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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
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