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XXXXX FARGO ASSET SECURITIES CORPORATION
(Seller)
and
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Master Servicer)
and
FIRST UNION NATIONAL BANK
(Trustee)
AMENDMENT NO. 1
Dated as of October 31, 2001
TO
the
POOLING AND SERVICING AGREEMENT
Dated as of September 27, 2001
$1,150,358,331.96
Mortgage Pass-Through Certificates
Series 2001-21
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AMENDMENT NO. 1, dated as of October 31, 2000, ("Amendment"), to the
Pooling and Servicing Agreement, dated as of September 27, 2001 (the
"Agreement"), among XXXXX FARGO ASSET SECURITIES CORPORATION, as Seller, XXXXX
FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer and FIRST UNION
NATIONAL BANK, as Trustee.
WHEREAS, Section 10.01(a) of the Agreement provides, among other
things, that the Seller, the Master Servicer and the Trustee may amend such
Agreement, subject to certain provisos, with the consent of the Holders of the
Class of Certificates affected thereby.
WHEREAS, the Seller, the Master Servicer and the Trustee desire to
amend the Agreement, as set forth in this Amendment.
NOW THEREFORE, in consideration of the mutual agreements herein
contained, the Seller, the Master Servicer and the Trustee agree as follows:
All terms used in this Amendment which are defined in the Agreement,
either directly or by reference therein, have the meanings assigned to them
therein, except to the extent such terms are defined or modified in this
Amendment or the context clearly requires otherwise.
Section 1. Amendment of Section 1.01. The definition of "Book-Entry
Certificate" is hereby amended to include "Class A-2 Certificates."
Section 2. Amendment of Section 1.01. The definition of "Prospectus"
is hereby replaced with the definition, "The prospectus dated September 20, 2001
as supplemented by the prospectus supplement dated September 21, 2001 and the
supplement dated October 31, 2001, relating to the Class A, Class B-1, Class B-2
and Class B-3 Certificates."
Section 3. Amendment of Section 11.24. The sentence, "A Single
Certificate for the Class A-2 Certificates represents a $8,839,950.00
Denomination." is hereby replaced with the sentence, "A Single Certificate for
the Class A-2 Certificates represents a $10,000,000.00 Denomination."
Section 4. Amendment of Exhibit A-2. Exhibit A-2 to the Agreement is
hereby replaced with the Exhibit attached hereto as Exhibit A.
Section 5. Counterparts. This Amendment may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.
Section 6. Ratification of Agreement. Except as modified and
expressly amended by this Amendment, the Agreement is in all respects ratified
and confirmed, and all the terms, provisions and conditions thereof shall be and
remain in full force and effect.
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.
XXXXX FARGO ASSET SECURITIES
CORPORATION
as Seller
By:
--------------------------------
Name: Xxxx X. XxXxxxxx
Title: Vice President
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
as Master Servicer
By:
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
as Trustee
By:
--------------------------------
Name:
Title:
Attest:
By:
-------------------------------
Name:
Title:
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXXXXX )
On this 31st day of October, 2001, before me, a notary public in and
for the State of Maryland, personally appeared Xxxx X. XxXxxxxx, known to me
who, being by me duly sworn, did depose and say that he resides in McLean,
Virginia; that he is a Vice President of Xxxxx Fargo Asset Securities
Corporation, a Delaware corporation, one of the parties that executed the
foregoing instrument; and that he signed his name thereto by order of the Board
of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF MARYLAND )
ss.:
COUNTY OF FREDERICK )
On this 31st day of October, 2001, before me, a notary public in and
for the State of Maryland, personally appeared Xxxxx X. Xxxxxxx, known to me
who, being by me duly sworn, did depose and say that she resides in Frederick,
Maryland; that she is a Vice President of Xxxxx Fargo Bank Minnesota, National
Association, a national banking association, one of the parties that executed
the foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said association.
-------------------------
Notary Public
[NOTARIAL SEAL]
STATE OF NORTH CAROLINA )
ss.:
COUNTY OF MECKLENBURG )
On this 31st day of October, 2001, before me, a notary public in and
for the State of North Carolina, personally appeared _____________________,
known to me who, being by me duly sworn, did depose and say that he resides at
__________________, North Carolina; that he is a _____________________ of First
Union National Bank, a national banking association, one of the parties that
executed the foregoing instrument; and that s/he signed his name thereto by
order of the Board of Directors of said corporation.
