<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event report): October 16, 1998
BANK OF AMERICA, FSB
- -------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANTS AS SPECIFIED IN CHARTER)
United States
- -------------------------------------------------------------------------------
(STATE OF OTHER JURISDICTION OF INCORPORATION)
333-
- -------------------------------------------------------------------------------
(COMMISSION FILE NUMBER)
91-0221850
- -------------------------------------------------------------------------------
(I.R.S. EMPLOYER IDENTIFICATION NUMBERS)
555 California Street
San Francisco, CA 94104
(415) 622-2220
- -------------------------------------------------------------------------------
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANTS'
PRINCIPAL EXECUTIVE OFFICES)
<PAGE>
Item 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
Item 5. OTHER EVENTS
FILING OF ASSIGNMENT AND ASSUMPTION AGREEMENT.*
Pursuant to an Assignment and Assumption Agreement, dated as of
September 30, 1998, between Bank of America, FSB, acting through its division,
BankAmerica Housing Services, as Assignor and GreenPoint Credit Corp. as
Assignee (the "Assignment Agreement"), Bank of America, FSB has assigned all of
its liabilities, rights, duties and obligations as Servicer under the Pooling
and Servicing Agreements listed on Schedule II of the Assignment Agreement,
which is attached hereto as Exhibit 10, to GreenPoint Credit Corp.
______________
* Capitalized terms used herein without definition shall have the meanings
assigned to them in the Assignment Agreement.<PAGE>
<PAGE>
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibit Numbers:
The following are filed herewith. The exhibit numbers correspond with
Item 601(b) of Regulation S-K.
10. Assignment and Assumption Agreement, dated as of September 30, 1998,
between Bank of America, FSB, acting through its division, BankAmerica
Housing Services, as Assignor and GreenPoint Credit Corp. as Assignee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
BANK OF AMERICA, FSB
By: /s/ Deborah L. Wapensky
--------------------------------
Name: Deborah L. Wapensky
Title: Vice President
Dated: October 16, 1998.
San Francisco, California
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Numbers
- ---------------
<S> <C>
10. Assignment and Assumption Agreement, dated as of September 30,
1998, between Bank of America, FSB, acting through its
division, BankAmerica Housing Services, as Assignor and
GreenPoint Credit Corp. as Assignee.
</TABLE>
<PAGE>
BANK OF AMERICA, FSB,
as Assignor,
and
GREENPOINT CREDIT CORP.,
as Assignee,
ASSIGNMENT AND ASSUMPTION AGREEMENT
Dated as of September 30, 1998
<PAGE>
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Agreement") is executed as
of September 30, 1998, by and between BANK OF AMERICA FSB, acting through its
division, BANKAMERICA HOUSING SERVICES, ("Assignor") and GREENPOINT CREDIT
CORP., a Delaware corporation ("Assignee").
WHEREAS, Assignor is a party to those certain Pooling and Servicing
Agreements, Subservicing Agreements and Administrative Agency Agreements
indicated on Schedule II attached hereto (the "Servicer Agreements"), pursuant
to which the Assignor, in its capacity as servicer, subservicer or
administrative agent (in such capacity, the "Servicer") under such Servicer
Agreements, has agreed to service certain manufactured housing installment loan
contracts as specified therein.
WHEREAS, BankAmerica Corporation, a Delaware corporation and GreenPoint
Bank, a New York chartered savings bank ("GreenPoint"), are parties to that
certain Stock Purchase Agreement dated as of April 11, 1998 (as amended,
restated or modified from time to time, the "Stock Purchase Agreement"),
pursuant to which GreenPoint will acquire all assets and liabilities (including,
in accordance with the terms hereof, Assignor's rights and obligations as
Servicer under the Servicer Agreements) relating to the manufactured housing
lending business of BankAmerica Housing Services, other than certain excluded
assets and certain excluded liabilities, pursuant to a stock transfer or similar
transaction. The Assignee is an operating subsidiary of GreenPoint.
WHEREAS, in connection with the transactions contemplated by the Stock
Purchase Agreement, Assignor seeks to assign and transfer all of its rights and
obligations as Servicer under the Servicer Agreements to Assignee and Assignee
seeks to succeed to all of such rights and assume all of such obligations on the
terms and conditions hereinafter set forth.
WHEREAS, in order to effectuate the assignment and assumption contemplated
hereunder, the consent of the parties listed on Schedule I attached hereto (the
"Consenting Parties") is required, and the Consenting Parties are willing to
consent on the terms and conditions hereinafter set forth.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Assignor hereby assigns and transfers to Assignee, and Assignee hereby
accepts and assumes, all of Assignor's rights, duties, commitments and
obligations as Servicer under the Servicer Agreements, including, but not
limited to, any of Assignor's rights, duties, commitments and obligations with
respect to administration and compliance of the trust fund or funds created
thereunder in accordance with the "real estate mortgage investment conduit"
rules and regulations of the Internal Revenue Code of 1986, as amended.
2. The Consenting Parties hereby approve of, and consent to, the
assignment and assumption set forth in paragraph 1 hereof. The Consenting
Parties hereby release Assignor
<PAGE>
from any and all obligations and liabilities in its capacity as Servicer
under or in connection with the Servicer Agreements that arise on or after
the Effective Date of this Agreement.
