder, is setforth on Exhibits Q, R and S hereof, respectively.  From time to time, UBS, Seller and Custodian or their respective successorsor permitted assigns may, by delivering to the others a revised annex, changethe information previously given pursuant to this Section 24, but each of theparties hereto shall be entitled to rely conclusively on the then current annexuntil receipt of a superseding annex.

 

Section 25.                                      Construction.

 

The headings in thisAgreement are for convenience only and are not intended to influence itsconstruction.  References to Sectionsand Exhibits in this Agreement are to the Sections of and Exhibits to thisAgreement.  The Exhibits are part ofthis Agreement.  In this

 

22

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Agreement, the singular includes the plural, the plural the singular,and the words “and” and “or” are used in the conjunctive or disjunctive as thesense and circumstances may require.

 

Section 26.                                      NoRecourse.

 

It is expresslyunderstood and agreed by the parties hereto that (a) this Agreement is executedand delivered by Wilmington Trust Company, not individually or personally but solelyas trustee of Trust, in the exercise of the powers and authority conferred andvested in it, (b) each of the representations, undertakings and agreementsherein made on the part of Trust is made and intended not as personalrepresentations, undertakings and agreements by Wilmington Trust Company but ismade and intended for the purpose of binding only Trust, (c) nothing hereincontained shall be construed as creating any liability on Wilmington TrustCompany, individually or personally, to perform any covenant either expressedor implied contained herein, all such liability, if any, being expressly waivedby the parties hereto and by any Person claiming by, through or under theparties hereto and (d) under no circumstances shall Wilmington Trust Company bepersonally liable for the payment of any indebtedness or expenses of Trust orbe liable for the breach or failure of any obligation, representation, warrantyor covenant made or undertaken by Trust under this Agreement or any otherrelated documents.

 

23

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IN WITNESS WHEREOF,Trust, Seller, UBS and Custodian have caused this Agreement to be duly executedas of the date and year first above written.

 
|   | MORTGAGEIT SPV I                                      |
|--------|-------------------------------------------------------|
|   |                                                  |
|   |                                                  |
|   | By:                                                   | Wilmington Trust  Company, not in its  individual capacity, but solely as Owner Trustee  under the Trust Agreement |
|   |                                                  |
|   |                                                  |
|   | By:                                                   | /s/ Janel R.  Havrilla |   |
|   |                                                  | Name: Janel R.  Havrilla |
|   |                                                  | Title: Financial  Services Officer |
|   |                                                  |
|   | Address for  Notices:                                 |
|   |                                                  |
|   | MortgageIT SPV I                                      |
|   | c/o Wilmington  Trust Company                         |
|   | Rodney Square  North                                  |
|   | 1100 North  Market Street                             |
|   | Wilmington,  Delaware 19890                           |
|   | Attention:  Corporate Trust Administration       |
|   | Telecopy  No.:  (302) 636-4140 or (302) 636-4141 |
|   | Telephone  No.:  (302) 651-1000                  |
|   |                                                  |
|   | With a copy to:                                       |
|   |                                                  |
|   | MortgageIT SPV I                                      |
|   | c/o MortgageIT,  Inc.                                 |
|   | 33 Maiden Lane                                        |
|   | New York, NY  10038                                   |
|   | Attention:  Michael A. Zigrossi and John R. Cuti |
|   | Telecopier  No.:  (212) 651-4674                 |
|   | Telephone  No.:  (212) 651-4689                  |

 

----

 
|   | MORTGAGEIT, INC.                                      |
|--------|-------------------------------------------------------|
|   |                                                  |
|   |                                                  |
|   | By:                                                   | /s/ JOHN R. CUTI |   |
|   |                                                  | Name: John R.  Cuti |
|   |                                                  | Title: Secretary |
|   |                                                  |
|   | Address for  Notices:                                 |
|   |                                                  |
|   | 33 Maiden Lane                                        |
|   | New York, NY  10038                                   |
|   | Attention:  Michael A. Zigrossi and John R. Cuti |
|   | Telecopier  No.:  (212) 651-4674                 |
|   | Telephone  No.:  (212) 651-4689                  |
|   |                                                  |
|   |                                                  |
|   | MORTGAGEIT  HOLDINGS, INC.                            |
|   |                                                  |
|   |                                                  |
|   | By:                                                   | /s/ JOHN R. CUTI |   |
|   |                                                  | Name: John R.  Cuti |
|   |                                                  | Title: Secretary |
|   |                                                  |
|   | Address for  Notices:                                 |
|   |                                                  |
|   | 33 Maiden Lane                                        |
|   | New York, NY  10038                                   |
|   | Attention:  Michael A. Zigrossi and John R. Cuti |
|   | Telecopier  No.:  (212) 651-4674                 |
|   | Telephone  No.:  (212) 651-4689                  |

 

----

 
|   | UBS REAL ESTATE  SECURITIES INC.                   |
|--------|----------------------------------------------------|
|   |                                               |
|   |                                               |
|   | By:                                                | /s/ GEORGE A.  MANGIARACINA |   |
|   |                                               | Name: | George A.  Mangiaracina |
|   |                                               | Title: | Managing  Director |
|   |                                               |
|   |                                               |
|   | By:                                                | /s/ ROBERT  CARPENTER |   |
|   |                                               | Name: | Robert Carpenter |
|   |                                               | Title: | Director |
|   |                                               |
|   | Address for  Notices:                              |
|   |                                               |
|   | 1285 Avenue of  the Americas                       |
|   | New York, New  York 10019                          |
|   | Attention:                                         | Robert Carpenter |
|   |                                               | George A.  Mangiaracina |
|   | Telecopier  No.:  212-713-9607                |
|   | Telephone  No.:  212-713-3734 or 212-713-8749 |
|        |                                                    |  |  |  |  |

 

----

 
|   | JPMORGAN CHASE  BANK  |
|--------|-----------------------|
|   |                  |
|   |                  |
|   | By:                   | /s/ Mark Pullen |   |
|   |                  | Name: Mark  Pullen |
|   |                  | Title: Vice  President |
|   |                  |
|   | Address for  Notices: |
|   |                  |
|   | 4 New York Plaza      |
|   | (13th Floor)          |
|   | New York, NY  10004   |

 

----

 

EXHIBIT A

 

DRY SUBMISSION PACKAGE

 

With respect to eachMortgage Loan being offered for sale or being pledged by Trust to UBS, Trustshall deliver and release (or shall cause the related Seller to deliver andrelease) to Custodian the following documents:

 

##### (i)                       Theoriginal Mortgage Note bearing all intervening endorsements, endorsed “Pay tothe order of                  without recourse” and signed in the name of the last endorsee (the “LastEndorsee”) by an authorized Person (in the event that the Mortgage Loan wasacquired by the Last Endorsee in a merger, the signature must be in thefollowing form:  “[Last Endorsee],successor by merger to [name of predecessor]”; in the event that the MortgageLoan was acquired or originated by the Last Endorsee while doing business underanother name, the signature must be in the following form:  “[Last Endorsee], formerly known as[previous name]”);

#####  

##### (ii)                    A copy of theMortgage or, with respect to a Cooperative Loan, the Proprietary Lease, naming(i) such Seller, or, (ii) if such Seller was not the originator, the originatoror, (iii) with respect to MERS Designated Mortgage Loans, MERS, as the“mortgagee” or “beneficiary” thereof, and either bearing evidence that suchinstrument has been recorded in the appropriate jurisdiction where the propertywith respect to the Mortgage Property is located or a duplicate or conformedcopy of the Mortgage or Proprietary Lease, as applicable, together with acertificate from the recorder’s office, certifying that any such copyrepresents a true and correct reproduction of the original of such instrumentand that such original has been duly recorded or delivered for recordation in theappropriate records of the jurisdiction where the Mortgaged Property is locatedand, with respect to MERS Designated Mortgage Loans, the requirements set forthin the Electronic Tracking Agreement have been satisfied and Custodian shallconfirm that each MERS Designated Mortgage Loan has been issued a MERSIdentification Number;

#####  

##### (iii)                 If such Sellerdid not originate the Mortgage Loan, all original intervening assignments dulyexecuted and acknowledged and in recordable form, which together with the Assignmentof Mortgage, evidence the chain of mortgage assignments from the originator ofthe Mortgage Loan to such Seller, (or, in the case of a MERS DesignatedMortgage Loan, MERS), and/or copies of all such intervening mortgageassignments, together with a certificate from the recorder’s office, certifyingthat any such copy represents a true and correct reproduction of the originalof such instrument and that such original has been duly recorded in theappropriate records of the jurisdiction where the Mortgaged Property islocated;

 

A-1

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##### (iv)                Exceptin the case of a MERS Designated Mortgage Loan, the original Assignment ofMortgage in blank for each Mortgage Loan, in form and substance acceptable forrecording and signed in the name of the Last Endorsee (in the event that theMortgage Loan was acquired by the Last Endorsee in a merger, the signature mustbe in the following form:  “[LastEndorsee], successor by merger to [name of predecessor]”; in the event that theMortgage Loan was acquired or originated while doing business under anothername, the signature must be in the following form:  “[Last Endorsee], formerly known as [previous name]”);

#####  

##### (v)                   Theoriginal attorney’s opinion of title and abstract of title or the originalmortgagee title insurance policy, or if the original mortgagee title insurancepolicy has not been issued, the irrevocable commitment to issue the same;

#####  

##### (vi)                Withrespect to each Cooperative Loan:

#####  

(1)                                  theoriginal Security Agreement and the assignment of the Security Agreement inblank;

 

(2)                                  theoriginal stock certificate evidencing the ownership of the CooperativeApartment, endorsed or accompanied by a stock power relating to such stockcertificate executed in blank;

 

(3)                                  aRecognition Agreement in substantially the same form as the standard “AZTECH”form and the assignment of the Recognition Agreement (or a blanket assignmentof all Recognition Agreements) in blank;

 

(4)                                  copiesof the UCC-1 financing statement filed by the applicable originator of suchMortgage Loan as secured party and, if applicable, a filed UCC-3 assignment ofthe subject security interest showing a complete chain of title, together withan executed UCC-3 Assignment of such security interest by such Seller in a formsufficient for filing; and

 

(5)                                  suchother documents as are necessary for the perfection of a lien against therelated Cooperative Ownership Interest under applicable law; and

 

##### (vii)             Ifany of the above documents has been executed by a person holding a power ofattorney, an original or photocopy of such power certified by such Seller to bea true and correct copy thereof.