-------------------------
Notary Public
[NOTARIAL SEAL]
Exhibit A
EXHIBIT A-2
[FORM OF FACE OF CLASS A-2 CERTIFICATE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2001-21, CLASS A-2
evidencing an interest in a pool of fixed
interest rate, conventional, monthly pay,
fully amortizing, first lien, one- to
four-family residential mortgage loans, which may
include loans secured by shares issued by
cooperative housing corporations, sold by
XXXXX FARGO ASSET SECURITIES CORPORATION
(Not an interest in or obligation of the Seller)
THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST
IN, THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES, AND
IS NOT INSURED OR GUARANTEED BY THE SELLER, THE MASTER SERVICER, THE TRUSTEE OR
ANY OF THEIR AFFILIATES, OR BY ANY GOVERNMENT AGENCY OR PRIVATE INSURER.
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN THE
MANNER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
INITIAL NOTIONAL AMOUNT REPRESENTED.
Certificate No. Cut-Off Date: September 1, 2001
CUSIP No.: 94977C AB 1 First Distribution Date: October 25, 2001
Percentage Interest evidenced Denomination: $ (initial
by this Certificate: % Notional Amount)
Final Scheduled Maturity Date: October 25, 2031
THIS CERTIFIES THAT ___________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
distributions to the Holders of the Class A-2 Certificates with respect to a
Trust Estate consisting of a pool of fixed interest rate, conventional, monthly
pay, fully amortizing, first lien, one- to four-family residential mortgage
loans, other than the Fixed Retained Yield, if any, with respect thereto, and
which may include loans secured by shares issued by cooperative housing
corporations (the "Mortgage Loans"), formed by Xxxxx Fargo Asset Securities
Corporation (hereinafter called the "Seller", which term includes any successor
entity under the Agreement referred to below). The Trust Estate was created
pursuant to a Pooling and Servicing Agreement dated as of September 27, 2001
(the "Agreement") among the Seller, Xxxxx Fargo Bank Minnesota, National
Association, as master servicer (the "Master Servicer") and First Union National
Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereinafter. To the extent not defined herein,
the capitalized terms used herein have the meanings ascribed to such terms in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month preceding the month of such distribution, in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the Class A
Distribution Amount for the Class A-2 Certificates required to be distributed to
Holders of the Class A-2 Certificates on such Distribution Date, subject to
adjustment in certain events as specified in the Agreement. The Class A-2
Certificates are not entitled to distributions in respect of principal. The
pass-through rate on the Class A-2 Certificates applicable to each Distribution
Date will be a floating rate of interest determined as provided herein and as
specified in the Agreement. The pass-through rate applicable with respect to the
Distribution Date in October 2001 will be 3.64000% per annum. Thereafter, with
respect to each Distribution Date, the pass-through rate will be a per annum
rate equal to 8.000% minus LIBOR as determined on the second business day prior
to the 25th day of the month preceding the month in which such Distribution Date
occurs, subject to a minimum rate of 0.000% and a maximum rate of 8.000%. The
amount of interest which accrues on this Certificate in any month will be
subject to reduction with respect to any Non-Supported Interest Shortfall and
the interest portion of certain Realized Losses allocated to the Class A-2
Certificates, as described in the Agreement.
Distributions on this Certificate will be made on behalf of the
Trustee either by the Master Servicer or by a Paying Agent appointed by the
Master Servicer by check mailed to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, unless such
Person is entitled to receive payments by wire transfer in immediately available
funds in accordance with the Pooling and Servicing Agreement and such Person has
notified the Master Servicer pursuant to the Pooling and Servicing Agreement
that such payments are to be made by wire transfer of immediately available
funds. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
by the Trustee for that purpose in the notice of final distribution.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Certificate constitutes a "regular interest" in a "real estate
mortgage investment conduit" as those terms are defined in Section 860G(a)(1)
and Section 860D, respectively, of the Internal Revenue Code of 1986, as
amended.
Unless this Certificate has been countersigned by an authorized
officer of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed as of the date set forth below.
Dated:
First Union National Bank,
Trustee
By
--------------------------
Authorized Officer
Countersigned:
First Union National Bank,
Trustee
By
------------------------
Authorized Officer
