EXHIBIT 1
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument (the
"Instrument"), dated December 29, 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 1997-4, as purchaser (the "Purchaser"), and
pursuant to the Pooling and Servicing Agreement, dated as of December 1, 1997,
among the Company, as company, Southern Pacific Funding Corporation, 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 2.10(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/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Director
SOUTHERN PACIFIC SECURED ASSETS
CORP., MORTGAGE LOAN ASSET-
BACKED PASS-THROUGH
CERTIFICATES, SERIES 1997-4
By: NORWEST BANK MINNESOTA, N.A.,
as Trustee
By: /s/ Xxxxxxx Xxxxxx
------------------------------
Name: Xxxxxxx Xxxxxx
Title: Account Manager
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.
SOUTHERN PACIFIC SECURED ASSETS CORP.,
MORTGAGE LOAN ASSET-BACKED PASS-THROUGH
CERTIFICATES, SERIES 1997-4
ATTACHMENT A TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1997-4
December 29, 1997
Group I
A.
1. Subsequent Cut-off Date: December 29, 1997
2. Subsequent Transfer Date: December 29, 1997
3. Aggregate Principal Balance of the Subsequent Mortgage Loans as of the
Subsequent Cut-off Date: $110,998,809.46
4. Purchase Price: 100%
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: 6.99%
3. Maximum Mortgage Rate: 15.85%
4. WAC of all Mortgage Loans: 10.0292%
5. WAM of all Mortgage Loans: 6.6084 months
6. Largest Principal Balance: $750,000
7. Non-owner occupied Mortgaged Properties: 10.75%
8. California zip code concentration: 16.17%
9. Condominiums: 3.58%
10. Single-family: 81.14%
11. Weighted average term since origination: 359.2 months
12. First payment date:
October 1, 1996 0.06%
December 1, 1996 0.07%
June 1, 1997 0.16%
July 1, 1997 0.03%
August 1, 1997 0.17%
September 1, 1997 0.21%
October 1, 1997 0.44%
November 1, 1997 3.29%
December 1, 1997 10.4%
January 1, 1998 45.43%
February 1, 1998 39.7%
March 1, 1998 0.04%
SOUTHERN PACIFIC SECURED ASSETS CORP.,
MORTGAGE LOAN ASSET-BACKED PASS-THROUGH
CERTIFICATES, SERIES 1997-4
ATTACHMENT A TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1997-4
December 29, 1997
Group III
A.
1. Subsequent Cut-off Date: December 29, 1997
2. Subsequent Transfer Date: December 29, 1997
3. Aggregate Principal Balance of the Subsequent Mortgage Loans as of the
Subsequent Cut-off Date: $38,996,187.16
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: 7.5%
3. Maximum Mortgage Rate: 18.35%
4. WAC of all Mortgage Loans: 11.632%
5. WAM of all Mortgage Loans: N/A
6. Largest Principal Balance: $500,000
7. Non-owner occupied Mortgaged Properties: 11.30%
8. California zip code concentration: 9.74%
9. Condominiums: 1.07%
10. Single-family: 79.00%
11. Weighted average term since origination: 313.2 months
12. First payment date:
October 1, 1996 0.57%
December 1, 1996 0.19%
January 1, 1997 0.33%
February 1, 1997 0.62%
June 1, 1997 0.83%
July 1, 1997 1.54%
August 1, 1997 0.88%
September 30, 1997 0.21%
October 1, 1997 0.37%
November 1, 1997 4.19%
December 1, 1997 21.61%
January 1, 1998 45.26%
February 1, 1998 23.31%
March 1, 1998 0.09%
SOUTHERN PACIFIC SECURED ASSETS CORP.,
MORTGAGE LOAN ASSET-BACKED PASS-THROUGH
CERTIFICATES, SERIES 1997-4
ATTACHMENT B TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1997-4
December 29, 1997
IN ACCORDANCE WITH RULE 202 OF REGULATION S-T,
THE MORTGAGE LOAN SCHEDULES ARE BEING FILED IN PAPER PURSUANT TO
A CONTINUING HARDSHIP EXEMPTION
ATTACHMENT C
OPINIONS OF COMPANY COUNSEL
December 29, 0000
Xxxxxxx Xxxx Xxxxxxxxx, N.A.