#####  

In the event thatTrust or the related Seller cannot deliver an original or copy of any document(certified by the recording office) submitted for recordation to theappropriate public recording office within the specified period due to a delaycaused by the recording office in the applicable jurisdiction, provided thatTrust or the related Seller shall deliver to UBS, within 180 days of theDelivery Date, an Officer’s Certificate which shall (i) identify the recorded document,(ii) state

 

A-2

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that the recordeddocument has not been delivered to Custodian due solely to a delay caused bythe public recording office, (iii) state the amount of time generally requiredby the applicable recording office to record and return a document submittedfor recordation, (iv) specify the anticipated date the applicable recordeddocument will be delivered to Custodian and (v) such document must be deliveredwithin 180 days of the related Delivery Date.

 

All documentsdelivered to Custodian have been and as to future deliveries will be placed bySeller in an appropriate file folder, properly secured, and clearly marked withSeller’s loan number identifying such Mortgage Loan.

 

In those caseswhere a copy of a Mortgage or Proprietary Lease, as applicable, or anyintervening mortgage assignment, or an unrecorded original of any interveningmortgage assignment are delivered to Custodian, Trust or the related Sellershall cause the original of such instrument to be recorded.

 

A-3

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EXHIBITB-1

 

CASH WINDOW SUBMISSION PACKAGE

 

Withrespect to each Mortgage Loan being offered for sale or being pledged by Trustto UBS pursuant to a Cash Window Transaction, Trust shall deliver and release(or shall cause the related Seller to deliver and release) to Custodian thefollowing documents:

 

###### (i)                       Theoriginal Mortgage Note bearing all intervening endorsements, endorsed “Pay tothe order of              without recourse” and signed in the name of the last endorsee (the “LastEndorsee”) by an authorized Person (in the event that the Mortgage Loan wasacquired by the Last Endorsee in a merger, the signature must be in thefollowing form:  “[Last Endorsee], successorby merger to [name of predecessor]”; in the event that the Mortgage Loan wasacquired or originated by the Last Endorsee while doing business under anothername, the signature must be in the following form:  “[Last Endorsee], formerly known as [previous name]”) and ifFreddie Mac is the Agency for the related Mortgage Loan, the Freddie Mac loannumber should appear on the top right hand corner of the Mortgage Note;

######  

###### (ii)                    Acopy of the Mortgage or, with respect to a Cooperative Loan, the Proprietary Lease,naming (i) such Seller, or, (ii) if such Seller was not the originator, theoriginator or, (iii) with respect to MERS Designated Mortgage Loans, MERS, asthe “mortgagee” or “beneficiary” thereof, and either bearing evidence that suchinstrument has been recorded in the appropriate jurisdiction where the propertywith respect to the Mortgage Property is located or a duplicate or conformedcopy of the Mortgage or Proprietary Lease, as applicable, together with acertificate from the recorder’s office, certifying that any such copyrepresents a true and correct reproduction of the original of such instrumentand that such original has been duly recorded or delivered for recordation inthe appropriate records of the jurisdiction where the Mortgaged Property islocated and, with respect to MERS Designated Mortgage Loans, the requirementsset forth in the Electronic Tracking Agreement have been satisfied; providedthat with respect to a MERS Designated Mortgage Loan, Custodian shall confirmthat such Mortgage Loan has been issued a MERS Identification Number;

######  

###### (iii)                 Ifsuch Seller did not originate the Mortgage Loan, all original interveningassignments duly executed and acknowledged and in recordable form, whichtogether with the Assignment of Mortgage, evidence the chain of mortgageassignments from the originator of the Mortgage Loan to such Seller, (or, inthe case of a MERS Designated Mortgage Loan, MERS), and/or copies of all suchintervening mortgage assignments, together with a certificate from the recorder’soffice, certifying that any such copy represents a true and correctreproduction of the original of such instrument and that such original has beenduly recorded in the appropriate records of the jurisdiction where theMortgaged Property is located;

 

B-1-1

----

 

###### (iv)                Exceptin the case of a MERS Designated Mortgage Loan, the original Assignment ofMortgage in blank (with respect to each Mortgage Loan (except MERS DesignatedMortgage Loans) that has been designated for sale to Fannie Mae, to Fannie Mae)for each Mortgage Loan, in form and substance acceptable for recording andsigned in the name of the Last Endorsee (in the event that the Mortgage Loanwas acquired by the Last Endorsee in a merger, the signature must be in thefollowing form:  “[Last Endorsee],successor by merger to [name of predecessor]”; in the event that the MortgageLoan was acquired or originated while doing business under another name, thesignature must be in the following form: “[Last Endorsee], formerly known as [previous name]”), ]”);

######  

###### (v)                   Ifany of the above documents has been executed by a person holding a power ofattorney, an original or photocopy of such power certified by such Seller to bea true and correct copy thereof.

######  

###### (vi)                Theoriginal attorney’s opinion of title and abstract of title or the originalmortgagee title insurance policy, or if the original mortgagee title insurancepolicy has not been issued, the irrevocable commitment to issue the same;

######  

###### (vii)             AWarehouse Lender’s Release, from any Warehouse Lender having a securityinterest in the Mortgage Loans or, if there is no Warehouse Lender with respectto such Mortgage Loans, a Trust’s Release, from such Seller, addressed to UBS,releasing any and all right, title and interest in such Mortgage Loans;

######  

###### (viii)          DeliveryInstructions;

######  

###### (ix)                  Acopy of a Confirmation;

######  

###### (x)                     TheApplicable Agency Documents, listed on Exhibit B-2 and Exhibit B 3; and

######  

###### (xi)                  Withrespect to each Cooperative Loan:

######  

(1)                                  theoriginal Security Agreement and the assignment of the Security Agreement inblank;

 

(2)                                  theoriginal stock certificate evidencing the ownership of the CooperativeApartment, endorsed or accompanied by a stock power relating to such stockcertificate executed in blank;

 

(3)                                  aRecognition Agreement in substantially the same form as the standard “AZTECH”form and the assignment of the Recognition Agreement (or a blanket assignmentof all Recognition Agreements) in blank;

 

B-1-2

----

 

(4)                                  copiesof the UCC-1 financing statement filed by the applicable originator of suchMortgage Loan as secured party and, if applicable, a filed UCC-3 assignment ofthe subject security interest showing a complete chain of title, together withan executed UCC-3 Assignment of such security interest by such Seller in a formsufficient for filing; and

 

(5)                                  suchother documents as are necessary for the perfection of a lien against therelated Cooperative Ownership Interest under applicable law.

 

In the event thatTrust or the related Seller cannot deliver an original or copy of any document(certified by the recording office) submitted for recordation to theappropriate public recording office within the specified period due to a delaycaused by the recording office in the applicable jurisdiction, provided thatTrust or the related Seller shall deliver to UBS, within 180 days of theDelivery Date, an Officer’s Certificate which shall (i) identify the recordeddocument, (ii) state that the recorded document has not been delivered toCustodian due solely to a delay caused by the public recording office, (iii)state the amount of time generally required by the applicable recording officeto record and return a document submitted for recordation, (iv) specify theanticipated date the applicable recorded document will be delivered toCustodian and (v) such document must be delivered within 180 days of therelated Delivery Date.

 

All documentsdelivered to Custodian will be placed by Seller in an appropriate file folder,properly secured, and clearly marked with Seller’s appropriate Freddie Mac orFannie Mae loan number identifying such Mortgage Loan in the form and orderrequired by the Agency.  In those caseswhere a copy of any intervening mortgage assignment, or an unrecorded originalof any intervening mortgage assignment are delivered to Custodian, Trust or therelated Seller shall cause the original of such instrument to be recorded.

 

B-1-3

----

 

EXHIBITB-2

 

FREDDIE MAC DOCUMENT LIST

 

(i)             FreddieMac Form 1034 (Custodial Certification Schedule).

 

(ii)          FreddieMac Form 996 (Warehouse Lender Release of Security Interest).(1)

 

(iii)       Freddie Mac Form 987 (Wire TransferAuthorization for a Cash Warehouse Delivery).

 

----

(1)                                  Consistingeither of the form submitted by Trust or the related to Custodian naming UBS asWarehouse Lender or substituted form completed by Custodian UBS as WarehouseLender.

 

B-2-1

----

 

EXHIBITB-3

 

FANNIE MAE DOCUMENT LIST

 

Fannie Mae Form 1068(Fixed-Rate, Graduated-Payment, or Growing-Equity Mortgage Loan Schedule) orFannie Mae Form 1069 (Adjustable-Rate Mortgage Loan Schedule).

