EXHIBIT 4.2 SUBSEQUENT TRANSFER AGREEMENT Pursuant to this Subsequent Transfer Agreement (the "Agreement"), dated September 29, 1998, between WMC Secured Assets Corp., as company (the "Company") WMC Mortgage Corp., as Seller and Master Servicer (the...
EXHIBIT 4.2
SUBSEQUENT TRANSFER AGREEMENT
Pursuant to this Subsequent Transfer Agreement (the
"Agreement"), dated September 29, 1998, between WMC Secured Assets Corp., as
company (the "Company") WMC Mortgage Corp., as Seller and Master Servicer (the
"Seller"), and The First National Bank of Chicago, as Trustee of the WMC
Mortgage Pass-Through Certificates, Series 1998-B, as purchaser (the "Trustee"),
and pursuant to the Pooling and Servicing Agreement, dated as of September 1,
1998, by and among the Company, the Master Servicer and the Trustee (the
"Pooling and Servicing Agreement"), the Company and the Trustee agree to the
sale by Seller and the purchase by the Company and the sale by the Company and
the purchase by the Trustee, on behalf of the Trust Fund, of the Mortgage Loans
listed on the attached Schedule of Mortgage Loans (the "Subsequent Mortgage
Loans").
Capitalized terms used and not defined herein have their
respective meanings as set forth in the Pooling and Servicing Agreement.
Section 1. CONVEYANCE AND ACCEPTANCE OF SUBSEQUENT MORTGAGE
LOANS.
(a) The Seller, upon receipt of the Purchase Price therefor,
does hereby sell, transfer, assign, set over and convey to the Company and the
Company does hereby sell, transfer, assign, set over and convey to the Trustee,
on behalf of the Trust Fund, without recourse, all of its right, title and
interest in and to the Subsequent Mortgage Loans, including all interest due and
principal received with respect to the Subsequent Mortgage Loans after the
related Subsequent Cut-Off Date, and all items with respect to the Subsequent
Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and
Servicing Agreement; provided, however that the Seller reserves and retains all
right, title and interest in and to interest due and principal received
(including Prepayments and Curtailments) due on the Subsequent Mortgage Loans on
or prior to the related Subsequent Cut-off Date. The Seller and the Company,
contemporaneously with the delivery of this Agreement, have delivered or caused
to be delivered to the Trustee each item set forth in Section 2.01 of the
Pooling and Servicing Agreement. The transfer to the Company by the Seller and
to the Trustee by the Company of the Subsequent Mortgage Loans identified on the
Mortgage Loan Schedule shall be absolute and is intended by the Company, the
Seller, the Master Servicer, the Trustee and the Certificateholders to
constitute and to be treated as a sale by the Seller to the Company and the
Company to the Trust Fund.
(b) The expenses and costs relating to the delivery of the
Subsequent Mortgage Loans, this Agreement and the Pooling and Servicing
Agreement shall be borne by the Seller.
(c) Additional terms of the sale are set forth on Attachment A
hereto. The Subsequent Cut-off Date for each of the Subsequent Mortgage Loans
being transferred pursuant to this Agreement is set forth on Attachment A
hereto.
(d) The Trustee hereby acknowledges and certifies receipt of
each of the documents referred to in Section 2.01(b) of the Pooling and
Servicing Agreement with respect to the Subsequent Mortgage Loans and that such
documents relate to the Mortgage Loans identified in the attached schedule of
Subsequent Mortgage Loans.
Section 2. REPRESENTATIONS AND WARRANTIES; CONDITIONS
PRECEDENT.
(a) The Seller hereby reaffirms the representations and
warranties set forth in Section 3.1(b) of the Mortgage Loan Purchase Agreement
with respect to the Subsequent Mortgage Loans as of the related Subsequent
Cut-off Date. The Seller hereby confirms that each of the conditions set forth
in Section 2.1(c) of the Mortgage Loan Purchase Agreement are satisfied as of
the date hereof.
(b) All terms and conditions of the Pooling and Servicing
Agreement and the Mortgage Loan Purchase Agreement are hereby ratified and
confirmed; provided, however, that in the event of any conflict the provisions
of this Agreement shall control over the conflicting provisions of the Pooling
and Servicing Agreement and the Mortgage Loan Purchase Agreement.
