AMENDMENT NUMBER SEVEN
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 SEVEN (this
“Amendment Number Seven”) is made as of August 1, 2006,
between Countrywide Home Loans, Inc., (the “Seller”)
and UBS Real Estate Securities Inc. (the “Purchaser”),
to the Mortgage 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 Seven.
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 August 1, 2006, the Agreement
is hereby amended as follows:
(A)
Section 1 of the Agreement is hereby
amended by adding the following definitions:
Negative Amortization
: The portion of interest accrued
at the Mortgage Interest Rate in any month which exceeds the
Monthly Payment on the related Option ARM Mortgage Loan for such
month and which, pursuant to the terms of the Mortgage Note, is
added to the principal balance of the Option ARM Mortgage
Loan.
Option ARM Mortgage Loan
: An Adjustable Rate Mortgage Loan
which (i) provides the Mortgagor with multiple Monthly Payment
options and (ii) may result in Negative Amortization.
Payment Adjustment Date
: With respect to each Option ARM
Mortgage Loan, the date on which the Monthly Payment shall be
adjusted.
(B)
The definition of Stated Principal
Balance in Section 1 of the Agreement is hereby amended by
inserting the phrase “, plus (iii) with respect to an Option
ARM Mortgage Loan, the amount of any Negative Amortization that has
accumulated on such Option ARM Mortgage Loan as of the Cut-off
Date” at the end thereof.
(C)
Subsection 7.02(xvi) of the Agreement is
hereby amended by deleting the subsection in its entirety and
replacing it with the following:
The Mortgage Loan is covered by an ALTA
lender’s title insurance policy including all applicable
endorsements acceptable to FNMA or FHLMC, issued by a Qualified
Insurer, insuring (subject to the exceptions contained in (x)(a),
(b) and (c) above) the Company, its successors and assigns as to
the first priority lien of the Mortgage in the original principal
amount of the Mortgage Loan (including, if the Mortgage Loan is an
Option ARM Mortgage Loan which provides for Negative Amortization,
the maximum amount of Negative Amortization in accordance with the
Mortgage Note), and against any loss by reason of the invalidity or
unenforceability of the lien resulting from the provisions of the
Mortgage providing for adjustment in the Mortgage Interest Rate,
Monthly Payment and, with respect to an Option ARM Mortgage Loan
which provides for Negative Amortization, the Negative Amortization
provisions of the Mortgage Note.
(D)
Subsection 7.02(xx) of the Agreement is
hereby amended by deleting the following sentences:
The Mortgage Note is payable on the first
day of each month in monthly installments of principal and
interest, w