 

B-3-1

----

 

EXHIBITB-4

 

[LETTERHEAD OF UBS]

 

FANNIE MAE MASTER BAILEE LETTER

 

              , 200   

 

JPMorgan Chase Bank

4 Metrotech Center

Brooklyn, New York 11245

Attention:  Mark Pullen

 

Ladies and Gentlemen:

 

Inconnection with its Conforming Whole Loan Purchase:  Cash Window Program, the undersigned UBS Real Estate SecuritiesInc. (“UBS”) shall from time to time, cause JPMorgan Chase Bank, as custodian(“Custodian”), to deliver to the Federal National Mortgage Association (“FannieMae”) original promissory notes (“Mortgage Notes”) evidencing certain mortgageloans (“Mortgage Loans”), along with certain other documents comprising therelated files (“Mortgage Documents”). Custodian is hereby instructed to prepare and insert a Notice ofBailment in the form of Schedule A hereto with respect to each MortgageLoan (“Notice of Bailment”), in each file of Mortgage Documents delivered byCustodian to Fannie Mae.

 

Exceptas otherwise provided herein, each Mortgage Document so delivered to Fannie Maeis to be held by Fannie Mae, as agent for Custodian, and subject to only UBS’sdirection and control.

 

UponUBS’s receipt of all of the proceeds from the sale of a Mortgage Loan inaccordance with the wiring instructions set forth in Fannie Mae’s Form 482 or1068 all of UBS’s legal or equitable interest in the Mortgage Loan shallterminate.

 

Thepersons listed on the attached Schedule B are the authorizedrepresentatives (“Authorized Representatives”) of UBS.  Custodian shall not honor any communicationrelating to a Mortgage Loan, which is not confirmed by the written ortelephonic consent, confirmed in writing at the request of Custodian, of anAuthorized Representative of UBS.

 

B-4-1

----

 

Pleaseexecute and return the enclosed copy of this Master Bailee Letter in theenclosed self-addressed envelope.

 
|   | Sincerely,                       |
|--------|----------------------------------|
|   |                             |
|   | UBS REAL ESTATE  SECURITIES INC. |
|   |                             |
|   |                             |
|   |                             |
|   | By:                              |   |   |
|   |                             | Name: |
|   |                             | Title: |
|   |                             |
|   |                             |
|   |                             |
|   |                             |
|   |                             |
|   | Agreed to:                       |
|   |                             |
|   | JPMORGAN CHASE BANK              |
|   | (Custodian)                      |
|   |                             |
|   |                             |
|   |                             |
|   | By:                              |   |   |
|   |                             | Name: |
|   |                             | Title: |
|   |                             | Dated:  As of the date first set forth above |

 

B-4-2

----

 

SCHEDULE A

TO EXHIBIT B-4

 

NOTICE OF BAILMENT

 

[Fannie Mae Address]

 
| Re:    | [Insert Description of Loan, including  Borrower’s Name, |   |
|--------|---------------------------------------------------------------|--------|
|   | Loan Amount and Fannie Mae’s Loan Number]                |   |

 

Ladies andGentlemen:

 

Pursuantto the Master Bailee Letter, dated                 , 200   (the “Master Bailee Letter”), between UBSReal Estate Securities Inc. (“UBS”) and JPMorgan Chase Bank, (the “Custodian”),you are hereby notified that the enclosed original promissory note with respectto the referenced loan together with certain other documents comprising therelated file with respect to that loan (the “Mortgage Documents”) being herebydelivered to you herewith are to be held by you as agent of Custodian (whichholds the Mortgage Documents as custodian and bailee for the benefit of UBS).

 

AnyMortgage Documents (or portion thereof) not purchased by you in accordance withthe provisions of the Fannie Mae Guide shall be sent to Custodian by overnightcourier to:  **[insert address for return of documents]**.

 

Anyquestions relating to the Mortgage Documents should be referred to UBS at (212)713 2419.

 
|   | Sincerely,          |
|--------|---------------------|
|   |                |
|   | JPMORGAN CHASE BANK |
|   |                |
|   |                |
|   | By:                 |   |   |
|   |                | Name: |
|   |                | Title: |

 

B-4-3

----

 

SCHEDULE B

TO EXHIBIT B-4

 

AUTHORIZED REPRESENTATIVES OF UBS

 
| **Name** |   | **Title** |   | **Authorized Signature** |
|----------|--------|-----------|--------|--------------------------|
|     |   |      |   |                     |

 

B-4-4

----

 

EXHIBIT C-1

 

CONDUIT SUBMISSION PACKAGE

 

Withrespect to each Mortgage Loan being offered for sale or being pledged by Trustto UBS, pursuant to a Conduit Transaction, Trust shall, or shall cause therelated Seller to, deliver and release to Custodian the following documents:

 

(i)                                     Theoriginal Mortgage Note endorsed, “Pay to the order of                            ,without recourse” and signed in the name of such Seller by an authorizedofficer and, if such Seller did not originate the Mortgage Loan, bearing anunbroken chain of endorsements from the originator thereof to such Seller; (ifapplicable) the original assumption agreement, together with the original ofany surety agreement or guaranty agreement relating to the Mortgage Note or anysuch assumption agreement, and if the Mortgage Note has been signed by a thirdparty on behalf of the Mortgagor, the original power of attorney or otherinstrument that authorized and empowered such Entity to sign or a copy of suchpower of attorney together with an officer’s certificate (or a certificate fromthe recorder’s office) certifying that such copy presents a true and correctreproduction of the original and that such original has been duly recorded ordelivered for recordation in the appropriate records of the jurisdiction inwhich the related Mortgaged Property is located;

 

(ii)                                  AMortgage meeting one of the following requirements:

 

(A)                              Theoriginal Mortgage bearing evidence that the Mortgage has been duly recorded inthe records of the jurisdiction in which the Mortgaged Property is located; or

 

(B)                                Acopy of the Mortgage or, with respect to a Cooperative Loan, the ProprietaryLease, together with an officer’s certificate (which may be a blanket officer’scertificate of such Seller covering all such Mortgage Loans), or a certificatefrom the recorder’s office, certifying that such copy represents a true andcorrect reproduction of the original Mortgage or Proprietary Lease, asapplicable, and that such original has been duly recorded or delivered forrecordation in the appropriate records of the jurisdiction in which theMortgaged Property is located; or

 

(C)                                Withrespect to each MERS Designated Mortgage Loan, the requirements set forth inthe Electronic Tracking Agreement have been satisfied.

 

(iii)                               If such Seller did notoriginate the Mortgage Loan, all original intervening assignments duly executedand acknowledged and in recordable form, which together with the Assignment ofMortgage, evidence the chain of mortgage assignments from the originator of theMortgage Loan to such Seller (or, in the case of a MERS Designated MortgageLoan, MERS), and/or two copies of each such intervening mortgage assignments,each copy together with an officer’s certificate, or a certificate from therecorder’s office, certifying that such copy represents a true and correctreproduction of the original of such instrument and that such original has beenduly recorded or delivered for recordation in the appropriate records of thejurisdiction where the Mortgaged Property is located;

 

C-1-1

----

 

(iv)                              Exceptin the case of a MERS Designated Mortgage Loan, an original Assignment ofMortgage, in blank, in recordable form but unrecorded and signed in the name ofsuch Seller by an authorized officer;

 

(v)                                 AWarehouse Lender’s Release, from any Warehouse Lender having a securityinterest in the Mortgage Loans or, if there is no Warehouse Lender with respectto such Mortgage Loans, a Trust’s Release, addressed to UBS, releasing any andall right, title and interest in such Mortgage Loans;

 

(vi)                              DeliveryInstructions;

 

(vii)                           A copy of a Commitment;

 

(viii)                        A copy of a Confirmation;

 

(ix)                                EachMortgage Loan, as identified by such Seller, relating to a Mortgage Note withan original principal amount in excess of 80% of the appraised value of therelated Mortgaged Property at the time of origination of such Mortgage Loan,either (A) an original of the certificate/commitment of Primary MortgageInsurance Policy, issued by the applicable insurer, without verification of theexpiration date thereon, or (B) an Officer’s Certificate (which may be ablanket Officer’s Certificate of such Seller covering all such Mortgage Loans),certifying that an appraisal report has been obtained by such Seller whichshows that the appraised value of the Mortgage Property is such that theoutstanding principal balance of such Mortgage Note is less than 80% of suchappraised value;

 

(x)                                   AnUnderwriter’s Form;(1)

 

(xi)                                Withrespect to each Cooperative Loan:

 

(1)                                  theoriginal Security Agreement and the assignment of the Security Agreement inblank;

 

(2)                                  theoriginal stock certificate evidencing the ownership of the CooperativeApartment, endorsed or accompanied by a stock power relating to such stockcertificate executed in blank;

 

(3)                                  aRecognition Agreement in substantially the same form as the standard “AZTECH”form and the assignment of the Recognition Agreement (or a blanket assignmentof all Recognition Agreements) in blank;

 

(4)                                  copiesof the UCC-1 financing statement filed by the applicable originator of suchMortgage Loan as secured party and, if applicable, a filed UCC-3 assignment ofthe subject security

 

----

(1)                                  Notapplicable to Submission Packages in which the Delivery Instructions requiredelivery of the Submission Package to Springfield, Illinois.

