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 maintained pursuant to
