EXHIBIT 99.1
------------
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument (the
"Instrument"), dated January 15, 1997, between Southern Pacific Secured Assets
Corp., as seller (the "Company"), and Norwest Bank Minnesota, N.A., as Trustee
of the Southern Pacific Secured Assets Corp. Mortgage Loan Asset-Backed
Pass-Through Certificates, Series 1996-4, as purchaser (the "Purchaser"), and
pursuant to the Pooling and Servicing Agreement, dated as of December 1, 1996,
among the Company, as company, Advanta Mortgage Corp. USA, as master servicer,
and the Trustee, as trustee (the "Pooling and Servicing Agreement"), the Company
and the Purchaser agree to the sale by the Company and the purchase by the
Purchaser 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 OF SUBSEQUENT MORTGAGE LOANS.
(a) The Company does hereby sell, transfer, assign, set over
and convey to the Purchaser, without recourse, all of its right, title and
interest in and to the Subsequent Mortgage Loans, and including all principal
received and interest accruing on the Subsequent Mortgage Loans on and after the
related Subsequent Cut-Off Date, and all items with respect to the Subsequent
Mortgage Loans to be delivered pursuant to Section 2.03 of the Pooling and
Servicing Agreement; provided, however, that the Company reserves and retains
all right, title and interest in and to principal (including Prepayments and
Curtailments) received and interest accruing on the Subsequent Mortgage Loans
prior to the related Subsequent Cut-off Date. The Company, contemporaneously
with the delivery of this Agreement, has delivered or caused to be delivered to
the Trustee each item set forth in Section 2.03 of the Pooling and Servicing
Agreement. The transfer 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 Servicer, the Trustee and the Certificateholders to
constitute and to be treated as a sale by the Company.
(b) The expenses and costs relating to the delivery of the
Subsequent Mortgage Loans, this Instrument and the Pooling and Servicing
Agreement shall be borne by the Company.
(c) Additional terms of the sale are set forth on Attachment A
hereto.
Section 2. REPRESENTATIONS AND WARRANTIES; CONDITIONS
PRECEDENT.
(a) The Company hereby affirms the representations and
warranties set forth in Section 3.03 of the Pooling and Servicing Agreement that
relate to the Subsequent Mortgage Loans as of the date hereof. The Company
hereby confirms that each of the conditions set forth in Section 2.08(b) of the
Pooling and Servicing Agreement are satisfied as of the date hereof.
(b) All terms and conditions of the Pooling and Servicing
Agreement are hereby ratified and confirmed; provided, however, that in the
event of any conflict the provisions of this Instrument shall control over the
conflicting provisions of the Pooling and Servicing Agreement.
Section 3. RECORDATION OF INSTRUMENT.
To the extent permitted by applicable law, this Instrument, 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
Servicer at the Certificateholders' expense on direction of the Majority
Certificateholders, 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 Instrument 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 Instrument 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.
Section 6. SUCCESSORS AND ASSIGNS.
This Instrument shall inure to the benefit of and be binding
upon the Company and the Purchaser and their respective successors and assigns.
SOUTHERN PACIFIC SECURED ASSETS
CORP.
By: /s/ Xxxxxx Xxx
-------------------------
Name: Xxxxxx Xxx
Title: President
SOUTHERN PACIFIC SECURED ASSETS
CORP., Mortgage Loan Asset-Backed Pass-
Through CERTIFICATES, SERIES 1996-4
By: NORWEST BANK MINNESOTA, N.A.,
as Trustee
By: /s/
-------------------------
Name:
Title:
ATTACHMENTS
A. Additional terms of the sale.
B. Schedule of Subsequent Mortgage Loans.
C. Opinions of Company's counsel (bankruptcy, corporate).
D. Company's Officer's certificate.
E. Trustee's Certificate.
SOUTHERN PACIFIC SECURED ASSETS CORP.,
MORTGAGE LOAN ASSET-BACKED PASS-THROUGH
CERTIFICATES, SERIES 1996-4
ATTACHMENT A TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-4
January 15, 1997
Group I
A.