 

C-1-2

----

 

interest showing a complete chain of title, togetherwith an executed UCC-3 Assignment of such security interest by such Seller in aform sufficient for filing; and

 

(5)                                  suchother documents as are necessary for the perfection of a lien against therelated Cooperative Ownership Interest under applicable law.

 

C-1-3

----

 

EXHIBITC-2

 

[LETTERHEAD OF UBS]

 

MASTER BAILEE LETTER

 

                    ,200   

 

Takeout Investor

Address 1

 

Address 2

City, State

 

JPMorgan Chase Bank

4 Metrotech Center

Brooklyn, New York 11245

Attention:                         

Ladies and Gentlemen:

 

The undersignedUBS Real Estate Securities Inc. (“UBSRESI” or “UBS”) shall from time to time,cause JPMorgan Chase Bank as custodian (“Custodian”), to deliver to[         ] (“Takeout Investor”)original promissory notes (“Mortgage Notes”) evidencing certain mortgage loans(“Mortgage Loans”), along with certain other documents comprising the relatedfiles (“Custodial Files”) and, in each case, a Notice of Bailment in the formof Schedule A hereto with respect to each Mortgage Loan (“Notice ofBailment”), for inspection by Takeout Investor prior to the possible purchaseby Takeout Investor of such Mortgage Loans pursuant to commitments(“Commitments”) from certain sellers of Mortgage Loans (“Sellers”).

 

Takeout Investorhereby acknowledges and consents to the assignment by Seller to UBS (free ofany security interest, lien, claim or encumbrance of any kind) of Seller’s rights,under each Commitment, to deliver the Mortgage Loan(s) specified therein toTakeout Investor and to receive the takeout proceeds therefor from TakeoutInvestor.  Prior to its delivery toTakeout Investor, all of Seller’s right, title and interest in each MortgageLoan shall have been sold to UBSRESI in accordance with each Seller’s agreementwith UBSRESI.  Takeout Investorunderstands and recognizes that until there is a completed sale of the MortgageLoans in accordance with the terms of the Loan Purchase Agreement betweenUBSRESI and Seller (the “Purchase Agreement”), UBSRESI is the exclusive ownerof all right, title and interest in the Mortgage Notes, Mortgage Loans andrelated Custodial Files.

 

Except asotherwise provided herein, each Custodial File so delivered to Takeout Investoris to be held by Takeout Investor, as agent for Custodian, and subject to onlyUBSRESI’s direction and control until released as provided herein.  The purchase price specified in a Commitmentplus any servicing release premium specified therein (the “Purchase Price”) ofeach Mortgage Loan purchased by Takeout Investor must be remitted immediatelyupon settlement by Takeout Investor without any set-off or counterclaim againstsuch Purchase Price, by wire

 

C-2-1

----

 

transferin immediately available funds, in accordance with the wire instructions setforth in the Notice of Bailment which shall be placed in each Custodial File byCustodian prior to the shipment of each Custodial File to TakeoutInvestor.  Takeout Investor shall beresponsible for making certain that the full amount of the Purchase Price fromthe sale of each Mortgage Loan is paid in accordance with the wire transfer instructionsset forth on each Notice of Bailment. Takeout Investor shall have no right, title or interest, whetherequitable or legal, in any Custodial File, Mortgage Note or Mortgage Loan untilUBSRESI receives payment in full of the Purchase Price for such Mortgage Note,Mortgage Loan and related Custodial File in the account designated in the wiretransfer instructions.

 

Upon UBSRESI’sreceipt of the full amount of the Purchase Price from the sale of a MortgageLoan in accordance with the wire transfer instructions in the applicable Noticeof Bailment, all of UBSRESI’s legal and equitable interest in the Mortgage Loanshall terminate.  Payment of the Purchase Price shall be madewithout any set-off or counterclaim against such Purchase Price.

 

Each Mortgage Loanand related documentation (“Mortgage Documents”) held by Takeout Investor whichare received by Takeout Investor from Custodian with respect to a Mortgage Loanthat is not purchased in accordance with the Purchase Agreement must bereturned immediately to Custodian at the address for delivery of documents setforth on the Notice of Bailment. UBSRESI reserves the right at any time, until a Mortgage Loan has beenpurchased in accordance with the Purchase Agreement by Takeout Investor, todemand the return of the related Mortgage Documents to Custodian, and TakeoutInvestor agrees to return to Custodian the Mortgage Documents pertaining to aMortgage Loan not purchased by Takeout Investor immediately upon such demand byUBSRESI.

 

The persons listedon the attached Schedule A-1 are the authorized representatives(“Authorized Representatives”) of UBSRESI. Takeout Investor shall not honor any communication from Sellers relatingto a Mortgage Loan, which is not confirmed by the written or telephonic consentof an Authorized Representative of UBSRESI, or until UBSRESI has received thefull amount of the Purchase Price from the sale of such Mortgage Loan.

 

In the eventTakeout Investor is not able for any reason to comply with the terms of thisMaster Bailee Letter, Takeout Investor shall immediately return the CustodialFiles, together with all the Mortgage Notes and the other related Mortgage Loanpapers, documents, and records held by Takeout Investor which have beenreceived by Takeout Investor from either Custodian or Sellers, to Custodian atthe above address for delivery in the Notice of Bailment; providedhowever,that in no case shall the Takeout Investor return such Custodial File toCustodian or Sellers later than thirty (30) calendar days after receipt of suchCustodial File.

 

Takeout Investorshall not deliver a Custodial File, or any portion thereof, to any third partywithout the prior written consent of UBSRESI unless such third party is aparent or wholly owned subsidiary of Takeout Investor or a custodian and baileeof Takeout Investor who is receiving such Custodial File with written notice ofthe bailment created by this Master Bailee Letter.

 

C-2-2

----

 

Takeout Investoragrees to pay, indemnify, and hold UBSRESI, its officers, directors, employees,counsel, agents and attorneys-in-fact (each, an “Indemnified Person”) harmlessfrom and against any and all liabilities, obligations, losses, damages,penalties, actions, judgments, suits, costs, charges, expenses or disbursements(including reasonable attorney’s fees and the allocated cost of in-housecounsel) of any kind or nature whatsoever incurred with respect to anyinvestigation, litigation or proceeding (including any case, action orproceeding before any court or other governmental authority relating tobankruptcy, reorganization, insolvency, liquidation, dissolution or relief ofdebtors or any appellate proceeding) (collectively, the “Proceedings”) arisingfrom Takeout Investor’s noncompliance with the terms of this Master BaileeLetter, whether or not any Indemnified Person is a party to the relatedProceedings.

 

*No deviation in performance of theterms of any previous bailment agreement will alter any of Takeout Investor’sduties or responsibilities as provided herein.*

 

*By accepting the Mortgage Loans,Takeout Investor shall be bound by the terms hereof.  UBS requests that Takeout Investor acknowledge receipt of theMortgage Documents and this Master Bailee Letter by signing and returning theenclosed copy of this Master Bailee Letter in the enclosed self-addressedenvelope; provided, however, that Takeout Investor’s failure to do so does notnullify Takeout Investor’s acceptance of the terms of this Master BaileeLetter.*

 
|   | Sincerely,                       |
|--------|----------------------------------|
|   |                             |
|   | UBS REAL ESTATE  SECURITIES INC. |
|   |                             |
|   |                             |
|   | By:                              |   |   |
|   |                             | Name: |
|   |                             | Title: |

 

C-2-3

----

 

The undersignedCustodian executes this Master Bailee Letter solely for purposes of appointingTakeout Investor its custodian and bailee to hold the Mortgage Documents inaccordance with the terms of this Master Bailee Letter.

 
|                                              | Agreed to:                                        |
|---------------------------------------------------|---------------------------------------------------|
|                                              |                                              |
|                                              | JPMORGAN CHASE BANK                               |
|                                              | (Custodian)                                       |
|                                              |                                              |
|                                              |                                              |
|                                              | By:                                               |   |   |
|                                              | Name:                                             |
|                                              | Title:                                            |
|                                              | Dated:  As of the date first set forth above |
|                                              |                                              |
|                                              |                                              |
| **Acknowledgement of Receipt:**                   |                                              |
|                                              |                                              |
|                                              |                                              |
| (Takeout Investor)                                |                                              |
|                                              |                                              |
|                                              |                                              |
| By:                                               |                                              |   |   |
| Name:                                             |                                              |
| Title:                                            |                                              |
| Dated:  As of the date first set forth above |                                              |
|                                                   |                                                   |  |  |  |  |

 

C-2-4

----

 

SCHEDULE A

TO MASTER BAILEE LETTER

 

NOTICE OF BAILMENT

 
| Re:    |   | [Insert Description of  Loan, including Borrower’s Name, |
|--------|--------|---------------------------------------------------------------|
|   |   | Loan Amount and Takeout  Investor’s Loan Number]         |

 

Ladies andGentlemen:

 

Pursuantto the Master Bailee Letter, dated [Date] (the “Master Bailee Letter”), amongUBS Real Estate Securities Inc. (“UBSRESI”), JPMorgan Chase Bank (the“Custodian”) and [Takeout Investor] (“Takeout Investor”), you are herebynotified that the enclosed original promissory note with respect to thereferenced loan together with certain other documents comprising the relatedfile with respect to that loan (the “Mortgage Documents”) being hereby deliveredto you herewith are to be held by you as agent of Custodian (which holds theMortgage Documents as custodian and bailee for the benefit of UBSRESI) andsubject to the terms of the Master Bailee Letter, the terms of which areincorporated by reference.

