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AMENDMENT NUMBER ONE
to the
MASTER LOAN PURCHASE AND
SERVICING AGREEMENT,
dated as of September 1, 2006,
between
UBS REAL ESTATE SECURITIES INC.,
and
INDYMAC BANK, F.S.B.
This AMENDMENT NUMBER ONE (this
“Amendment”) is made and is effective as of this 1st
day of March, 2007, between IndyMac Bank, F.S.B. (the
“Company”) and UBS Real Estate Securities Inc. (the
“Purchaser”), to the Master Loan Purchase and
Servicing Agreement, dated as of September 1, 2006 as amended,
(the “Purchase Agreement”), between the Purchaser
and the Company.
RECITALS
WHEREAS, the Company and the Purchaser hereto
desire to amend the Purchase Agreement subject to the terms and
conditions of this Amendment.
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 Purchase Agreement.
SECTION 2.
Amendments .
Effective as of March 1, 2007, the Purchase
Agreement is hereby amended as follows:
(A) Section 7.02 of the Purchase Agreement
is hereby modified by deleting subsection (vi) in its entirety
and replacing it with the following (with added language
underlined for ease of review):
“(vi) The Note and the Mortgage are not
subject to any right of rescission, set-off, counterclaim or
defense, including, without limitation, the defense of usury,
nor will the operation of any of the terms of the Mortgage Note
or the Mortgage, or the exercise of any right thereunder, render
the Mortgage Note or Mortgage unenforceable, in whole or in
part, or subject to any right of rescission, reformation
, set-off, counterclaim or defense, including the defense of
usury, and no such right of rescission, reformation ,
set-off, counterclaim or defense has been asserted with respect
thereto, and there is no basis for the Mortgage Loan to be
modified or reformed with the consent of the Mortgagor under
applicable law ;”
(B) Section 3.02 of the Purchase Agreement
is hereby modified by adding the following subsection at the end
thereto:
“(lxii)
No Mortgage Loan is (i) secured by a Mortgaged
Property located within the "Pilot Program Area" in Cook County
in the State of Illinois, and (ii) recorded on or after
September 1, 2006 and closed on or before January 19, 2007, and
no applicati
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