Section 3. RECORDATION OF INSTRUMENT.
To the extent permitted by applicable law, this Agreement, or
a memorandum thereof if permitted under applicable law, is subject to
recordation in all appropriate public offices for real property records in all
of the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer at the Certificateholders' expense on direction of the
Certificateholders entitled to at least 25% of the Voting Rights, but only when
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders or
is necessary for the administration or servicing of the Mortgage Loans.
Section 4. GOVERNING LAW.
This Agreement shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws, without giving
effect to principles of conflicts of law.
Section 5. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and
by the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same instrument.
-2-
Section 6. SUCCESSORS AND ASSIGNS.
This Agreement shall inure to the benefit of and be binding
upon the Seller, the Company and the Trustee and their respective successors and
assigns.
WMC SECURED ASSETS CORP.
as Company
By: /s/ Xxxxx Xxxxx
--------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Vice President
and Secretary
WMC MORTGAGE CORP.
as Seller
By: /s/ Xxxxx Xxxxx
--------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Vice President
and Secretary
THE FIRST NATIONAL BANK OF
CHICAGO
as Trustee
By: /s/ X. Xxxxxx
--------------------------
Name: X. Xxxxxx
Title: Vice President
ATTACHMENTS
A. Additional terms of the sale.
B. Schedule of Subsequent Mortgage Loans.
-3-
ATTACHMENT A
WMC MORTGAGE PASS-THROUGH CERTIFICATES, Series 1998-B
ATTACHMENT A TO SUBSEQUENT TRANSFER AGREEMENT
Series 1998-B
September 29, 1998
A.
1. Subsequent Cut-off Date: September 21, 1998
2. Subsequent Transfer Date: September 1, 1998
3. Aggregate Principal Balance of the Subsequent
Mortgage Loans as of the Subsequent Cut-off Date: $157,318,135.74
4. Purchase Price: 100.00%
B.
As to the final transfer of Subsequent Mortgage Loans:
1. Weighted average gross margin: 6.7%
2. Weighted average LTV: 78.1%
3. Highest LTV: 94.8% (1 loan)
4. % of 2/28 Loans: 84.2%
5. % of 3/27 Loans: 2.6%
6. % of 5/25 Loans: 0.1%
7. Non-owner occupied Mortgaged Properties: 6.4%
8. % located in California: 25.3%
ATTACHMENT B
Schedule of Subsequent Mortgage Loans
DESCRIPTION OF THE COLLATERAL
CURRENT BALANCE AGGREGATE SUBSEQUENT PERCENT OF TOTAL BY
TRANSFER SUBSEQUENT TRANSFER
CURRENT BALANCE NUMBER DATE SCHEDULED DATE SCHEDULED
FROM TO OF LOANS CURRENT BALANCE CURRENT BALANCE
---- -- -------- ---------------- ---------------
0.00 25,000.00 60 1,260,677.55 0.80%
25,000.01 50,000.00 323 12,464,075.85 7.92%
50,000.01 75,000.00 314 19,708,560.65 12.53%
75,000.01 100,000.00 258 22,556,220.53 14.34%
100,000.01 125,000.00 172 19,322,248.87 12.28%
125,000.01 150,000.00 104 14,307,411.47 9.09%
150,000.01 175,000.00 75 12,163,304.96 7.73%
175,000.01 200,000.00 62 11,623,168.73 7.39%