 

Anyfunds wired by Takeout Investor in accordance with the Master Bailee Lettershall be transmitted in immediately available funds to: [                    ];ABA: [                    ];Account #: [                    ];Account Name:  UBS Real EstateSecurities Inc. Conduit Funding.

 

AnyMortgage Documents (or portion thereof) being returned in accordance with theMaster Bailee Letter shall be sent to Custodian by overnight courier to:[custodian name and address], Attention: Mortgage Custody-                       ,no later than thirty (30) calendar days after the date hereof.

 

Thepurchase price specified in a Commitment plus any servicing release premiumspecified therein (the “Purchase Price”) of each Mortgage Loan purchased byTakeout Investor must be remitted immediately upon settlement by TakeoutInvestor **withoutany set-off or counterclaim against such Purchase Price**, by wiretransfer in immediately available funds, in accordance with the wireinstructions set forth above, which shall be placed in each Custodial File byCustodian prior to the shipment of each Custodial File to TakeoutInvestor.  Takeout Investor shall beresponsible for making certain that the full amount of the Purchase Price fromthe sale of each Mortgage Loan is paid in accordance with the wire transferinstructions set forth above.  TakeoutInvestor shall have no right, title or interest, whether equitable or legal, inany Custodial File, Mortgage Note or Mortgage Loan until UBSRESI receivespayment in full of the Purchase Price for such Mortgage Note, Mortgage Loan andrelated Custodial File in the account designated in the wire transferinstructions.

 

C-2-5

----

 

*By accepting the Mortgage Loans,Takeout Investor shall be bound by the terms hereof.*  Any questions relating to the MortgageDocuments should be referred to UBS Real Estate Securities Inc. at (201) 352 –6240.

 
|   | Sincerely,          |
|--------|---------------------|
|   |                |
|   | JPMORGAN CHASE BANK |
|   | (Custodian)         |
|   |                |
|   |                |
|   | By:                 |   |   |
|   |                | Name: |

 

C-2-6

----

 

**SCHEDULE A-1**

**TO MASTER BAILEE LETTER**

 

**AUTHORIZED REPRESENTATIVES**

**OF UBS REAL ESTATE SECURITIES INC.**

 
| George A.  Mangiaracina |   |   |
|-------------------------|--------|--------|
|                    |   |   |
| Robert Carpenter        |   |   |
|                    |   |   |
| Jonathan Banks          |   |   |
|                    |   |   |
| Ari Lash                |   |   |

 

C-2-7

----

 

EXHIBITD

 

CONVERSION SUBMISSION PACKAGES

 

1.                                       Toconvert from a Dry Transaction to a Cash Window Transaction, Trust shalldeliver (or shall cause the related Seller to deliver) to Custodian:

 

A.                                   ifFannie Mae is the Takeout Investor, an original Assignment of Mortgage toFannie Mae, in recordable form but unrecorded, signed in the name of Seller byan authorized officer;

 

B                                        theApplicable Agency Documents; and

 

C.                                     deliveryInstructions.

 

2.                                       Toconvert from a Dry Transaction to a Conduit Transaction, Trust shall deliver(or shall cause the related Seller to deliver) to Custodian:

 

A.                                   Mortgagemeeting one of the following requirements:

 

(a)                                  Theoriginal Mortgage bearing evidence that the Mortgage has been duly recorded inthe records of the jurisdiction in which the Mortgaged Property is located; or

 

(b)                                 Acopy of the Mortgage or, with respect to a Cooperative Loan, the ProprietaryLease, together with an officer’s certificate (which may be a blanket officer’scertificate of Seller covering all such Mortgage Loans), or a certificate fromthe recorder’s office, certifying that such copy represents a true and correctreproduction of the original Mortgage or Proprietary Lease, as applicable, andthat such original has been duly recorded or delivered for recordation in theappropriate records of the jurisdiction in which the Mortgaged Property islocated; or

 

(c)                                  Withrespect to MERS Designated Mortgage Loans, the requirements set forth in theElectronic Tracking Agreement.

 

B.                                     acopy of a Commitment;

 

C.                                     DeliveryInstructions;

 

D.                                    EachMortgage Loan, as identified by Trust or the related Seller, relating to aMortgage Note with an original principal amount in excess of 80% of theappraised value of the related Mortgaged Property at the time of origination ofsuch Mortgage Loan, either (A) an original of the certificate/commitment ofPrimary Mortgage Insurance Policy, issued by the applicable insurer, withoutverification of the expiration date thereon, or (B) an Officer’s Certificate(which may be a blanket Officer’s Certificate of such Seller covering all suchMortgage Loans), certifying

 

D-1

----

 

that an appraisal reporthas been obtained by such Seller which shows that the appraised value of theMortgage Property is such that the outstanding principal balance of suchMortgage Note is less than 80% of such appraised value;

 

E.                                      AnUnderwriter’s Form;

 

F.                                      Acopy of a Confirmation; and

 

G.                                     Withrespect to each Cooperative Loan:

 

(1)                                  theoriginal Security Agreement and the assignment of the Security Agreement inblank;

 

(2)                                  theoriginal stock certificate evidencing the ownership of the CooperativeApartment, endorsed or accompanied by a stock power relating to such stockcertificate executed in blank;

 

(3)                                  aRecognition Agreement in substantially the same form as the standard “AZTECH”form and the assignment of the Recognition Agreement (or a blanket assignmentof all Recognition Agreements) in blank;

 

(4)                                  copiesof the UCC-1 financing statement filed by the applicable originator of suchMortgage Loan as secured party and, if applicable, a filed UCC-3 assignment ofthe subject security interest showing a complete chain of title, together withan executed UCC-3 Assignment of such security interest by such Seller in a formsufficient for filing; and

 

(5)                                  suchother documents as are necessary for the perfection of a lien against therelated Cooperative Ownership Interest under applicable law.

 

D-2

----

 

EXHIBIT E

 

**UBSREAL ESTATE SECURITIES INC.REQUEST FOR CERTIFICATIONCLIENT:[      ], PAYEE NUMBER (ONLY APPLICABLE TOFANNIE MAE CASH WINDOWTRANSACTIONS):Expected Delivery Date of Mortgage File is                        ,200   **

 

REF NO.

 

PROG CODE

 

LOAN #

 

LAST NAME

 

FACE AMOUNT

 

# OF MONTHS TO MATURITY

 

NOTE RATE

 

TAKEOUT INVESTOR

 

PROPERTY ADDRESS

 

NOTE DATE

 

SALE PRICE

 

COMMITMENT #

 

COMMITMENT EXPIRATIONDATE

 

DELIVERY DATE

 

RELEASE PAYMENT

 

WAREHOUSE LENDER

 

COMPLETION/EXCEPTION CODE

 

E-1

----

 

EXHIBIT F

 
| I.     |            | Program Codes                                     |
|--------|-----------------|---------------------------------------------------|
|   |            |                                              |
|   |            |                                              |
|   | D               | Dry Transaction                                   |
|   |            |                                              |
|   | W               | Cash Window Transaction                           |
|   |            |                                              |
|   | C               | Conduit Transaction                               |
|   |            |                                              |
| II.    | V               | Conversion Code                                   |
|   |            |                                              |
| III.   |            | Certification Codes                               |
|   |            |                                              |
|   | A               | Mortgage Loan Absentee  Code                      |
|   |            |                                              |
|   | N               | Mortgage Loan Suspension  Code                    |
|   |            |                                              |
|   | Y               | Mortgage Loan Approval  Code                      |
|   |            |                                              |
| IV.    |            | Unidentified/Suspension  Mortgage Loan Directives |
|   |            |                                              |
|   | H               | Hold Directive                                    |
|   |            |                                              |
|   | D               | Delivery Directive                                |
|   |            |                                              |
| V.     |            | Exception Codes                                   |
|   |            |                                              |
|   | See Chart Below |

 

F-1

----

 