1. Subsequent Cut-off Date: January 15, 1997
2. Subsequent Transfer Date: January 15, 1997
3. Aggregate Principal Balance of the Subsequent Mortgage Loans as of the
Subsequent Cut-off Date: $43,573,051.10
4. Purchase Price: 100.00%
B.
As to all the Subsequent Mortgage Loans the subject of this Instrument:
1. Longest stated term to maturity: 360 months
2. Minimum Mortgage Rate: 8.45%
3. Maximum Mortgage Rate: 16.0%
4. WAC of all Mortgage Loans: 10.70%
5. WAM of all Mortgage Loans: 358 months
6. Largest Principal Balance: $699,726.48
7. Non-owner occupied Mortgaged Properties: 13.47%
8. California zip code concentration: 19.64%
9. Condominiums: 4.87%
10. Single-family: 78.41%
11. Weighted average term since origination: 360 months
12. First payment date:
May 1996 0.22%
July 1996 0.92%
August 1996 2.65%
September 1996 0.92%
October 1996 0.35%
November 1996 0.91%
December 1996 15.13%
January 1997 68.39%
February 1997 10.52%
SOUTHERN PACIFIC SECURED ASSETS CORP.,
MORTGAGE LOAN ASSET-BACKED PASS-THROUGH
CERTIFICATES, SERIES 1996-4
ATTACHMENT A TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-4
January 15, 1997
Group II
A.
1. Subsequent Cut-off Date: January 15, 1997
2. Subsequent Transfer Date: January 15, 1997
3. Aggregate Principal Balance of the Subsequent Mortgage Loans as of the
Subsequent Cut-off Date: $11,417,719
4. Purchase Price: 100.00%
B.
As to all the Subsequent Mortgage Loans the subject of this Instrument:
1. Longest stated term to maturity: 360 months
2. Minimum Mortgage Rate: 9.5%
3. Maximum Mortgage Rate: 15.75%
4. WAC of all Mortgage Loans: 11.76%
5. WAM of all Mortgage Loans: 313 months
6. Largest Principal Balance: $331,688.65
7. Non-owner occupied Mortgaged Properties: 17.69%
8. California zip code concentration: 24.32%
9. Condominiums: 1.69%
10. Single-family: 71.55%
11. Weighted average term since origination: 313 months
12. First payment date:
July 1996 1.27%
September 1996 0.89%
November 1996 3.27%
December 1996 25.54%
January 1997 68.08%
February 1997 0.95%
ATTACHMENT B TO SUBSEQUENT TRANSFER INSTRUMENT
MORTGAGE LOAN SCHEUDLE
FILED IN PAPER PURSUANT TO A CONTINUING HARDSHIP EXEMPTION
SOUTHERN PACIFIC SECURED ASSETS CORP.,
MORTGAGE LOAN ASSET-BACKED PASS-THROUGH
CERTIFICATES, SERIES 1996-4
ATTACHMENT C TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-4
January 15, 1997
522199-4
January 15, 0000
XXXX Insurance Corporation
000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
Norwest Bank Minnesota, N.A.
Norwest Center
Sixth & Marquette
Xxxxxxxxxxx, Xxxxxxxxx 00000
Re: MORTGAGE LOAN PURCHASE AGREEMENT DATED AS OF JANUARY 15, 1997
-------------------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to, Southern Pacific Secured
Assets Corp., a California corporation (the "Company"). This opinion is being
delivered in connection with the sale of certain mortgage loans by Southern
Pacific Funding Corporation (the "Seller") to the Company pursuant to that
certain Mortgage Loan Purchase Agreement, dated as of January 15, 1997, between
the Seller and the Company (the "Purchase Agreement"), and the simultaneous
deposit therewith by such Company of such mortgage loans into a trust fund
pursuant to that certain Subsequent Transfer Instrument (the "Subsequent
Transfer Instrument" and, together with the Purchase Agreement, the
"Documents"), dated as of January 15, 1997, between the Company and Norwest Bank
Minnesota, N.A., as Trustee of the Southern Pacific Secured Assets Corp.
