and among
MortgageIT, MortgageIT Holdings, and Wilmington Trust Company, as Owner Trustee,
as amended, supplemented or otherwise modified from time to time.
ARTICLE II
AGREEMENT TO PURCHASE, CONVEYANCE,
AND DELIVERY OF THE MORTGAGE LOANS
SECTION 2.01
CONVEYANCE OF MORTGAGE LOANS;
POSSESSION OF SUBMISSION PACKAGES; BOOKS & RECORDS.
(A)
CONVEYANCE OF MORTGAGE LOANS; DELIVERY OF
MORTGAGE LOAN DOCUMENTS.
PURSUANT TO THE LOAN SALE AGREEMENT, ON EACH PURCHASE
DATE, MORTGAGEIT HOLDINGS SHALL SELL, TRANSFER, ASSIGN, SET OVER AND CONVEY TO
THE REIT SUB-TRUST, WITHOUT RECOURSE, AND ON A SERVICING-RELEASED BASIS, BUT
SUBJECT TO THE TERMS OF THIS AGREEMENT, ALL ITS RIGHT, TITLE AND INTEREST IN AND
TO THE MORTGAGE LOANS.
PURSUANT TO THE NOTE PURCHASE AGREEMENT, THE REIT
SUB-TRUST SHALL PLEDGE TO UBS ALL ITS RIGHT, TITLE AND INTEREST IN AND TO THE
MORTGAGE LOANS.
FROM AND AFTER THE SALE OF THE MORTGAGE LOANS TO THE REIT
SUB-TRUST, ALL RIGHTS ARISING OUT OF SUCH MORTGAGE LOANS, INCLUDING BUT NOT
LIMITED TO ALL FUNDS RECEIVED ON OR IN CONNECTION WITH SUCH MORTGAGE LOANS,
SHALL BE RECEIVED AND HELD BY THE REIT SERVICER IN TRUST FOR THE BENEFIT OF UBS
AS OWNER OF SUCH MORTGAGE LOANS, AND SHOULD THE REIT SERVICER RETAIN RECORD
TITLE TO A RELATED MORTGAGE, SUCH TITLE SHALL BE HELD BY THE REIT SERVICER FOR
THE SOLE PURPOSE OF FACILITATING THE SERVICING OF THE RELATED MORTGAGE LOAN.
(B)
POSSESSION OF SUBMISSION PACKAGES.
AS OF
THE RELATED PURCHASE DATE, MORTGAGEIT HOLDINGS WILL HAVE DELIVERED AND RELEASED
TO THE RELATED CUSTODIAN THOSE MORTGAGE DOCUMENTS AS REQUIRED BY THE LOAN SALE
AGREEMENT AND THE CUSTODIAL AGREEMENT WITH RESPECT TO EACH MORTGAGE LOAN.
THE
CONTENTS OF EACH SUBMISSION PACKAGE NOT DELIVERED TO THE RELATED CUSTODIAN ARE
AND SHALL BE HELD IN TRUST BY THE REIT SERVICER FOR THE BENEFIT OF UBS AS THE
OWNER.
THE REIT SERVICER SHALL MAINTAIN A SERVICING FILE CONSISTING OF A COPY
OF THE CONTENTS OF EACH SUBMISSION PACKAGE AND THE ORIGINALS OF THE DOCUMENTS IN
EACH SUBMISSION PACKAGE NOT DELIVERED TO THE RELATED CUSTODIAN.
THE POSSESSION
OF EACH SERVICING FILE BY THE REIT SERVICER IS AT THE WILL OF UBS FOR THE SOLE
PURPOSE OF SERVICING THE RELATED MORTGAGE LOAN, AND SUCH RETENTION AND
POSSESSION BY THE REIT SERVICER IS IN A CUSTODIAL CAPACITY ONLY.
ON THE RELATED
PURCHASE DATE THE OWNERSHIP OF EACH RELATED MORTGAGE NOTE, THE RELATED MORTGAGE
AND THE RELATED MORTGAGE DOCUMENTS AND SERVICING FILE SHALL VEST IMMEDIATELY IN
THE REIT SUB-TRUST, AND THE OWNERSHIP OF ALL RECORDS AND DOCUMENTS WITH RESPECT
TO THE RELATED MORTGAGE LOAN PREPARED BY OR WHICH COME INTO THE POSSESSION OF
THE REIT SERVICER SHALL VEST IMMEDIATELY IN UBS AND SHALL BE RETAINED AND
MAINTAINED BY THE REIT SERVICER, IN TRUST, AT THE WILL OF UBS AND ONLY IN SUCH
CUSTODIAL CAPACITY.
EACH SERVICING FILE SHALL BE SEGREGATED FROM THE OTHER
BOOKS AND RECORDS OF THE REIT SERVICER AND SHALL BE MARKED APPROPRIATELY TO
REFLECT CLEARLY THE SALE OF
6
the related Mortgage Loan to UBS.
The REIT Servicer shall release