AMENDMENT NUMBER FIVE
to the
MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT,
dated as of November 1, 2001,
between
UBS REAL ESTATE SECURITIES INC.,
and
COUNTRYWIDE HOME LOANS, INC.
This AMENDMENT NUMBER FIVE (this
“Amendment Number Five”) is made as of November 11,
2004, between Countrywide Home Loans, Inc., (the
“Seller”) and UBS Real Estate Securities Inc., (the
“Purchaser”), to the Master Loan Purchase and Servicing
Agreement, dated as of November 1, 2001 (as amended, supplemented
or otherwise modified from time to time, the
“Agreement”) between the Purchaser and the
Seller.
RECITALS
WHEREAS, the Seller and the Purchaser
hereto desire to amend the Agreement subject to the terms and
conditions of this Amendment Number Five.
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and of the mutual covenants herein contained, the
parties hereto hereby agree as follows:
SECTION 1. Defined Terms . Any
terms capitalized but not otherwise defined herein shall have the
respective meanings set forth in the Agreement.
SECTION 2. Amendments . Effective
as of November 11, 2004, the Agreement is hereby amended as
follows:
(A)
Subsection 7.01 of the Agreement is
hereby amended by adding the following subsections after Subsection
7.01(x):
(xi) The consideration received by the
Seller upon the sale of the Mortgage Loans constitutes fair
consideration and reasonably equivalent value for such Mortgage
Loans; and
(xii) The Seller is solvent and will not
be rendered insolvent by the consummation of the transactions
contemplated hereby. The Seller is not transferring any
Mortgage Loan with any intent to hinder, delay or defraud any of
its creditors.
(B)
Subsection 7.02 of the Agreement is
hereby amended by adding the following to the end of Subsection
7.02(xx):
(C)
Subsection 7.02(xxvi) of the Agreement is
hereby amended by deleting that subsection in its entirety and
replacing it with the following:
“Except for streamline
documentation loans, the Mortgage File contains an appraisal of the
related Mortgaged