3. All claims against and liabilities of the Servicer under the Servicer
Agreements incurred on or before the Effective Date shall be the responsibility
of Assignor and all claims against and liabilities of the Servicer under the
Servicer Agreements incurred after the Effective Date shall be the
responsibility of Assignee.
4. This Agreement shall be effective on the later of (i) the date upon
which the opinion substantially in the form of Exhibit A attached hereto has
been delivered and all of the Consenting Parties have consented to this
Agreement or (ii) the date of the closing of the transactions contemplated by
the Stock Purchase Agreement, which is currently expected to be September 30,
1998 (the "Effective Date").
5. The Assignee agrees that all fees and reimbursements due and owing to
the Servicer under the Servicer Agreements (including, but not limited to,
reimbursement of any advances made by the Servicer pursuant to the terms of the
Servicer Agreements and the right to any servicing fee) prior to the Effective
Date but remaining outstanding after the Effective Date shall be paid or
reimbursed to the Assignor in accordance with the terms of the Servicer
Agreements.
6. The Assignee agrees that it will endeavor to ensure that the ratings
on any security (including any asset-backed security) issued pursuant to or in
connection with the Servicer Agreements where the Assignor or any of its
affiliates originated the related contracts will not be downgraded as a result
of or in connection with the Assignee's servicing activities. Notwithstanding
the foregoing, the Assignee shall not be required to obtain any credit
enhancement to prevent such downgrade if such credit enhancement is unrelated to
the Assignee's servicing activities.
7. The parties hereto agree that nothing herein shall be deemed to be an
assignment of the Assignor's rights and obligations as a Contract Seller (as
such term is defined in the Servicer Agreements) under the Servicer Agreements
or the Assignor's rights as a certificateholder under the Servicer Agreements.
8. Each of Assignor and Assignee agrees to indemnify the other for any
responsibilities under paragraph 3 above and for any other breach of the terms
of this Agreement.
9. This Agreement shall be governed by California law. This Agreement
constitutes the complete agreement of the parties relating to the subject matter
hereof and supersedes any prior agreements or understandings. This Agreement
may not be amended unless agreed upon in writing by the parties. This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be
an original, but all of which shall constitute but one and the same instrument.
The provisions of this Agreement shall be binding upon and inure to the benefit
of both parties and their respective successors and assigns.
2
<PAGE>
IN WITNESS WHEREOF, the Assignor and the Assignee have executed this
Agreement as of the date first written above.
BANK OF AMERICA, FSB, acting
through its division, BANKAMERICA
HOUSING SERVICES, as Assignor
By: /S/ Bank of America, FSB
---------------------------------
Its:
------------------------------
GREENPOINT CREDIT CORP., as Assignee
By: /S/ GreenPoint Credit Corp.
---------------------------------
Its:
------------------------------
3
<PAGE>
25 Broadway Standard & Poor's
New York, New York 10004-1064 A Division of The McGraw-
Tel: 212/208-8000 Hill Companies
Fax: 212-208-0030
September 30, 1998
Bank of America, FSB
315 Montgomery Street, 12th Floor
San Francisco, CA 94104
GreenPoint Bank
90 Park Avenue, 4th Floor
New York, NY 10016
RE: ASSIGNMENT OF SERVICING DUTIES FROM BANK OF AMERICA, FSB TO
GREENPOINT CREDIT
Ladies and Gentlemen:
Reference is made to the Stock Purchase Agreement (the "Stock Purchase
Agreement") dated as of April 11, 1998 by and between BankAmerica
Corporation, a Delaware corporation ("BankAmerica"), and GreenPoint Bank, a
New York chartered savings bank ("GreenPoint"), for the sale of the operating
division of BankAmerica Housing Services, a division of Bank of America, FSB
("BAFSB"), to GreenPoint Credit Corporation, a Delaware corporation
("GreenPoint Credit"), a wholly owned subsidiary of GreenPoint. BankAmerica
is the parent corporation of BAFSB. Reference is further made to each of the
Pooling and Servicing Agreements (each, a "Pooling Agreement") described in
each Assignment and Assumption Agreement (each, an "Assignment Agreement")
between BAFSB and GreenPoint Credit.
In connection with the transactions contemplated by the Stock Purchase
Agreement and under the terms of each Assignment Agreement, BAFSB will assign
and transfer all of its rights and obligations as servicer under each Pooling
Agreement to Greenpoint Credit and Greenpoint Credit will agree to succeed to
all of such rights and assume all of such obligations of BAFSB as servicer
under each Pooling Agreement. Pursuant to the terms of the certificates
issued under each such Pooling Agreement as to which Standard and Poor's
("S&P") assigned a rating, no servicing transfer may take place unless S&P
agrees that the then-current credit rating of any of such certificates will
not be withdrawn or downgraded as a result of such servicing transfer.
<PAGE>
September 30, 1998
Page 2
The transfer of such servicing duties by BAFSB to GreenPoint Credit will not
result in a withdrawal or downgrade of the ratings assigned to any of the
certificates.
Standard & Poor's affirmation of the ratings contained in this letter only
addresses the effect of the proposed changes on the last rating assigned by
Standard & Poor's to the securities referenced above. Rating affirmation
does not address the effect of such changes on the rights or interests of
holders of the securities under the documents or whether such changes are
permitted by the terms of the documents.
We are pleased to have been of assistance to you in this matter. If you have
any questions, or if we may be of further help, please do not hesitate to
contact us.
Very truly yours,
/S/ Joseph F. