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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 principal and interest,
with
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