**UBS Real EstateDocument Codes**

 
| **1. Note missing**                                                                                                                                                                |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **2. Note is not original**                                                                                                                                                        |
| **3. Note is missing borrower’s name**                                                                                                                                        |
| **4. Note-borrower’s name does not match the file**                                                                                                                           |
| **5. Note is missing borrower’s signature**                                                                                                                                   |
| **6. Endorsement in blank on the note is missing**                                                                                                                                 |
| **7. Endorsement in blank on the note is missing sellers  authorized signature**                                                                                                   |
| **8. Intervening endorsement (from/to) on the note is missing**                                                                                                                    |
| **9. Intervening endorsement (from/to) on the note is missing  authorized signature**                                                                                              |
| **10. Mortgage/Deed is missing or incomplete (faxable cure)**                                                                                                                      |
| 11. Mortgage/Deed is  not certified or notarized.                                                                                                                                  |
| 12. Mortgage/Deed is  missing assumption agreement                                                                                                                                 |
| 13. Mortgage/Deed – the  borrower’s name and signature does not match the note                                                                                           |
| 14. Mortgage/Deed – the  amount is not less or equal to the amount on the note                                                                                                |
| **15. Mortgage/Deed is not signed.**                                                                                                                                               |
| **16. Intervening assignment (from/to) is missing, not signed  or not certified**                                                                                                  |
| 17. MIN # does not  match grid, or is missing. (Custodian will update.)                                                                                                            |
| **18. Not a MERS loan; no MERS language on note and/or  mortgage.  (to be used only for loans  where assignments are not being required due to execution of ETA agreement.)** |
| 19. Corporate  assignment has no legal description and is not complete                                                                                                             |
| **20. Assignment in blank is not signed**                                                                                                                                          |
| **21. Assignment in blank is not original**                                                                                                                                        |
| **22. Assignment to Fannie Mae is missing**                                                                                                                                        |
| **23. Assignment to Fannie Mae is not signed**                                                                                                                                     |
| **24. Assignment to Fannie Mae is not original**                                                                                                                                   |
| 25. Warehouse/Sellers  release letter is missing and/or not signed                                                                                                                 |
| 26. Warehouse/Sellers  release letter is not signed                                                                                                                                |
| **27. Commitment is missing**                                                                                                                                                      |
| 28. LTV/PMI officer’s  certificate is missing or not signed                                                                                                                   |
| 29.                                                                                                                                                                                |
| 30.                                                                                                                                                                                |
| **31. Consolidation/Modification agreement is missing or not  certified**                                                                                                          |
| 32.                                                                                                                                                                                |
| 33. Freddie Mac  purchase contract confirmation is missing and/or has not price.                                                                                                   |
| 34.                                                                                                                                                                                |
| 35. Freddie Mac  midanet/mortgage detail listing is missing                                                                                                                        |
| **36. Freddie Mac form 1034/Certification schedule is  missing**                                                                                                              |
| 37. From the Freddie  Mac form 1034 – all files are not present                                                                                                               |
| **38. Freddie Mac form 996 is missing**                                                                                                                                            |
| **39. Freddie Mac form 996 wire instructions are incorrect**                                                                                                                       |
| **40. Freddie Mac form 987 is missing**                                                                                                                                            |
| **41. Freddie Mac for 987 wire instructions are incorrect**                                                                                                                        |
| 42.                                                                                                                                                                                |
| 43. Fannie Mae  mandatory delivery commitment is missing and/or has no price                                                                                                       |
| 44. Fannie Mae 2004 is  missing.                                                                                                                                                   |
| **45. Fannie Mae form 1068/1069 mornet is missing**                                                                                                                                |
| 46. Fannie Mae form  1068/1069 – all files are not present                                                                                                                    |
| 47. Fannie Mae form  1068/1069 payee code is incorrect                                                                                                                             |
| 48. Fannie Mae form  1068/1069 information does not correspond to the note                                                                                                         |
| 49. MERS Assignment –  ok to fund                                                                                                                                             |
| 50.                                                                                                                                                                                |
| **51. No delivery instructions**                                                                                                                                                   |
| **52 OTHER – Please Call**                                                                                                                                                    |
| 53. Revised  Warehouse/Sellers Release notice is required                                                                                                                          |
| **54. No corporate assignment in blank, or document is  incorrect**                                                                                                                |
| 55. Takeout investor on  grid does not match file (Custodian will update)                                                                                                          |
| 56. Husband and Wife’s  name is not on note but on mortgage – documents are not consistent                                                                               |
| 57. Note face amount  does not match grid  (Custodian will  update)                                                                                                           |
| **58. Expired commitment**                                                                                                                                                         |
| 59. Mortgage date does  not match the note date                                                                                                                                    |
| **60. Blank assignment is not notarized**                                                                                                                                          |
| **61. Borrower’s name is not on blank assignment**                                                                                                                            |
| **62. Delivery Instructions and commitment have different  takeout investors**                                                                                                     |
| 63. Balloon note is  missing rider                                                                                                                                                 |
| 64. Mortgage/Deed is  missing riders and/or missing Schedule A (legal description)                                                                                            |
| 65.                                                                                                                                                                                |
| **66. Missing power of attorney (faxable cure)**                                                                                                                                   |
| 67. Warehouse lenders  release is missing attached list of loans                                                                                                                   |
| 68. Erroneous  endorsement must be voided and initialed                                                                                                                            |
| 69.                                                                                                                                                                                |
| **70. Endorsement in blank is to the takeout investor**                                                                                                                            |
| **71. Corporate assignment in blank is to the takeout  investor.**                                                                                                                 |
| 72.                                                                                                                                                                                |
| 73.                                                                                                                                                                                |
| 74. Endorsement in  blank missing D.B.A (doing business as)                                                                                                                        |
| 75. Corporate  assignment in blank missing D.B.A (doing business as)                                                                                                               |
| 76. Endorsement in  blank is on the Intervening Allonge                                                                                                                            |
| 77.                                                                                                                                                                                |
| 78. Endorsement in  blank is missing authorized name and title                                                                                                                     |
| **79. Correction on note or deed of trust is not initialed**                                                                                                                       |
| 80. On original note  written and numeric amounts do not agree                                                                                                                     |
| 81 Information (name  and/or loan #) on mortgage does not match grid.                                                                                                              |
| 82.                                                                                                                                                                                |
| **83. Endorsement on note reads “with recourse”**                                                                                                                        |
| 84.  Endorsement on note is a facsimile  signature, not a live inked signature                                                                                                |
| **85. Note is signed by a corporation**                                                                                                                                            |
| 86.                                                                                                                                                                                |
| 87.                                                                                                                                                                                |
| 88.                                                                                                                                                                                |
| 89. Loan term on note  does not match grid. (Custodian will update)                                                                                                                |
| 90. Interest rate on note  does not match grid. (Custodian will update)                                                                                                            |
| 91. Sale price on  Commitment does not match grid (Chase makes correction)                                                                                                         |
| 92.                                                                                                                                                                                |
| 93. Title policy,  binder or commitment is missing                                                                                                                                 |
| 94. Promissory note  requires notarization.                                                                                                                                        |
| 95. Property street  address, city and state do not match (if included on the note.)                                                                                               |
| 96. Note date doesn’t  match grid. (Custodian will update.)                                                                                                                   |
| **97. Not approved UBSRES****Investor**                                                                                                                                            |
| **98. Note date is greater than 30 days**                                                                                                                                          |
| **99. Note date is missing.**                                                                                                                                                      |

 

F-2

----

 
| **A1.  Interest rate,  alpha and numeric, if included on note do not match. ???**                              |
|---------------------------------------------------------------------------------------------------------------------|
| **A2.  Property street  address, city and state, do not match (if property address is included on the  note.** |
| A3.  TBD                                                                                                       |
| **A4. Promissory note requires a notarization, notary is  missing**.                                                |
| **A5.Note date doesn’t match grid**                                                                            |
| **A6.Note date is missing**                                                                                         |
| **A7. (PMAC fundings)**                                                                                             |
| A8. MERS Assignment  (swapped with 49)                                                                              |

 

F-3

----

 

EXHIBITG-1

 

[WAREHOUSE LENDER’S RELEASE]

 

UBS Real Estate SecuritiesInc.1285 Avenue of the AmericasNew York, New York 10019

 

Ladies and Gentlemen:

 

Wehereby release all right, interest or claim of any kind with respect to themortgage loan(s) referenced below, such release to be effective automaticallywithout any further action by any party, upon receipt, in one or moreinstallments, from UBS Real Estate Securities Inc., in accordance with the wireinstructions which we delivered to you in a letter dated [Date], in immediatelyavailable funds, of an aggregate amount equal to the product of A multiplied byB (such product being rounded to the nearer $0.01) multiplied by C.*

 
| **Loan #** |   | **Mortgagor** |   | **Street  Address** |   | **City** |   | **State** |   | **Zip** |
|------------|--------|---------------|--------|---------------------|--------|----------|--------|-----------|--------|---------|
|       |   |          |   |                |   |     |   |      |   |    |

 
|   | Very truly  yours,  |
|--------|---------------------|
|   |                |
|   | [WAREHOUSE  LENDER] |
|   |                |
|   | By:                 |   |   |
|   |                | Name: |
|   |                | Title: |

 

----

*A  = weighted average trade price

  B =  principal amount of themortgage loans

  C =  1 minus the discount set forthon the related funding confirmation

 

G-1-1

----

 

EXHIBITG-2

 

[WAREHOUSE LENDER’S WIRE INSTRUCTIONS]

 

UBS Real EstateSecurities Inc.1285 Avenue of the AmericasNew York, New York 10019

 
| Re:    | UBS Real Estate Securities Inc. Conforming  Whole Loan Purchase:  Cash |   |
|--------|-----------------------------------------------------------------------------|--------|
|   | Window Program with MortgageIT SPV I                                        |   |

 

Ladies and Gentlemen:

 

Setforth below are [Warehouse Lender’s] wire instructions applicable to theabove-referenced Conforming Whole Loan Purchase:  Cash Window Program.

 

Wire Instructions:

 

Bank Name: City, State:ABA #:Account #:Account Name:

 

Pleaseacknowledge receipt of this letter in the space provided below.  This letter supersedes and replaces anyprior notice specifying the name of [Warehouse Lender] and setting forth wireinstructions and shall remain in effect until superseded and replaced by aletter, in the form of this letter, executed by each of us and acknowledged byyou.

 
|   | Very truly  yours, |
|--------|--------------------|
|   |               |
|   | MORTGAGEIT,  INC.  |
|   |               | for  and on behalf of MortgageIT SPV I as |
|   |               | the  Administrator |
|   |               |   |
|   | By:                |   |   |
|   |               | Name: |
|   |               | Title: |

 

G-2-1

----

 
|            | [WAREHOUSE  LENDER(S)]* |
|-----------------|-------------------------|
|            |                    |
|            | By:                     |   |   |
|            |                    | Name: |
|            |                    | Title: |
|            |                    |
|            |                    |
|            |                    |
| UBS REAL ESTATE |                    |
| SECURITIES INC. |                    |
|            |                    |
| By:             |                    |   |   |
|            | Name:                   |   |
|            | Title:                  |   |
|                 |                         |  |  |  |  |

 

----

*                                         Theauthorized officer of each warehouse lender executing this letter must be thesame authorized officer as signs the Warehouse Lender’s Release.  Not applicable if there is no warehouselender.