Mortgage Loan Asset-Backed Pass-Through Certificates, Series 1996-4 (the
"Trustee"). Our representation has been limited solely to rendering this opinion
and I have not participated in any way in the negotiation or drafting of the
Documents. Capitalized terms not otherwise defined herein have the meanings set
forth in the Purchase Agreement.
In our capacity as such counsel, we have examined originals or
copies of those corporate and other records and documents we considered
appropriate. As to relevant factual matters, we have relied upon, among other
things, the factual representations of the parties contained in certificates of
officers of the Company. In addition we have obtained and relied upon the
Certificate of Status Domestic Corporation issued by the California Secretary of
State and dated December 9, 1996, as well as a LEXIS search of the Secretary of
State library conducted on Friday, January 15, 1997. Such factual matters have
not been independently established or verified by us.
Our use of the terms "known to us," "to our knowledge," or a similar phrase to
qualify a statement in this opinion means that those attorneys in this firm who
have given substantive attention to the representation described in the
introductory paragraph of this opinion do not have current actual knowledge that
the statement is inaccurate. Such terms do not include any knowledge of other
attorneys within our firm (regardless of whether they have represented or are
representing the Company in connection with any other matter) or any
constructive or imputed knowledge of any matters or items of information. We
have not undertaken any investigation to determine the accuracy of the
statement, including any review of litigation dockets or any inquiry of the
Company, its officers or any other persons concerning (i) existing or threatened
litigation involving the Company, (ii) material agreements to which the Company
is a party, or (iii) orders, judgments or decrees binding upon the Company, and
any limited inquiry undertaken by us during the preparation of this opinion
letter should not be regarded as such an investigation. No inference as to our
knowledge of any matters bearing on the accuracy of any such statement should be
drawn from the fact of our representation of the Company in connection with this
opinion letter or in other matters.
As to relevant factual matters, we have relied upon, among
other things, the Company's representations in certificates of the officers of
the Company. In addition, we have obtained and relied upon those certificates of
public officials we considered appropriate. Such factual matters have not been
independently established or verified by me.
We have not undertaken any independent investigation to
determine the accuracy of any statement, and any limited inquiry undertaken by
me during the preparation of this opinion letter should not be regarded as such
an investigation. No inference as to our knowledge of any matters bearing on the
accuracy of any such statement should be drawn from the fact of our
representation of the Company in connection with this opinion letter or in other
matters.
The term "threatened litigation" used herein shall have the
same meaning as the term "overtly threatened" used in the American Bar
Association Statement of Policy on Lawyer's Responses to Auditors' Requests for
Information dated January 15, 1976.
We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, the legal capacity
of all natural persons and the conformity with originals of all documents
submitted to me as copies. To the extent the Company's obligations depend on the
due authorization, execution and delivery of other parties to the Documents, we
have assumed that the Documents have been so authorized, executed and
delivered and that such documents constitute the legally valid and binding
obligation of each such party in accordance with their respective terms. We have
further assumed the conformity of the Mortgage Loans and related documents to
the requirements of the Documents.
We have also assumed, without independent verification, that
there are no agreements or understandings among the Seller, the Company, the
Trustee or any other party which would expand, modify or otherwise affect the
terms of the documents described herein or the respective rights or obligations
of the parties thereunder.
On the basis of such examination, our reliance upon the
assumptions contained herein and our consideration of those questions of law we
considered relevant, and subject to the limitations and qualifications in this
opinion, we are of the opinion that:
1. The Company has been duly incorporated and is validly
existing in good standing under the laws of the State of California with
corporate power to own its properties, conduct its business as described in the
Purchase Agreement, to enter into the Documents and to perform its obligations
thereunder.
2. The execution, delivery and performance of each of the
Documents has been duly authorized by all necessary corporate action on the part
of the Company and the Documents have been duly executed and delivered by the
Company.
