AMENDMENT NUMBER ONE
to the
MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT,
dated as of November 1, 2001,
between
UBS WARBURG REAL ESTATE SECURITIES INC.,
and
COUNTRYWIDE HOME LOANS, INC.
This AMENDMENT NUMBER ONE (this
“Amendment”) is made as of November 15, 2002, between
Countrywide Home Loans, Inc., (the “Seller”) and UBS
Warburg Real Estate Securities Inc., (the “Purchaser”),
to the Master Loan Purchase and Servicing Agreement, dated as of
November 1, 2001 (the “Agreement”) between the
Purchaser and the Seller, as otherwise amended.
RECITALS
WHEREAS, the Seller and the Purchaser
hereto desire to amend the 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 Agreement.
SECTION 2. Amendments. (A)
Effective as of November 1, 2001, Section 6.04 of Exhibit 9 of the
Agreement is hereby modified by deleting the section in its
entirety and replacing it with the following:
(a)
The Seller will deliver to the Purchaser,
to any master servicer which is master servicing any of the
Mortgage Loans pursuant to a Pass-Through Transfer or other
securitization transaction (each, a “Master Servicer”)
and to any entity which is the depositor of the Mortgage Loans
pursuant to a Pass-Through Transfer or other securitization
transaction (each, a “Depositor”) not later than
February 28 of each calendar year, an Officer’s Certificate
stating, as to each signatory thereof, that (i) a review of the
activities of the Seller during the preceding year and of
performance under this Agreement has been made under such
officers’ supervision and (ii) to the best of such
officer’s knowledge, based on such review, the Seller has
fulfilled all of its obligations under this Agreement throughout
such year, or, if there has been a default in the fulfillment of
any such obligation, specifying each such default known to such
officer and the nature and status thereof. Copies of such statement
may be provided by the Purchaser to any Person identified as a
prospective purchaser of the Mortgage Loans.
(b)
With respect to any Mortgage Loans that
are subject to a Pass-Through Transfer or other securitization
transaction, by February 28 of each year (or if not a Business Day,
the immediately preceding Business Day), or at any other time upon
thirty (30) days written request, an officer of the Seller shall
execute and deliver an Officer’s Certificate to the
Purchaser, any Master Servicer and any Depositor for the benefit of
each such entity and such entity’s affiliates and the
officers, directors and agents of any such entity and such
entity’s affiliates, an Officer’s Certificate in the
form attached hereto as Exhibit 14.
(c)
The Seller shall indemnify and hold
harmless the Master Servicer, the Depositor, the Purchaser (and if
this Agreement has been assigned in whole or in part by the
Purchaser, any and all Persons previously acting as
“Purchaser” hereunder), and their respective officers,
directors, agents and affiliates, and such affiliates’
officers, directors and agents (any such person, an
“Indemnified Party”) from and against any losses,
damages, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments and other costs and expenses arising out
of or based upon a breach by the Seller or any of its officers,
directors, agents or affiliates of its obligations under this
Section 11.24 or Section 11.25, or the negligence, bad faith or
willful m
