SHALL BE PERMITTED TO
REQUEST UBS TO MAKE THE FOLLOWING WITHDRAWALS FROM THE BLOCKED ACCOUNT, IT BEING
UNDERSTOOD THAT ONLY UBS SHALL, BY WRITTEN INSTRUCTION, BE PERMITTED TO DIRECT
THE BANK HOLDING THE BLOCKED ACCOUNT TO REMIT FUNDS THEREFROM:
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(I)
TO REIMBURSE ITSELF FOR ANY SERVICING
ADVANCES, BUT ONLY FROM AMOUNTS RECEIVED ON ACCOUNT OF THE CORRESPONDING
MORTGAGE LOAN;
(II)
TO PAY TO ITSELF FOR ANY INCOME OR GAIN
REALIZED FROM THE INVESTMENT OF FUNDS IN THE BLOCKED ACCOUNT IN ELIGIBLE
ACCOUNTS PURSUANT TO SECTION 4.08;
(III)
TO REIMBURSE ITSELF FOR EXPENSES INCURRED
AND REIMBURSABLE TO IT PURSUANT TO SECTION 7.01;
(IV)
TO PAY ANY AMOUNT REQUIRED TO BE PAID PURSUANT
TO SECTION 4.14 RELATED TO ANY REO PROPERTY, IT BEING UNDERSTOOD THAT IN THE
CASE OF ANY SUCH EXPENDITURE OR WITHDRAWAL RELATED TO A PARTICULAR REO PROPERTY,
THE AMOUNT OF SUCH EXPENDITURE OR WITHDRAWAL FROM THE BLOCKED ACCOUNT SHALL BE
LIMITED TO AMOUNTS ON DEPOSIT IN THE BLOCKED ACCOUNT WITH RESPECT TO THE RELATED
REO PROPERTY;
(V)
ON EACH PAYMENT DATE, TO PAY TO UBS, TO THE
EXTENT OF AVAILABLE FUNDS ON DEPOSIT IN THE BLOCKED ACCOUNT, AN AMOUNT EQUAL TO
ALL INTEREST DUE TO UBS, TOGETHER WITH ALL PRINCIPAL COLLECTIONS AND OTHER
RECOVERIES OF PRINCIPAL RECEIVED BY THE REIT SERVICER (INCLUDING ANY REPURCHASE
PRICES NOT RECOVERED DIRECTLY BY UBS) DURING THE PRECEDING MONTH ON THE MORTGAGE
LOANS, IN EACH CASE TO THE EXTENT NOT PREVIOUSLY REMITTED TO UBS BY THE REIT
SERVICER OR THE REIT SUB-TRUST (IT BEING ACKNOWLEDGED BY THE PARTIES THAT
AMOUNTS REPRESENTING THE PRINCIPAL PREPAYMENTS ARE EXPECTED TO BE REMITTED TO
UBS IMMEDIATELY UPON RECEIPT AND IN NO EVENT LATER THAN THE BUSINESS DAY
FOLLOWING THE DATE ON WHICH SUCH PRINCIPAL PREPAYMENTS WERE RECEIVED BY THE REIT
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
(IX)
TO CLEAR AND TERMINATE THE BLOCKED ACCOUNT
UPON THE TERMINATION OF THIS AGREEMENT AND THE TRUST AGREEMENT.
(B)
FOLLOWING THE REIT SERVICER'S RECEIPT OF A
WRITTEN NOTICE FROM UBS NOTIFYING THE REIT SERVICER OF THE OCCURRENCE OF A
FACILITY DEFAULT, AN ACCELERATION OF THE REIT 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 the REIT directly services any of the Mortgage Loans, the REIT Servicer shall
establish an Escrow Account and the provisions of this Section 4.06 and of
Section 4.08 shall control.
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(A)
ESTABLISHMENT.
THE REIT 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