3. No order, consent, permit or approval of any California or
federal governmental authority is required on the part of the Company for the
execution and delivery, and performance on or prior to the date of this opinion
under, the Documents, except for such as have been obtained.
4. The execution and delivery by the Company of, and the
performance of its obligations, on or prior to the date hereof, under the
Documents to which it is a party, does not (i) violate the Company's Articles of
Incorporation or bylaws, or to our knowledge (ii) result in a default under the
terms of any indenture or other material agreement or instrument known to me to
which the Company is a party or by which it is bound, or (iii) breach or
otherwise violate any existing obligation of the Company under any order,
judgment or decree of any California or federal court or governmental authority
binding the Company and known to us.
5. The execution and delivery by the Company of, and the
performance of its obligations on or prior to the date hereof under, the
Documents to which it is a party, does not subject the Company to any fine,
penalty or similar sanction under any material California statute or regulation
that we have, in the exercise of customary professional diligence, recognized as
directly applicable to the Company or the transactions of the type contemplated
by the Documents except in any case where the default, breach, fine or penalty
would not have a material effect on the Company's ability to perform its
obligations under the Documents.
6. To our knowledge there is no action, suit, proceeding or
investigation pending or threatened (i.e. threatened litigation) against the
Company which, in our judgment,
would draw into question the validity of the Documents or which would be likely
to impair materially the ability of the Company to perform under the terms of
the Documents.
In rendering this opinion, we express no opinion concerning
compliance with the securities laws, nor do we express any opinion concerning
the laws of any jurisdiction other than the present laws of the State of
California. We express no opinion concerning the application of the "doing
business" laws of any jurisdiction. We express no opinion on any issue not
expressly addressed above.
This opinion is rendered by us as special counsel for the
Company and may be relied upon you only in connection with the transactions
contemplated by the Documents. It may no be used or relied upon by you for any
other purpose or by any other person, or may copies be delivered to any other
person, without in each instance our prior written consent. Notwithstanding the
foregoing, this opinion may be relied on by Xxxxxxx Xxxxxxxx & Xxxx for the
limited purpose of rendering its opinion to you in connection with the
transactions contemplated by the Documents.
Very truly yours,
Xxxxx & Xxxxxxxxx
Soutehrn Pacific Secured Assets Corp.
Xxx Xxxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxx, Xxxxxx 00000
Re: Southern Pacific Funding Corporation
Mortgage Loan Purchase Agreement Dated as of January 15, 1997
We have acted as counsel to Southern Pacific Funding Corporation (the
"Seller"), in connection with the sale of certain mortgage loans by the Seller
to Southern Pacific Secured Assets Corp. (the "Company") pursuant to that
certain Mortgage Loan Purchase Agreement, dated as of January 15, 1997, between
the Seller and the Company (the "Purchase Agreement"). Our representation of the
sellers has been limited solely to rendering this opinion and we have not
participated in any way in the negotiation or drafting of the Purchase
Agreement. Capitalized terms not defined herein have the meanings set forth in
the Purchase Agreement.
In our capacity as such counsel, we have examined originals or copies of those
corporate and other records and documents we considered appropriate, including
the following:
A. The Purchase Agreement;
B. The Seller's Articles of Incorporation and Bylaws, as
amended to date; and
C. Resolutions adopted by the Board of Directors of the
Seller with specific reference to actions relating to
the transactions covered by this opinion.
D. Telephone confirmation on ________________ from the
California Department of Real Estate of the Seller's
status as a licensed real estate broker under the
California Business and Professions Code.
As to relevant factual matters, we have relied upon, among
other things, the Seller's representations in certificates of the officers of
the Seller. In addition we have obtained and relied upon the Certificate of
Status Domestic Corporation issued by the California Secretary of State and
dated December 9, 1996, as well as a LEXIS search of the Secretary of State
library conducted on Wednesday, January 15, 1997. Such factual matters have not
been independently established or verified by us.
