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Document Preview Mortgage Loan Participation Agreement |
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Title: |
Mortgage Loan Participation Agreement |
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Entities: |
Freddie Mac; Mortgageit Holdings, Inc.; Federal National Mortgage Association |
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Date: |
2004 |
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Size: |
88KB total |
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Price: |
$39 |
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ID: |
#1455902 |
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Start of Preview |
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MORTGAGE LOAN PARTICIPATION AGREEMENT
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PARTICIPANT: |
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UBS WARBURG REAL ESTATE SECURITIES INC. |
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ADDRESS: |
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1285 AVENUE OF THE AMERICAS |
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SELLER: |
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MORTGAGEIT, INC. |
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ADDRESS: |
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33 MAIDEN LANE |
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DATE OF AGREEMENT: |
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DECEMBER 1, 2003 |
TABLE OF CONTENTS
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Transfers of Participation Certificates and Securities by Participant |
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Record Title to Mortgage Loans; Intent of Parties; Security Interest. |
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Exhibit A |
Participation Certificate |
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Exhibit B |
Trade Assignment |
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Exhibit C |
Document List |
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Exhibit D |
Warehouse Lenders Release |
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Exhibit E |
Assignment |
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Exhibit F |
Authorized Signatories |
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Exhibit G |
Form of Opinion |
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Exhibit H |
UCC-1 Financing Statement |
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Annex A |
Sellers Delivery Instructions |
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ii
MORTGAGE LOAN PARTICIPATION AGREEMENT
Mortgage Loan Participation Agreement (Agreement), dated as of the date set forth on the cover page hereof, between UBS WARBURG REAL ESTATE SECURITIES INC. (Participant) and the Seller whose name is set forth on the cover page hereof (Seller).
PRELIMINARY STATEMENT
Seller desires to sell to Participant from time to time Participation Certificates evidencing a 100% undivided ownership interest in certain Mortgage Loans eligible in the aggregate to back Securities with the terms described in related Take-Out Commitments.
Participant desires and may in its sole discretion purchase such Participation Certificates from Seller in accordance with the terms and conditions set forth in this Agreement. Seller, subject to the terms hereof, will cause (a) Mortgage Loans evidenced by a Participation Certificate to back a GNMA Security issued by Seller and guaranteed by GNMA, a FNMA Security issued and guaranteed by FNMA or a FHLMC Security issued and guaranteed by FHLMC and (b) Delivery of such GNMA Security, FNMA Security or FHLMC Security by GNMA, FNMA or FHLMC to Participant or its designee, which GNMA Security, FNMA Security or FHLMC Security will be purchased by a Takeout Investor.
Participants willingness to purchase any Participation Certificate evidencing particular Mortgage Loans is based on Participants expectation, in reliance upon Sellers representations and warranties herein, that such Mortgage Loans in the aggregate, constitute a pool or pools of mortgage loans that are eligible to back a Security and that the Security, in the amount and with the terms described in the related Take-Out Commitment, will be issued and Participant will receive Delivery thereof within the time period agreed upon between Participant and Seller and reflected in the terms of such Participation Certificate.
The amount of the Purchase Price and the Performance Fee to be paid by Participant to Seller with respect to each Participation Certificate will be calculated on the expectation of Participant, based upon the representations and warranties of the Seller herein, that Participant will receive Delivery of the Security to be backed by the Mortgage Loans evidenced by the Participation Certificate purchased by Participant on the specified Anticipated Delivery Date and that failure to receive such Delivery will result in a material decrease in the market value of the Participation Certificate and the underlying Mortgage Loans considered as a whole. During the period from the purchase of a Participation Certificate to Delivery of the related Security, Participant expects to rely entirely upon Seller to service the Mortgage Loans evidenced by the applicable Participation Certificate, it being acknowledged that the continued effectiveness of Sellers Agency Approvals during such period constitutes an essential factor in the calculation by Participant of the Purchase Price and the Performance Fee paid to Seller for the related Participation Certificate and that loss of such Agency Approvals by Seller would result in a material decrease in the market value of the Participation Certificate and the underlying Mortgage Loans considered as a whole.
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