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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 rela
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