Our use of the terms "known to us," "to our knowledge," or a
similar phrase to qualify a statement in this opinion means that those attorneys
in this firm who have given substantive attention to the representation
described in the introductory paragraph of this opinion do not have current
actual knowledge that the statement is inaccurate. Such terms do not include any
knowledge of other attorneys within our firm (regardless of whether they have
represented or are representing the Seller in connection with any other matter)
or any constructive or imputed
knowledge of any matters or items of information. We have not undertaken any
investigation to determine the accuracy of the statement, including any review
of litigation dockets or any inquiry of the Seller, its officers or any other
persons concerning (i) existing or threatened litigation involving the Seller,
(ii) material agreements to which the Seller is a party, or (iii) orders,
judgments or decrees binding upon the Seller, and any limited inquiry undertaken
by us during the preparation of this opinion letter should not be regarded as
such an investigation. No inference as to our knowledge of any matters bearing
on the accuracy of any such statement should be drawn from the fact of our
representation of the Seller in connection with this opinion letter or in other
matters.
The term "threatened litigation" used herein shall have the
same meaning as the term "overtly threatened" used in the American Bar
Association Statement of Policy on Lawyer's Responses to Auditors' Requests for
Information dated January 15, 1976.
We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, the legal capacity
of all natural persons and the conformity with originals of all documents
submitted to me as copies. To the extent the Seller's obligations depend on the
due authorization, execution and delivery of other parties to the Documents, we
have assumed that the Documents have been so authorized, executed and delivered
and that such documents constitute the legally valid and binding obligation of
each such party in accordance with their respective terms. We have further
assumed the conformity of the Mortgage Loans and related documents to the
requirements of the Documents.
We have also assumed, without independent verification, that
there are no agreements or understandings among the Seller, the Company or any
other party which would expand, modify or otherwise affect the terms of the
documents described herein or the respective rights or obligations of the
parties thereunder. We have also assumed, without independent verification, that
Seller's continues to be a licensed real estate broker under the California
Business and Professions Code as confirmed by us by telephone conference on
December 9, 1996 with the California Department of Real Estate.
On the basis of such examination, our reliance upon the
assumption contained herein, and our consideration of those questions of law
considered relevant, and subject to the limitations and qualifications in this
opinion, we are of the opinion that:
1. The Seller has been duly incorporated and is validly
existing in good standing under the laws of the State of California with
corporate power to own its properties, conduct its business as described in the
Purchase Agreement, to enter into the Documents and to perform its obligations
thereunder.
2. The execution, delivery and performance of each of the
Documents has been duly authorized by all necessary corporate action on the part
of the Seller and the Documents have been duly executed and delivered by the
Seller.
3. No order, consent, permit or approval of any California or
federal
governmental authority is required on the part of the Seller for the execution
and delivery, and performance on or prior to the date of this opinion under, the
Documents, except for such as have been obtained.
4. The execution and delivery by the Seller of, and the
performance of its obligations, on or prior to the date hereof, under the
Documents to which it is a party, does not (i) violate the Seller's Articles of
Incorporation or bylaws, or to our knowledge (ii) result in a default under the
terms of any indenture or other material agreement or instrument known to me to
which the Seller is a party or by which it is bound, or (iii) breach or
otherwise violate any existing obligation of the Seller under any order,
judgment or decree of any California or federal court or governmental authority
binding the Seller and known to us.
5. The execution and delivery by the Seller of, and the
performance of its obligations on or prior to the date hereof under, the
Documents to which it is a party, does not subject the Seller to any fine,
penalty or similar sanction under any material California statute or regulation
that we have, in the exercise of customary professional diligence, recognized as
directly applicable to the Seller or the transactions of the type contemplated
by the Documents except in any case where the default, breach, fine or penalty
would not have a material effect on the Seller's ability to perform its
obligations under the Documents.
6. To our knowledge there is no action, suit, proceeding or
investigation pending or threatened (i.e. threatened litigation) against the
Seller which, in our judgment, would draw into question the validity of the
Documents or which would be likely to impair materially the ability of the
Seller to perform under the terms of the Documents.
In rendering this opinion, we express no opinion concerning
compliance with the securities laws, nor do we express any opinion concerning
the laws of any jurisdiction other than the present laws of the State of
California. We express no opinion concerning the application of the "doing
business" laws of any jurisdiction. We express no opinion on any issue not
expressly addressed above.
This opinion is rendered by us as special counsel for the
Seller and may be relied upon you only in connection with the transactions
contemplated by the Documents. It may no be used or relied upon by you for any
other purpose or by any other person, or may copies be delivered to any other
person, without in each instance our prior written consent. Notwithstanding the
foregoing, this opinion may be relied on by Xxxxxxx Xxxxxxxx & Wood for the
limited purpose of rendering its opinion to you in connection with the
transactions contemplated by the Documents.
Very truly yours,
Xxxxx & Xxxxxxxxx
January 15, 1997
Xxxxx'x Investors Service, Inc. Duff & Xxxxxx Credit Rating Co.
00 Xxxxxx Xxxxxx 00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
Standard & Poor's Ratings Services MBIA Insurance Corporation
25 Broadway 000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Armonk, New York 10504
Norwest Bank Minnesota, X.X. Xxxxxx Xxxxxxx & Co. Incorporated
Norwest Center 0000 Xxxxxxxx, 0xx Xxxxx
Sixth & Marquette New York, New York 10038
Xxxxxxxxxxx, Xxxxxxxxx 00000
Re: Southern Pacific Secured Assets Corp.
Mortgage Loan Asset-backed Pass-Through Certificates, Series 1996-4
-------------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Southern Pacific Secured Assets Corp.
(the "Company"), in connection with the conveyance of $43,573,051.10 of certain
Group I and $11,417,719.24 of certain Group II residential first lien and second
lien mortgage loans (the "Subsequent Mortgage Loans") by the Company to Norwest
Bank Minnesota, N.A. as trustee (the "Trustee") under the Pooling and Servicing
Agreement, dated as of December 1, 1996, among the Company, as company, Advanta
Mortgage Corp. USA, as master servicer and the Trustee (the "Pooling and
Servicing Agreement"), pursuant to a Subsequent Transfer Instrument, dated as of
January 15, 1997 (the "Subsequent Transfer Instrument"), between the Company, as
seller and the Trustee (the Subsequent Transfer Instrument and the Pooling and
Servicing Agreement, together, the "Agreements"). The Company purchased the
Subsequent Mortgage Loans from Southern Pacific Funding Corporation (the
"Seller") pursuant to a Mortgage Loan Purchase Agreement dated as of January 15,
1997. The Company previously transferred certain
residential first lien and second lien mortgage loans (collectively, the
"Initial Mortgage Loans"; the Subsequent Mortgage Loans and the Initial Mortgage
Loans, together, the "Mortgage Loans") and the amounts of $48,162,020.73 and
$11,837,831.36 deposited by the Company on the Closing Date in two separate
pre-funding accounts to a trust fund pursuant to the Pooling and Servicing
Agreement. Capitalized terms not defined herein have the meanings set forth in
the Pooling and Servicing Agreement.
In connection with rendering this opinion letter, we have
examined the Agreements and such other documents as we have deemed necessary. As
to matters of fact, we have examined and relied upon representations of parties
to the Agreements contained therein and, where we have deemed appropriate,
representations or certifications of officers of parties to the Agreements or
public officials. We have assumed the authenticity of all documents submitted to
us as originals, the genuineness of all signatures, the legal capacity of
natural persons and the conformity to the originals of all documents. We have
assumed that all parties had or have the power and authority to enter into and
perform all obligations thereunder. As to such parties, we also have assumed the
due authorization by all requisite action, the due execution and delivery and
the enforceability of such documents. We have further assumed that there is not
and will not be any other agreement that materially supplements or otherwise
modifies the agreements expressed in the Agreements. We have further assumed the
conformity of the Mortgage Loans and related documents to the requirements of
the Agreements.