200,000.01 250,000.00 78 17,186,755.80 10.92%
250,000.01 300,000.00 27 7,559,125.00 4.80%
300,000.01 350,000.00 15 4,908,958.52 3.12%
350,000.01 400,000.00 8 2,981,650.00 1.90%
400,000.01 450,000.00 9 3,859,650.00 2.45%
450,000.01 500,000.00 9 4,319,379.69 2.75%
550,000.01 600,000.00 2 1,134,000.00 0.72%
600,000.01 650,000.00 1 610,300.00 0.39%
650,000.01 700,000.00 2 1,352,648.12 0.86%
Total 1,519 157,318,135.74 100.00%
DESCRIPTION OF THE COLLATERAL
LOAN-TO-VALUE AGGREGATE SUBSEQUENT PERCENT OF TOTAL BY
TRANSFER SUBSEQUENT TRANSFER
RANGE NUMBER DATE SCHEDULED DATE SCHEDULED
FROM TO OF LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
---- -- -------- ------------------ -----------------
5.01% 10.00% 1 574,000.00 0.36%
20.01% 25.00% 3 215,000.00 0.14%
25.01% 30.00% 3 180,000.00 0.11%
30.01% 35.00% 2 79,000.00 0.05%
35.01% 40.00% 12 511,413.78 0.33%
40.01% 45.00% 6 343,000.00 0.22%
45.01% 50.00% 13 855,950.04 0.54%
50.01% 55.00% 25 2,185,893.43 1.39%
55.01% 60.00% 61 3,701,143.34 2.35%
60.01% 65.00% 198 15,927,269.45 10.12%
65.01% 70.00% 130 13,832,848.21 8.79%
70.01% 75.00% 271 27,290,383.48 17.35%
75.01% 80.00% 379 40,817,682.63 25.95%
80.01% 85.00% 237 28,076,286.46 17.85%
85.01% 90.00% 178 22,728,264.92 14.45%
TOTAL 1,519 157,318,135.74 100.00%
PROPERTY TYPE AGGREGATE SUBSEQUENT PERCENT OF TOTAL BY
TRANSFER SUBSEQUENT TRANSFER
NUMBER DATE SCHEDULED DATE SCHEDULED
PROPERTY DESCRIPTION OF LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
-------------------- -------- ------------------ -----------------
3-4 family 15 2,156,954.02 1.37%
Duplex 82 8,250,440.20 5.24%
Low rise condo 56 5,373,104.99 3.42%
PUD 114 16,430,438.66 10.44%
Single family detached 1,252 125,107,197.87 79.52%
Total 1,519 157,318,135.74 100.00%
LOAN TYPE AGGREGATE SUBSEQUENT PERCENT OF TOTAL BY
TRANSFER SUBSEQUENT TRANSFER
NUMBER DATE SCHEDULED DATE SCHEDULED
LOAN TYPE OF LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
--------- -------- ------------------ -----------------
2/28 6-month LIBOR 1,375 138,271,477.95 87.89%
3/27 6-month LIBOR 18 1,872,850.21 1.19%
5/25 6-month LIBOR 1 272,700.00 0.17%
6-month LIBOR no neg. amortization 125 16,901,107.58 10.74%
TOTAL 1,519 157,318,135.74 100.00%
DESCRIPTION OF THE COLLATERAL
REMAINING TERM TO MATURITY
AGGREGATE SUBSEQUENT PERCENT OF TOTAL BY
REMAINING TERM TRANSFER SUBSEQUENT TRANSFER
(IN MONTHS) NUMBER DATE SCHEDULED DATE SCHEDULED
FROM TO OF LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
---- -- -------- ------------------ -----------------
121 180 1 17,550.00 0.01%
301 360 1,518 157,300,585.74 99.99%
TOTAL 1,519 157,318,135.74 100.00%
OCCUPANCY AGGREGATE SUBSEQUENT PERCENT OF TOTAL BY
TRANSFER SUBSEQUENT TRANSFER
NUMBER DATE SCHEDULED DATE SCHEDULED
OF LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
Investor 155 11,930,398.66 7.58%
Owner 1,356 144,195,537.08 91.66%
Second home 8 1,192,200.00 0.76%
TOTAL 1,519 157,318,135.74 100.00%
DOCUMENTATION AGGREGATE SUBSEQUENT PERCENT OF TOTAL BY
TRANSFER SUBSEQUENT TRANSFER
NUMBER DATE SCHEDULED DATE SCHEDULED
DOC. TYPE OF LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
--------- -------- ------------------ -----------------
Full 997 106,187,433.00 67.50%
Full-alt 20 3,384,241.32 2.15%
Lite 49 6,614,379.86 4.20%
No documentation 7 814,225.00 0.52%
Simple 65 238 15,348,884.59 9.76%
Simple 69 1 44,850.00 0.03%
Stated 207 24,924,121.97 15.84%
--- ------------- ------
TOTAL 1,519 157,318,135.74 100.00%
DESCRIPTION OF THE COLLATERAL
GEOGRAPHIC DISPERSION
AGGREGATE SUBSEQUENT PERCENT OF TOTAL BY
TRANSFER SUBSEQUENT TRANSFER
NUMBER DATE SCHEDULED DATE SCHEDULED
STATE OF LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
----- -------- ------------------ -----------------
Alabama 22 1,430,319.00 0.91%
Alaska 9 1,112,175.00 0.71%
Arizona 59 5,592,056.72 3.55%
Arkansas 16 851,064.46 0.54%
California 243 42,899,073.70 27.27%
Colorado 53 6,891,886.62 4.38%
Conneticut 13 1,194,275.00 0.76%
Delaware 1 21,075.00 0.01%
District of Columbia 4 273,057.65 0.17%
Florida 87 8,199,497.01 5.21%
Georgia 52 5,018,377.64 3.19%
Hawaii 3 579,542.78 0.37%
Idaho 21 1,353,525.00 0.86%
Illinois 68 5,936,086.98 3.77%
Indiana 17 891,785.83 0.57%
Iowa 9 518,287.81 0.33%
Kansas 19 1,431,748.00 0.91%
Kentucky 3 203,550.00 0.13%
Louisiana 24 1,913,611.64 1.22%
Maine 24 2,179,779.06 1.39%
Maryland 19 1,884,071.96 1.20%
Massachusetts 12 1,325,602.71 0.84%
Michigan 46 3,111,648.38 1.98%
Minnesota 10 570,742.72 0.36%
Mississippi 14 1,372,903.92 0.87%
Missouri 73 4,208,958.36 2.68%
Montana 3 367,850.00 0.23%
Nebraska 19 1,269,061.52 0.81%
Nevada 24 2,579,408.61 1.64%
New Hampshire 5 345,300.00 0.22%
New Jersey 37 3,886,747.53 2.47%
New Mexico 9 997,194.54 0.63%
New York 31 3,174,965.00 2.02%
North Carolina 32 3,062,401.19 1.95%
Ohio 33 2,139,421.14 1.36%
Oklahoma 4 191,900.00 0.12%
Oregon 33 3,316,344.97 2.11%
Pennsylvania 48 3,752,014.81 2.38%
Rhode Island 1 25,000.00 0.02%
South Carolina 17 1,375,133.95 0.87%
South Dakota 4 166,440.00 0.11%
Tennessee 19 2,222,137.73 1.41%
Texas 115 10,626,922.60 6.76%
Utah 36 4,388,018.60 2.79%
Vermont 5 496,505.75 0.32%
Virginia 22 1,666,461.75 1.06%
Washington 69 8,212,824.86 5.22%
West Virginia 8 563,375.00 0.36%
Wisconsin 23 1,498,003.24 0.95%
Wyoming 1 30,000.00 0.02%
TOTAL 1,519 157,318,135.74 100.00%
DESCRIPTION OF THE COLLATERAL
COUPON
AGGREGATE SUBSEQUENT PERCENT OF TOTAL BY
RANGE OF MORTGAGE TRANSFER SUBSEQUENT TRANSFER
INTEREST RATES NUMBER DATE SCHEDULED DATE SCHEDULED
FROM TO OF LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
---- -- -------- ------------------ -----------------
6.001% 7.000% 2 294,360.00 0.19%
7.001% 8.000% 20 4,231,587.04 2.69%
8.001% 9.000% 131 20,430,068.37 12.99%
9.001% 10.000% 353 45,868,718.09 29.16%
10.001% 11.000% 672 59,321,711.17 37.71%
11.001% 12.000% 285 23,214,456.28 14.76%
12.001% 13.000% 43 3,047,486.52 1.94%
13.001% 14.000% 13 909,748.27 0.58%
1,519 157,318,135.74 100.00%
DESCRIPTION OF THE COLLATERAL