Xxxxxxx Xxxxx
Xxxxx & Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
MBIA Insurance Corporation
000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
Re: Southern Pacific Secured Assets Corp. Mortgage Loan
Purchase Agreement dated as of December 29, 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 December 29, 1997, between
the Company and Seller (the "Purchase Agreement") and the simultaneous deposit
by the Company of such mortgage loans into a trust fund pursuant to that certain
Subsequent Transfer Instrument dated as of December 29, 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 1997-4 (the "Subsequent Transfer Instrument" and together with the
Purchase Agreement, the "Documents"). Our representation has been limited solely
to rendering this opinion and we have not participated in any way in the
negotiation or drafting of the Documents. Capitalized terms used herein without
definition shall have the meanings ascribed to such terms 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 those
certificates of public officials we deemed appropriate. Such factual matters
have not been independently established or verified by us.
Norwest Bank Minnesota, N.A., et al.
December 29, 1997
Page 2
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.
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 us as originals, the legal capacity
of all natural persons and the conformity with originals of all documents
submitted to us as copies. To the extent the Company's obligations depend on the
due authorization, execution and delivery of the Documents by the other parties
to the Documents, we have assumed that the Documents have been so authorized,
executed and delivered and that they constitute the legally valid and binding
obligation of each such party enforceable against such party in accordance with
its 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 Company and 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:
Norwest Bank Minnesota, N.A., et al.
December 29, 1997
Page 3
1. The Company has been duly incorporated and is validly existing in
good standing under the laws of the Statement of California, and has the
corporate power to own its properties and conduct its business as described in
the Documents to which it is a party and to perform its obligations thereunder.
2. The execution, delivery and performance of each of the Documents to
which the Company is a party have been duly authorized by all necessary
corporate action on the part of the Company, and such Documents have been duly
executed and delivered by the Company.
3. No order, consent, permit or approval of any California governmental
authority that we have, in the exercise of customary professional diligence,
recognized as directly applicable to the Company or to transactions of the type
contemplated by the Documents, 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 us 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 adverse 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 either to
perform its obligations under the terms of the Documents to which it is a party.
Norwest Bank Minnesota N.A., et al.
December 29, 1997
Page 4
In rendering this opinion, we express no opinion concerning compliance
with 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 not be used or relied upon by you for any other purpose or
by any other person, nor 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
[____________________]
December 29 1997
Southern 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 December 29, 1997
--------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Southern Pacific
Funding Corporation, a California 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 December 29, 1997, between the Seller and the Company
(the "Purchase Agreement"). Our representation of the Seller 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
otherwise used 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;
C. Resolutions adopted by the Board of Directors of the
Seller with specific reference to actions relating to the
transactions covered by this opinion; and
D. Telephone confirmation on December 9, 1997 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.
Southern Pacific Secured Assets Corp.
December 29, 1997
Page 2
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 those certificates of
public officials we considered appropriate. 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 Auditor's Requests for
Information dated January 15, 1976.
We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the legal capacity
of all natural persons and the conformity with originals of all documents
submitted to us as copies. To the extent the Seller's obligations depend on the
due authorization, execution and delivery of the Purchase Agreement by other
parties to the Purchase Agreement, we have assumed that the Purchase Agreement
has been so authorized, executed and delivered and that it constitutes the
legally valid and binding obligation of each such party enforceable against such
party in accordance with its terms. We have further assumed the conformity of
the Mortgage Loans and related documents to the requirements of the Purchase
Agreement.
Southern Pacific Secured Assets Corp.
December 29, 1997
Page 3
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 continues to be a licensed real estate broker under the California
Business and Professions Code as confirmed to us by telephone conference on
December 9, 1997 with the California Department of Real Estate.
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 Seller has been duly incorporated and is validly
existing in good standing under the laws of the Statement of California with the
corporate power to own its properties, conduct its business as described in the
Purchase Agreement, to enter into the Purchase Agreement and to perform its
obligations thereunder.
2. The execution, delivery and performance of the Purchase
Agreement has been duly authorized by all necessary corporate action on the part
of the Seller and the Purchase Agreement has been duly executed and delivered by
the Seller.
3. No order, consent, permit or approval of any California
governmental authority that we have, in the exercise of customary professional
diligence, recognized as directly applicable to the Seller or to transactions of
the type contemplated by the Purchase Agreement, 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 Purchase Agreement, except for such as have been
obtained.