In rendering this opinion letter, we do not express any
independent opinion concerning any law other than the law of the State of New
York and the federal law of the United States. We also note that the security
interest of the Trustee in proceeds is limited to the extent set forth in
Section 9-306 of the Uniform Commercial Code as in effect in the State of New
York. We do not express any opinion on any issue not expressly addressed below.
Based upon and subject to the foregoing, it is our opinion that,
in the event that the transfer of the Subsequent Mortgage Loans by the Company
to the Trustee and the sale of the Class A Certificates by the Company to the
Underwriters were held not to constitute a sale of the interest in the
Subsequent Mortgage Loans evidenced by the Class A Certificates, the Agreements
create, for the benefit of the Trustee as secured party on behalf of the
Certificateholders, a perfected security interest in each Subsequent Mortgage
Loan and the proceeds thereof, which security interest will be prior to all
other security interests except for those that by operation of law take priority
over a previously perfected security interest.
This opinion letter is rendered for the sole benefit of each
person or entity to which it is addressed, and no other person or entity is
entitled to rely hereon. Copies of this opinion letter may not be furnished to
any other party or entity, nor may any portion of this opinion letter be quoted,
circulated or referred to in any other document.
Very truly yours,
XXXXXXX XXXXXXXX & XXXX
January 15, 1997
Xxxxx'x Investors Service, Inc. Duff & Xxxxxx Credit Rating Co.
00 Xxxxxx Xxxxxx 00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
Standard & Poor's Ratings Services MBIA Insurance Corporation
25 Broadway 000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx, Xxx Xxxx 00000
Norwest Bank Minnesota, N.A.
Norwest Center
Sixth & Marquette
Minnesapolis, Minnesota
Re: Southern Pacific Secured Assets Corp.
Mortgage Loan Asset-backed Pass-through Certificates, Series 1996-4
-------------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Southern Pacific Secured Assets Corp.
(the "Company"), in connection with the conveyance of $43,573,051.10 of certain
Group I and $11,417,719.24 of certain Group II residential first lien and second
lien mortgage loans (the "Subsequent Mortgage Loans") by the Company to Norwest
Bank Minnesota, N.A. as trustee (the "Trustee") under the Pooling and Servicing
Agreement, dated as of December 1, 1996, among the Company, as company, Advanta
Mortgage Corp. USA, as master servicer and the Trustee (the "Pooling and
Servicing Agreement"), pursuant to a Subsequent Transfer Instrument, dated as of
January 15, 1997 (the "Subsequent Transfer Instrument"), between the Company, as
seller and the Trustee (the Subsequent Transfer Instrument and the Pooling and
Servicing Agreement, together, the "Agreements"). The Company purchased the
Subsequent Mortgage Loans from Southern Pacific Funding Corporation (the
"Seller") pursuant to a Mortgage Loan Purchase Agreement dated as of January 15,
1997. The Company previously transferred certain
residential first lien and second lien mortgage loans (collectively, the
"Initial Mortgage Loans"; the Subsequent Mortgage Loans and the Initial Mortgage
Loans, together, the "Mortgage Loans") and the amounts of $48,162,020.73 and
$11,837,831.36 deposited by the Company on the Closing Date in two separate
pre-funding accounts to a trust fund pursuant to the Pooling and Servicing
Agreement. Capitalized terms not defined herein have the meanings set forth in
the Pooling and Servicing Agreement.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the federal law of the United States and the law
of the State of New York. We do not express any opinion on any issue not
expressly addressed below.
Based upon and subject to the foregoing, it is our opinion that
(i) in the event of the insolvency of the Seller and the appointment of a
receiver or conservator for the Seller, in connection with such a proceeding a
court would not hold that the transfer of the Subsequent Mortgage Loans by the
Seller to the Company should be characterized as a loan secured by the
Subsequent Mortgage Loans rather than as a sale of the ownership interest in the
Subsequent Mortgage Loans, and (ii) in the event of the insolvency of the
Company and the appointment of a receiver or conservator for the Company, in
connection with such a proceeding a court would not hold that the transfer of
the Subsequent Mortgage Loans by the Company to the Trustee should be
characterized as a loan secured by the Subsequent Mortgage Loans rather than as
a sale of the ownership interest in the Subsequent Mortgage Loans evidenced by
the Certificates.
