FOLLOWING
THE DATE ON WHICH SUCH PRINCIPAL PREPAYMENTS WERE RECEIVED BY THE TRS SERVICER);
(VI)
TO WITHDRAW FUNDS DEPOSITED IN ERROR;
(VII)
ON EACH PAYMENT DATE, TO PAY TO ITSELF THE
SERVICING FEE FROM ANY AMOUNTS REMAINING AFTER THE PAYMENT TO UBS REFERENCED IN
CLAUSE (V) ABOVE, SUBJECT TO SECTION 6.03 HEREOF;
(VIII)
ON EACH PAYMENT DATE, FROM AMOUNTS REMAINING, TO
MAKE PAYMENTS IN ACCORDANCE WITH THE TRUST AGREEMENT; AND
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(IX)
TO CLEAR AND TERMINATE THE BLOCKED ACCOUNT
UPON THE TERMINATION OF THIS AGREEMENT AND THE TRUST AGREEMENT.
(B)
FOLLOWING THE TRS SERVICER'S RECEIPT OF A
WRITTEN NOTICE FROM UBS NOTIFYING THE TRS SERVICER OF THE OCCURRENCE OF A
FACILITY DEFAULT, AN ACCELERATION OF THE TRS SUB-TRUST'S OBLIGATIONS UNDER THE
LOAN REPURCHASE AGREEMENT, THE LOAN PARTICIPATION AGREEMENT, THE LOAN PURCHASE
AGREEMENT, OR AN EVENT OF DEFAULT HEREUNDER, ALL AMOUNTS DEPOSITED IN THE
BLOCKED ACCOUNT SHALL BE PAID TO UBS.
Section 4.06
Escrow Account.
If any Mortgage Loans are serviced by MortgageIT directly rather than serviced
by GMAC as sub-servicer, the provisions of this Section 4.06 and of
Section 4.08 shall control.
(A)
ESTABLISHMENT.
THE TRS SERVICER SHALL
SEGREGATE AND HOLD ALL FUNDS COLLECTED AND RECEIVED PURSUANT TO A MORTGAGE LOAN
CONSTITUTING ESCROW PAYMENTS SEPARATE AND APART FROM ANY OF ITS OWN FUNDS AND
GENERAL ASSETS AND SHALL ESTABLISH AND MAINTAIN ONE OR MORE ESCROW ACCOUNTS, IN
THE FORM OF TIME DEPOSIT OR DEMAND ACCOUNTS, ESTABLISHED IN THE NAME OF
"MORTGAGEIT, INC., AS SERVICER, IN TRUST FOR UBS REAL ESTATE SECURITIES INC. AND
ITS ASSIGNEES AND VARIOUS MORGAGORS".
THE ESCROW ACCOUNT SHALL BE ESTABLISHED
WITH [JPMORGAN CHASE BANK], IN A MANNER THAT SHALL PROVIDE MAXIMUM AVAILABLE
INSURANCE THEREUNDER.
FUNDS DEPOSITED IN THE ESCROW ACCOUNT MAY BE DRAWN ON BY
THE TRS SERVICER IN ACCORDANCE WITH SECTION 4.06(C).
(B)
DEPOSITS TO ESCROW ACCOUNT.
THE TRS
SERVICER SHALL DEPOSIT IN THE ESCROW ACCOUNT WITHIN THREE (3) BUSINESS DAYS
AFTER RECEIPT OF FUNDS, AND RETAIN THEREIN:
(I)
ALL ESCROW PAYMENTS COLLECTED ON ACCOUNT
OF THE MORTGAGE LOANS, FOR THE PURPOSE OF EFFECTING PAYMENT OF ANY ITEM REQUIRED
UNDER THE TERMS OF THE RELATED ESCROW AGREEMENT WITH THE MORTGAGOR; AND
(II)
ALL AMOUNTS REPRESENTING INSURANCE
PROCEEDS OR CONDEMNATION PROCEEDS THAT ARE TO BE APPLIED TO THE RESTORATION OR
REPAIR OF ANY MORTGAGED PROPERTY; AND
(III)
ANY AMOUNTS REQUIRED TO BE DEPOSITED BY THE
TRS SERVICER PURSUANT TO SECTION 4.08 IN CONNECTION WITH THE INVESTMENT IN
ELIGIBLE ACCOUNTS.
(C)
WITHDRAWALS FROM ESCROW ACCOUNT.
WITHDRAWALS FROM THE ESCROW ACCOUNT MAY BE MADE BY THE TRS SERVICER ONLY:
(I)
TO EFFECT PAYMENTS OF ITEMS CONSTITUTING
ESCROW PAYMENTS FOR THE RELATED MORTGAGE PURSUANT TO THE TERMS OF THE MORTGAGE
OR ANY OTHER RELATED DOCUMENT;
(II)
TO REIMBURSE THE TRS SERVICER FOR ANY
SERVICING ADVANCES MADE BY THE TRS SERVICER PURSUANT TO SECTION 4.07 WITH
RESPECT TO A RELATED MORTGAGE LOAN, BUT ONLY FROM AMOUNTS RECEIVED ON THE
RELATED MORTGAGE LOAN WHICH REPRESENT LATE COLLECTIONS OF ESCROW PAYMENTS
THEREUNDER;
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(III)
TO REFUND TO ANY MORTGAGOR ANY