 

G-2-2

----

 

EXHIBITH-1

 

[TRUST’S RELEASE]

 

UBS Real EstateSecurities Inc.1285 Avenue of the AmericasNew York, New York 10019

 

Ladies and Gentlemen:

 

Capitalizedterms used herein but not defined herein shall have the meanings ascribed tosuch terms in the Custodial Agreement, dated as of August 4, 2004, amongUBS Real Estate Securities Inc. (the “UBS”), JPMorgan Chase Bank (the “Custodian”),MortgageIT SPV I, MortgageIT, Inc. and MortgageIT Holdings, Inc.

 

Withrespect to the mortgage loan(s) referenced below (a) we hereby certify to youthat the mortgage loan(s) is not subject to a lien of any warehouse lender and(b) we hereby release all right, interest or claim of any kind with respect tosuch mortgage loan, such release to be effective automatically without anyfurther action by any party upon payment from UBS to Seller of an aggregateamount equal to the product of A multiplied by B (such product being rounded tothe nearer $0.01) multiplied by C* in accordance with our wire instructions ineffect on the date of such payment.

 
| **Loan #** |   | **Mortgagor** |   | **Street  Address** |   | **City** |   | **State** |   | **Zip** |
|------------|--------|---------------|--------|---------------------|--------|----------|--------|-----------|--------|---------|
|       |   |          |   |                |   |     |   |      |   |    |

 

 
|   | Very truly yours,                                                         |
|--------|---------------------------------------------------------------------------|
|   |                                                                      |
|   | MORTGAGEIT SPV I                                                          |
|   |                                                                      |
|   | By: MortgageIT, Inc. as Administrator under the  Administration Agreement |
|   |                                                                      |
|   |                                                                      |
|   | By:                                                                       |   |   |
|   |                                                                      | Name: |
|   |                                                                      | Title: |

 

H-1-1

----

 

----

*A  = weighted average trade price  B =  principal amount of themortgage loan(s)  C =  1 minus the discount set forthon the related funding confirmation

 

H-1-2

----

 

EXHIBITH-2

 

[TRUST’S WIRE INSTRUCTIONS]

 

Date:     

 

UBS Real EstateSecurities Inc.1285 Avenue of the AmericasNew York, New York 10019

 
| Re: |   | Custodial Agreement dated as of  August 4, 2004, among UBS Real Estate Securities Inc., MortgageIT, Inc.,  MortgageIT Holdings, Inc., MortgageIT SPV I and JPMorgan Chase Bank |
|-----|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

Ladies and Gentlemen:

 

Capitalizedterms used herein and not defined herein shall have the meanings ascribed tosuch terms in the above-referenced Custodial Agreement.

 

Setforth below are Trust’s Wire Instructions applicable to the above-referencedCustodial Agreement.

 

Wire Instructions:

 

Bank Name:City, State:ABA #:Account #:A/C Name:

 

Pleaseacknowledge receipt of this letter in the space provided below and return it toMortgageIT, Inc.  This letter supersedesand replaces any prior notice specifying the name of Trust and Trust’s WireInstructions and shall remain in effect until superseded and replaced by aletter, in the form of this letter, executed by us and acknowledged by you.

 

H-2-1

----

 
|   | Very truly  yours,                                                         |
|--------|----------------------------------------------------------------------------|
|   |                                                                       |
|   | MORTGAGEIT  SPV I(1)                                                       |
|   |                                                                       |
|   | By:  MortgageIT, Inc. as Administrator under the  Administration Agreement |
|   |                                                                       |
|   | By:                                                                        |   |   |
|   |                                                                       | Name: |
|   |                                                                       | Title: |

 

----

(1)           The authorized officer of Administratorexecuting this letter must be the same authorized officer that signs Trust’sRelease.  Applicable only if there is noWarehouse Lender.

 

H-2-2

----

 
| Receipt acknowledged  by:    |   |
|------------------------------|--------|
|                         |   |
| UBS REAL ESTATE              |   |
|   SECURITIES  INC. |   |
|                         |   |
| By:                          |   |   |   |
|                         | Name:  |   |
|                         | Title: |   |
|                              |        |  |  |

 

H-2-3

----

 

EXHIBIT I-1

 

[UBS’S WIRE INSTRUCTIONS TO TRUST]

 

Wire Instructions:

 
| Bank Name:   |
|--------------|
| City, State: |
| ABA#:        |
| Account #:   |
| A/C Name:    |
| Ref:         | MortgageIT, Inc. |

 

I-1-1

----

 

EXHIBITI-2

 

[UBS’S WIRE INSTRUCTIONS TO CUSTODIAN]

 

Date:    

 

JPMorgan Chase Bank4 Metrotech Center

 

Brooklyn, New York 11245

 

Re:                               WholeLoan Purchase Program

 

Ladies and Gentlemen:

 

Setforth below are UBS’s Wire Instructions to Custodian (as defined in theCustodial Agreement) dated as of August 4, 2004 among UBS Real EstateSecurities, Inc., MortgageIT, Inc., MortgageIT Holdings, Inc., MortgageIT SPV Iand JPMorgan Chase Bank.

 

Wire Instructions:

 
| Bank Name:    |
|---------------|
| City, State:  |
| ABA #:        |
| Account #:    |
| Account Name: |

 

Pleaseacknowledge receipt of this letter in the space provided below and return it toUBS Real Estate Securities Inc. (“UBS”). This letter supersedes and replaces any prior notice specifying the nameof UBS and UBS’s Wire Instructions to Custodian and shall remain in effectuntil superseded and replaced by a letter, in the form of this letter, executedby us and acknowledged by you.

 
|   | Very truly  yours,               |
|--------|----------------------------------|
|   |                             |
|   | UBS  REAL ESTATE SECURITIES INC. |
|   |                             |
|   | By:                              |   |   |
|   |                             | Name: |
|   |                             | Title: |

 

I-2-1

----

 
| Receipt acknowledged  by: |
|---------------------------|
|                      |
| JPMORGAN CHASE  BANK      |
|                      |
| By:                       |   |   |
|                      | Name: |
|                      | Title: |

 

I-2-2

----

 

EXHIBITI-3

 

UBS’S DELIVERY INSTRUCTIONS TO CUSTODIAN

 

JPMorgan Chase Bank4 Metrotech Center

Brooklyn, New York 11245

Attention:                  

 

Re:                               Deliveryof Submission Package

 

Dear                :

 

Pleasedeliver, via overnight courier, each of the Submission Packages relating theMortgage Loans listed below to:

 

 

 

 

 

Initiallycapitalized terms are defined in the Custodial Agreement, dated August 4,2004 among UBS Real Estate Securities Inc., MortgageIT, Inc., MortgageITHoldings, Inc., MortgageIT SPV I and JPMorgan Chase Bank.

 
|   | Very truly yours,                 |
|--------|-----------------------------------|
|   |                              |
|   | UBS REAL ESTATE  SECURITIES, INC. |
|   |                              |
|   |                              |
|   | By:                               |   |   |
|   |                              | Name: |
|   |                              | Title: |

 

I-3-1

----

 

EXHIBITJ

 

[NOTICE BY ASSIGNEE TO CUSTODIAN OF UBS’SDEFAULT]

 

JPMorgan Chase Bank4 Metrotech Center

Brooklyn, New York 11245

 

Re:                               WholeLoan Purchase Program

 

Ladies and Gentlemen:

 

Noticeis hereby given that UBS has materially defaulted in its obligations under anagreement between Assignee and UBS relating to the financing by Assignee ofUBS’s purchase of Mortgage Loans described on Schedule 1 hereto.  Assignee hereby (i) directs that Custodianact with respect to the related mortgage files solely in the capacity ofcustodian for, and bailee of, Assignee, (ii) directs that Custodian hold suchmortgage files for the exclusive use and benefit of Assignee and (iii) assumesthe rights of UBS to furnish instructions to Custodian as to the disposition ofsuch mortgage files and such rights shall be exercisable solely by Assignee.

 

Pleaseacknowledge the foregoing by signing below and returning a copy of this noticeto us at [address].

 

 
|                  | Very truly yours,                |
|-----------------------|----------------------------------|
|                  |                             |
|                  | [ASSIGNEE]                       |
|                  |                             |
|                  |                             |
|                  | By:                              |   |   |
|                  |                             | Name: |
|                  |                             | Title: |
|                  |                             |
| RECEIPT ACKNOWLEDGED: |                             |
|                  |                             |
| JPMORGAN CHASE BANK   |                             |
|                  |                             |
| By:                   |                             |   |   |
|                  | Name:                            |   |
|                  | Title:                           |   |
|                  |                             |
|                  |                             |
| cc:                   | UBS Real Estate  Securities Inc. |   |
|                       |                                  |  |  |  |  |  |

 

J-1

----

 

EXHIBIT K

 

LIMITED POWER OF ATTORNEY

 

Referenceis hereby made to the Custodial Agreement (the “Agreement”), datedAugust 4, 2004, among JPMorgan Chase Bank (“Custodian”), UBS Real Estate SecuritiesInc. (“UBS”), MortgageIT SPV I (“Trust”), MortgageIT, Inc. and MortgageITHoldings , Inc.  Any capitalized termnot otherwise defined herein shall have the meaning assigned to such term inthe Agreement.