This opinion letter is rendered for the sole benefit of each
addressee hereof, and no other person or entity is entitled to rely hereon.
Copies of this opinion letter may not be furnished to any other party or entity,
nor may any portion of this opinion letter be quoted, circulated or referred to
in any other document.
Very truly yours,
XXXXXXX XXXXXXXX & XXXX
SOUTHERN PACIFIC SECURED ASSETS CORP., MORTGAGE LOAN ASSET-
BACKED PASS THROUGH CERTIFICATES, SERIES 1996-4
ATTACHMENT D TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-4
January 15, 1997
OFFICER'S CERTIFICATE
I, Xxxxxx Xxx, hereby certify that I am a duly
elected President of Southern Pacific Secured Assets Corp., a California
corporation (the "Company"), and further, to the best of my knowledge and after
due inquiry, as follows:
Each condition precedent specified in Section 2.08(b)
and Section 2.08(c) of the Pooling and Servicing Agreement, dated
as of December 1, 1996, among the Company, Advanta Mortgage Corp.
USA, as Master Servicer, and Norwest Bank Minnesota, N.A., as
Trustee (the "Pooling and Servicing Agreement") and each
condition precedent specified in the Subsequent Transfer
Instrument has been satisfied by the Company.
Capitalized terms not defined herein have the
meanings set forth in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: January 15, 1997 By: /s/ Xxxxxx Xxx
--------------------------
Name: Xxxxxx Xxx
Title: President
SOUTHERN PACIFIC SECURED ASSETS CORP.,
MORTGAGE LOAN ASSET-BACKED PASS THROUGH
CERTIFICATES, SERIES 1996-4
ATTACHMENT E TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-4
January 15, 1997
TRUSTEE'S ACKNOWLEDGMENT OF RECEIPT
January 15, 1997
Southern Pacific Funding Corporation
Xxx Xxxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxx, Xxxxxx 00000
Southern Pacific Secured Assets Corp.
Xxx Xxxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxx, Xxxxxx 00000
Advanta Mortgage Corp. USA
00000 Xxxx Xxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
MBIA Insurance Corporation
000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
Re: Pooling and Servicing Agreement, dated as of December 1, 1996
among Southern Pacific Secured Assets Corp., as Company,
Advanta Mortgage Corp. USA, as Master Servicer, and Norwest
Bank Minnesota, N.A., as Trustee, Mortgage Pass-Through
Certificates, Series 1996-4, (Subsequent Transfer on January
15, 1997)
Ladies and Gentlemen:
In accordance with Section 2.04 of the
above-captioned Pooling and Servicing Agreement, the undersigned, as Trustee,
hereby certifies: except as noted on the attachment hereto, if any (the "Loan
Exception Report"), it has received the original Mortgage Note (item (i) in
Section 2.03(a)) with respect to each Mortgage Loan listed in the attached
Mortgage Loan Schedule and the documents contained therein appear to bear
original signatures or copies of originals if the originals have not yet been
delivered.
The Trustee has made no independent examination of
any such documents beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any such documents or any of the Mortgage Loans identified on
the Mortgage Loan Schedule, or (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan.
Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the above-captioned Pooling and
Servicing Agreement.
NORWEST BANK MINNESOTA,
N.A., as Trustee
By: /s/
----------------------------
Name:
Title:
SCHEDULE I
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Advanta Mortgage Corp. USA
00000 Xxxx Xxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Southern Pacific Funding Corporation
Xxx Xxxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxx, XX 00000
Southern Pacific Secured Assets Corp.
Xxx Xxxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxx, XX 00000
MBIA Insurance Corporation
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Duff & Xxxxxx Credit Rating Co.
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Xxxxx'x Investors Service, Inc.
00 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Standard & Poor's Ratings Services
00 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
