CWABS, INC.,
Depositor
COUNTRYWIDE HOME LOANS, INC.,
Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
Master Servicer
and
THE BANK OF NEW YORK,
Trustee
______________________________________
AMENDMENT NO. 1 dated as of August 18, 2004 to
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2003
______________________________________
ASSET-BACKED CERTIFICATES, SERIES 2003-SC1
AMENDMENT NO. 1 made as of this 18th day of August 2004, by and among
CWABS, INC., a Delaware corporation, as depositor (the "Depositor"), COUNTRYWIDE
HOME LOANS, INC., a New York corporation, as seller (the "Seller"), COUNTRYWIDE
HOME LOANS SERVICING LP, a Texas limited partnership, as master servicer (the
"Master Servicer") and The Bank of New York, a New York banking corporation, as
trustee (the "Trustee").
W I T N E S S E T H
WHEREAS, the Depositor, the Seller, the Master Servicer and the Trustee
entered into a POOLING AND SERVICING AGREEMENT, dated as of November 1, 2003
(the "Agreement"); and
WHEREAS, the Depositor, the Seller, the Master Servicer and the Trustee
desire to amend the terms of the Agreement pursuant to and in accordance with
Section 10.01 of the Agreement.
NOW, THEREFORE, in consideration of the mutual premises and agreements
herein, the Depositor, the Seller, the Master Servicer and the Trustee agree as
follows:
1. Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Agreement.
2. Section 1.01 of the Agreement is hereby amended by adding the
following definitions:
CALENDAR QUARTER: For any calendar year, January 1 to March 31, April 1
to June 30, July 1 to September 30, or October 1 to December 31.
FAIR MARKET VALUE: With respect to any Mortgage Loan purchased by the
Master Servicer pursuant to Section 3.12(d), the fair market value thereof as
determined by obtaining two or more bids for that Mortgage Loan in the secondary
market from entities unaffiliated with the Master Servicer, and using the
highest of such bids for purposes of this determination of fair market value.
3. Section 3.12 of the Agreement is hereby amended by adding the
following paragraph (d) to the end of such Section:
(d) The Master Servicer, in its sole discretion, shall have the right
to elect (by written notice sent to the Trustee) to purchase for its own account
from the Trust Fund any Mortgage Loan that is 180 days or more delinquent at a
price equal to the Fair Market Value thereof; provided, however, that the Master
Servicer may only exercise this right on or before the last day of the Calendar
Quarter in which such Mortgage Loan became 180 days delinquent. The purchase
price for any Mortgage Loan purchased hereunder shall be delivered to the
Trustee for deposit in the Certificate Account and the Trustee, upon receipt of
such deposit and a Request for Release from the Master Servicer in the form of
Exhibit N hereto, shall release or cause to be released to the purchaser of such
Mortgage Loan the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment prepared by the purchaser of such Mortgage
Loan, in each case without recourse, as shall be necessary to vest in the
purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto and
the purchaser of such Mortgage Loan shall succeed to all the Trustee's right,
title and interest in and to such Mortgage Loan and all security and documents
related thereto. Such assignment shall be an assignment outright and not for
security. The purchaser of such Mortgage Loan shall thereupon own such Mortgage
Loan, and all security and documents, free of any further obligation to the
Trustee or the Certificateholders with respect thereto.
IN WITNESS WHEREOF, the Depositor, the Seller, the Master Servicer and
the Trustee have caused their duly authorized representatives to execute and
deliver this instrument as of the date first above written.
CWABS, INC.,
as Depositor
By: /s/ Xxxxxxx Xxxxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxxxx
Title: Vice President
COUNTRYWIDE HOME LOANS, INC.,
as Seller
By: /s/ Xxxxxxx Xxxxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxxxx
Title: Vice President
COUNTRYWIDE HOME LOANS
SERVICING LP,
as Master Servicer
By: COUNTRYWIDE GP, INC.
By: /s/ Xxxxxxx Xxxxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxxxx
Title: Vice President
THE BANK OF NEW YORK,
not in its individual capacity,
but solely as Trustee
By: /s/
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Name:
Title: