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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 o
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