 

Knowall people by these presents, that Trust, a statutory trust organized andexisting under the laws of the State of Delaware, does hereby make, constituteand appoint,                      ,                      or                      ,or any officer assigned to the [Corporate Trust Group] (or any successorthereto), including any Vice President, Assistant Vice President, TrustOfficer, any Assistant Secretary, any trust officer or any other officer ofCustodian customarily performing functions similar to those performed by any ofthe above designated officers and having direct responsibility for theadministration of the Agreement, each acting singly and independently of theother, as its true and lawful attorney for it and in its name, place and steadto endorse a Mortgage Note that has not otherwise been endorsed as follows:

 

“Pay to the orderof                      

 
|   | [SELLER] |
|--------|----------|
|   |     |
|   | By:      |   |
|   |     | Its:   [               ] |

 

provided, however,a Mortgage Note shall only be endorsed pursuant to this Power of Attorneypursuant to the terms and conditions set forth in Section 4(b)(ii) of theAgreement.

 

INWITNESS WHEREOF, MORTGAGEIT SPV I, has caused this Power of Attorney to beexecuted in its name by its duly authorized officer this     dayof                      .

 
|      | MORTGAGEIT,  INC. |
|-----------|-------------------|
|      |              | for  and on behalf of Trust as the  Administrator |
|      |              |   |
|      | By:               |   |   |
|      |              | Its: |
|      |              |
| STATE OF  | )                 |   |   |   |
|      | )                 | ss: |   |   |
| COUNTY OF | )                 |   |   |   |
|           |                   |  |  |  |  |  |

 

On the   th day of             ,in the year 200  , before me personally came                                    ,to me known, who, being by me duly sworn, did depose and say that he/she is                                       of MORTGAGEIT, INC., the corporation described in and

 

K-1

----

 

which executed the above instrument and that he/she executed saidinstrument by order of the board of directors of said corporation.

 
|   |          |   |
|--------|---------------|--------|
|   | Notary Public |   |

 

K-2

----

 

EXHIBITL

 

UNIDENTIFIED MORTGAGE LOANS LIST

 

Withregard to MortgageIT SPV I, the following mortgage loans were received byJPMorgan Chase Bank on [Date] and were not referenced on UBS Real EstateSecurities Inc.’s Request for Certification.

 
| **Loan #** |   | **Last  Name** |   | **Face  Amount** |   | **Takeout  Investor** |   | **Expiration  Date** |
|------------|--------|----------------|--------|------------------|--------|-----------------------|--------|----------------------|
|       |   |           |   |             |   | **(if applicable)**   |   |                 |
|       |   |           |   |             |   |                  |   |                 |
|       |   |           |   |             |   |                  |   |                 |
|       |   |           |   |             |   |                  |   |                 |
|       |   |           |   |             |   |                  |   |                 |
|       |   |           |   |             |   |                  |   |                 |
|       |   |           |   |             |   |                  |   |                 |

 

L-1

----

 

EXHIBITM

 

UNIDENTIFIED/SUSPENSION MORTGAGE LOANDIRECTIVE

 
| Seller’s Name: |   |   |
|---------------------|--------|--------|
| Product Name:       |   |   |
|                     |        |        |  |

 

M-1

----

 
| **Reference #  (if applicable)** |   | **Unidentified/  Suspension** |   | **Loan  # MERS  Identification  # (if  applicable)** |   | **Last  Name** |   | **Face  Amount** |   | **Commitment  Expiration Date** |   | **Instruction  (Hold/Return/Delivery)** |
|----------------------------------|--------|-------------------------------|--------|------------------------------------------------------|--------|----------------|--------|------------------|--------|---------------------------------|--------|-----------------------------------------|
|                             |   |                          |   |                                                 |   |           |   |             |   |                            |   |                                    |
|                             |   |                          |   |                                                 |   |           |   |             |   |                            |   |                                    |
|                             |   |                          |   |                                                 |   |           |   |             |   |                            |   |                                    |
|                             |   |                          |   |                                                 |   |           |   |             |   |                            |   |                                    |
|                             |   |                          |   |                                                 |   |           |   |             |   |                            |   |                                    |
|                             |   |                          |   |                                                 |   |           |   |             |   |                            |   |                                    |
|                             |   |                          |   |                                                 |   |           |   |             |   |                            |   |                                    |
|                             |   |                          |   |                                                 |   |           |   |             |   |                            |   |                                    |
|                             |   |                          |   |                                                 |   |           |   |             |   |                            |   |                                    |
|                             |   |                          |   |                                                 |   |           |   |             |   |                            |   |                                    |
|                             |   |                          |   |                                                 |   |           |   |             |   |                            |   |                                    |
|                             |   |                          |   |                                                 |   |           |   |             |   |                            |   |                                    |
|                             |   |                          |   |                                                 |   |           |   |             |   |                            |   |                                    |
|                             |   |                          |   |                                                 |   |           |   |             |   |                            |   |                                    |

 

M-2

----

 

EXHIBITN

 

[LETTERHEAD OF ADMINISTRATOR]

 

[DATE]

 
| To:    | JPMorgan Chase Bank       |
|--------|---------------------------|
|   | 4 Metrotech Center        |
|   | Brooklyn, New York  11245 |

 

 

Please deliver theSubmission Package(s) as indicated on the attached list, in accordance with theterms of the agreement, to the following:

 

Company Name:Address::City, State Zip:Attn.:

 

The documents in the SubmissionPackage shall be arranged as follows:

 

N-1

----

 

[LETTER OF ADMINISTRATOR]

 

[DATE]

 

LOANS TO BE DELIVERED BYJPMORGAN CHASE BANK FOR MORTGAGEIT SPV I

 
|   |   | **Loan  #  MIN # (If  applicable):** |   | **Borrower’s  Name:** |   | **Loan  Amount:** |
|--------|--------|-------------------------------------------|--------|----------------------------|--------|-------------------|
|   |   |                                      |   |                       |   |              |
| 1.     |   |                                      |   |                       |   |              |
| 2.     |   |                                      |   |                       |   |              |
| 3.     |   |                                      |   |                       |   |              |
| 4.     |   |                                      |   |                       |   |              |
| 5.     |   |                                      |   |                       |   |              |
| 6.     |   |                                      |   |                       |   |              |
| 7.     |   |                                      |   |                       |   |              |
| 8.     |   |                                      |   |                       |   |              |
| 9.     |   |                                      |   |                       |   |              |
| 10.    |   |                                      |   |                       |   |              |

 

N-2

----

 

EXHIBITO

 

UBS’S INSTRUCTIONS TO CUSTODIAN TO DESTROYSPECIFIED FILES

 

JPMorgan Chase Bank4 Metrotech Center

Brooklyn, New York 11245

Attention:                         

 

Re:                               Destructionof Files

 

Dear                :

 

Youare hereby authorized to destroy any documents relating the Mortgage Loanslisted below which were delivered to you in connection with the CustodialAgreement referenced below and which remain in your possession: 

 

| **Loan #** |   | **Last  Name** |   | **Face  Amount** |
|------------|--------|----------------|--------|------------------|
|       |   |           |   |             |
|       |   |           |   |             |
|       |   |           |   |             |
|       |   |           |   |             |
|       |   |           |   |             |
|       |   |           |   |             |
|       |   |           |   |             |
|       |   |           |   |             |
|       |   |           |   |             |

 

Initiallycapitalized terms are defined in the Custodial Agreement, dated August 4,2004 among MortgageIT SPV I, MortgageIT, Inc., MortgageIT Holdings, Inc., UBSReal Estate Securities Inc. and JPMorgan Chase Bank.

 
|   | Very truly yours,                |
|--------|----------------------------------|
|   |                             |
|   | UBS REAL ESTATE  SECURITIES INC. |
|   |                             |
|   |                             |
|   | By.                              |   |
|   |                             | Name: |
|   |                             | Title: |

 

O-1

----

 

EXHIBITP

 

[RESERVED]

 

P-1

----

 

EXHIBITQ

 

**AUTHORIZED REPRESENTATIVES OF UBS**

 
| **Name** |   | **Title** |   | **Specimen Signature** |
|----------|--------|-----------|--------|------------------------|
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |

 

Q-1

----

 

EXHIBITR

 

**AUTHORIZED REPRESENTATIVES OF TRUST**

 
| **Name** |   | **Title** |   | **Specimen Signature** |
|----------|--------|-----------|--------|------------------------|
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |

 

R-1

----

 

EXHIBITS

 

**AUTHORIZED REPRESENTATIVES OF CUSTODIAN**

 
| **Name** |   | **Title** |   | **Specimen Signature** |
|----------|--------|-----------|--------|------------------------|
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |

 

S-1

----

 

EXHIBITT

 

**AUTHORIZED REPRESENTATIVES OF MORTGAGEIT,INC.**

 
| **Name** |   | **Title** |   | **Specimen Signature** |
|----------|--------|-----------|--------|------------------------|
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |

 

T-1

----

 

EXHIBITU

 

**AUTHORIZED REPRESENTATIVES OF MORTGAGEHOLDINGS, INC.**

 
| **Name** |   | **Title** |   | **Specimen Signature** |
|----------|--------|-----------|--------|------------------------|
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |
|     |   |      |   |                   |

 

A-1

----

 

SCHEDULE A

 

**LIST OF CONDUITS**

 

A-1

----