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AMENDMENT NUMBER TWO
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 TWO (this "Amendment") is made as of
August 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 of November 1, 2001 (as amended, supplemented or otherwise
modified from time to time, 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. Effective as of August 1, 2003,
the Agreement is hereby amended as follows:
(A)
The first WHEREAS clause is amended to add "and conventional
fixed rate" following the words "conventional adjustable rate".
(B)
The following definitions are added to Section 1:
(i)
Adjustable Rate Mortgage Loan: A Mortgage Loan in which
the related Mortgage Note contains a provision whereby the Mortgage
Interest Rate is adjusted from time to time in accordance with the
terms of the Mortgage Note.
(ii)
Fixed Rate Mortgage Loan: A Mortgage Loan wherein the
Mortgage Interest Rate set forth in the Mortgage Note is fixed for
the term of such Mortgage Loan.
(C) The following definitions in Section 1 are hereby revised by
deleting the definition in its entirety and replacing it with the
following:
(i)
Mortgage Loan: An individual Fixed Rate Mortgage Loan or
Adjustable Rate Mortgage Loan, which Mortgage Loan includes without
limitation the Mortgage File, the Monthly Payments, Principal
Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds, REO disposition proceeds, and all other rights, benefits,
proceeds and obligations arising from or in connection with such
Mortgage Loan.
(ii)
Periodic Rate Cap: With respect to each Adjustable Rate
Mortgage Loan, the provision of each Mortgage Note which provides
for an absolute maximum amount by which the Mortgage Interest Rate
therein may increase or decrease on an Interest Rate Adjustment
Date above the Mortgage Interest Rate previously in effect, equal
to the rate set forth on the Mortgage Loan Schedule per adjustment.
The Periodic Rate Cap for a Treasury Rate Mortgage Loan, a LIBOR
Mortgage Loan, a 10/1 ARM Mortgage Loan, a 7/1 ARM Mortgage Loan, a
5/1 ARM Mortgage Loan and a 3/1 ARM Mortgage Loan is 2%; provided,
however, that the Periodic Rate Cap does not apply to a 5/1 ARM
Mortgage Loan, a 7/1 ARM Mortgage Loan or a 10/1 ARM Mortgage Loan
for the initial Interest Rate Adjustment Date. The Periodic Rate
Cap for a CD Mortgage Loan is 1%.
(iii)
Servicing Fee Rate: Unless otherwise provided for in the
related Purchase Price and Terms Letter and set forth in the
related Mortgage Loan Schedule, (i) 0.25% per annum with respect to
Fixed Rate Mortgage Loans, (ii) 0.375% per annum with respect to
LIBOR Mortgage Loans, Treasury Rate Mortgage Loans and CD Mortgage
Loans, (iii) with respect to 5/1 ARM Mortgage Loans, 7/1 ARM
Mortgage Loans and 10/1 ARM Mortgage Loans, 0.25% per annum during
the period the interest rate on such Mortgage Loan is fixed and
0.375% per annum thereafter, (iv) with respect to 3/1 ARM Mortgage
Loans 0.25% per annum.
(iv)
Convertible Mortgage Loan: Any Adjustable Rate Mortgage
Loan that contains a provision whereby the Mortgagor is permitted
to convert the Mortgage Loan to a fixed-rate mortgage loan in
accordance with the terms of the related Mortgage Note.
(v)
Custodial Account: The separate account or accounts
created and maintained pursuant to this Agreement, which shall be
an Eligible Account and shall be entitled "Countrywide Home Loans,
Inc. in trust for the Purchaser and various Mortgagors, Fixed and
Adjustable Rate Mortgage Loans".
(vi)
Escrow Account: The separate trust account or accounts
created and maintaine
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