GROSS MARGINS
AGGREGATE SUBSEQUENT PERCENT OF TOTAL BY
TRANSFER SUBSEQUENT TRANSFER
RANGE NUMBER DATE SCHEDULED DATE SCHEDULED
FROM TO OF LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
---- -- -------- ------------------ -----------------
0.000% 5.000% 9 2,146,620.00 1.36%
5.001% 6.000% 63 9,553,070.49 6.07%
6.001% 7.000% 1,127 112,663,803.26 71.62%
7.001% 8.000% 316 32,747,313.98 20.82%
8.001% 9.000% 1 59,925.00 0.04%
9.001% 10.000% 2 107,845.30 0.07%
10.001% 11.000% 1 39,557.71 0.03%
-- --------- -----
1,519 157,318,135.74 100.00%
DESCRIPTION OF THE COLLATERAL
MONTH OF NEXT ADJUSTMENT DATE AGGREGATE SUBSEQUENT PERCENT OF TOTAL BY
TRANSFER SUBSEQUENT TRANSFER
NUMBER DATE SCHEDULED DATE SCHEDULED
MONTH-YEAR OF LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
---------- -------- ------------------ -----------------
January-99 4 403,889.65 0.26%
February-99 15 1,402,673.80 0.89%
March-99 5 424,138.13 0.27%
April-99 53 7,617,765.00 4.84%
May-99 47 6,950,655.00 4.42%
June-99 1 101,986.00 0.06%
October-99 1 26,883.79 0.02%
November-99 1 27,101.45 0.02%
January-00 1 44,920.27 0.03%
February-00 7 525,799.85 0.33%
March-00 1 38,939.68 0.02%
April-00 11 1,842,253.71 1.17%
May-00 18 1,393,401.14 0.89%
June-00 4 259,948.31 0.17%
July-00 19 2,236,930.61 1.42%
August-00 71 6,179,987.96 3.93%
September-00 33 2,419,629.82 1.54%
October-00 613 66,106,916.97 42.02%
November-00 595 57,168,764.39 36.34%
July-01 1 42,670.21 0.03%
August-01 1 97,750.00 0.06%
September-01 1 43,600.00 0.03%
October-01 9 836,700.00 0.53%
November-01 6 852,130.00 0.54%
October-03 1 272,720.00 0.17%
-- ----------- -----
TOTAL 1,519 157,318,135.74 100.00%
DESCRIPTION OF THE COLLATERAL
MAXIMUM MORTGAGE RATES AGGREGATE SUBSEQUENT PERCENT OF TOTAL BY
TRANSFER SUBSEQUENT TRANSFER
RANGE NUMBER DATE SCHEDULED DATE SCHEDULED
FROM TO OF LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
---- -- -------- ------------------ -----------------
6.001% 7.000% 1 36,000.00 0.02%
13.001% 14.000% 6 1,697,220.00 1.08%
14.001% 15.000% 57 10,004,271.45 6.36%
15.001% 16.000% 189 28,209,930.95 17.93%
16.001% 17.000% 491 55,752,948.48 35.44%
17.001% 18.000% 617 49,449,939.90 31.43%
18.001% 19.000% 138 10,925,608.69 6.94%
19.001% 20.000% 15 929,668.00 0.59%
20.001% 21.000% 5 312,548.27 0.20%
-- ---------- -----
TOTAL 1,519 157,318,135.74 100.00%
MINIMUM MORTGAGE RATES
AGGREGATE SUBSEQUENT PERCENT OF TOTAL BY
TRANSFER SUBSEQUENT TRANSFER
RANGE NUMBER DATE SCHEDULED DATE SCHEDULED
FROM TO OF LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
---- -- -------- ------------------ -----------------
6.001% 7.000% 2 294,360.00 0.19%
7.001% 8.000% 20 4,231,587.04 2.69%
8.001% 9.000% 131 20,430,068.37 12.99%
9.001% 10.000% 353 45,868,718.09 29.16%
10.001% 11.000% 672 59,321,711.17 37.71%
11.001% 12.000% 285 23,214,456.28 14.76%
12.001% 13.000% 43 3,047,486.52 1.94%
13.001% 14.000% 13 909,748.27 0.58%
-- ---------- -----
TOTAL 1,519 157,318,135.74 100.00%