4. The Seller's execution and delivery of, and the performance
of its obligations on or prior to the date hereof under, the Purchase Agreement,
do 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 us 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.
Southern Pacific Secured Assets Corp.
December 29, 1997
Page 4
5. The execution and delivery by the Seller of, and the
performance of its obligations on or prior to the date hereof under, the
Purchase Agreement, do 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
Purchase Agreement, except in any case where the default, breach, fine or
penalty would not have a material adverse effect on the Seller's ability to
perform its obligations under the Purchase Agreement.
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
Purchase Agreement or which would be likely to impair materially the ability of
the Seller to perform under the terms of the Purchase Agreement.
In rendering this opinion, we express no opinion concerning
compliance with 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 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 Purchase Agreement. It may not 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.
Very truly yours
[________________]
ATTACHMENT D
OFFICERS' CERTIFICATES OF THE COMPANY
OFFICER'S CERTIFICATE
I, Xxxxx X. Xxxxx, hereby certify that I am a duly elected
Director 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 2.10(b) and
Section 2.10(c) of the Pooling and Servicing Agreement, dated as of
December 1, 1997, among the Company, Southern Pacific Funding
Corporation, 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: December 29, 1997 By: /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: Director
OFFICER'S CERTIFICATE
I, Xxxxx Xxxxxxxxxx, hereby certify that I am the duly elected
Executive Vice President of Southern Pacific Funding Corporation (the "Seller")
a corporation organized under the laws of the State of California, that I have
made such reasonable investigation as I have deemed necessary to deliver this
Certificate, including discussions with responsible officers of the Seller and
further certify to the best of my knowledge as follows:
1. The Seller is in good standing under the laws of the State
of California.
2. Each person who, as an officer or representative of the
Seller, signed the Mortgage Loan Purchase Agreement, dated as of
December 29, 1997, between the Seller and Southern Pacific Secured
Assets Corp. (the "Agreement") and any other document delivered prior
hereto or on the date hereof in connection with the transactions
described in the Agreements was, at the respective times of such
signing and delivery, and is now, duly elected or appointed, qualified
and acting as such officer or representative, and the signatures of
such persons appearing on such documents are their genuine signatures.
3. All of the Seller's representations and warranties
contained in the Agreement are true and correct in all material
respects as of the respective dates thereof and are true and correct
in all material respects as of the Closing Date, and no event of
default in the performance of any of the Seller's covenants or
agreements under the Agreement has occurred and is continuing, nor has
an event occurred which with the passage of time or notice or both
would become such event of default.
4. With respect to its transfer of the Mortgage Loans and the
transactions contemplated by the Agreement, the Seller has complied in
all material respects with all the agreements by which it is bound and
has satisfied in all material respects all the conditions on its part
to be performed or satisfied prior to the Closing Date other than
those which have been waived pursuant to the terms of the Agreement.
5. The information contained in the Prospectus Supplement
dated November 12, 1997, under the captions "Description of the
Mortgage Pool", "The Seller" and Appendix C or otherwise included in
the Seller's Information is true and accurate and does not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they are made, not
misleading.
8. Attached hereto is a certified true copy of the resolutions
of the Board of Directors of the Seller with respect to the sale of
the Mortgage Loans subject to the Agreements, and the same are in full
force and effect and have not been revoked, repealed or amended.
9. Any necessary consents, approvals, authorizations or order
of any court or governmental agency or body, which are required for
the execution, delivery and performance by the Seller of or compliance
by the Seller with the Agreement, the sale of the Mortgage Loans as
evidenced by the Agreement, or the consummation of the transactions
contemplated by the Agreement, have been obtained. The Agreement and
all related agreements have been authorized by the Board of Directors
of the Seller, such authorization being reflected in the minutes of
that Board and shall be maintained from the date of their execution as
records of the Seller. The Agreement and related agreements are and
will be from the time of their execution official records of the
Seller.
10. Each of the obligations of the Seller required to be
performed by it on or prior to the Closing Date pursuant to the terms
of the Agreement have been duly performed and complied with and all of
the representations and warranties of the Seller under the Agreement
are true and correct as of the Closing Date and no event has occurred
which, with notice or the passage of time, would constitute a default
under the Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the
seal of the Seller.
Dated: December 29, 1997
By: /s/ Xxxxx Xxxxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Executive Vice President
