AMENDMENT NUMBER THREE
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 THREE (this
"Amendment") is made as of November 1, 2003, 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 ofNovember 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.
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 November 1, 2003, the Agreement is hereby amended as
follows:
(A) Subsection 7.02(xli) of the Agreement
is hereby amended by deleting the section in its entirety and
replacing it with the following:
(xli)
None of the Loans are (a) subject to,
covered by or in violation of the Home Ownership and Equity
Protection Act of 1994 ("HOEPA " ), (b) classified as
" high cost, " " covered,
" " high risk home", "threshold," or
" predatory " loans under any other
applicable state, federal or local law, including any predatory or
abusive lending laws (or similarly classified loans using different
terminology under a law imposing heightened scrutiny or additional
legal liability for residential mortgage loans having high interest
rates, points and/or fees) or (c) in violation of any state law or
ordinance comparable to HOEPA;
(B) Subsection 7.02(xlii) of the
Agreement is hereby amended by deleting that subsection
i
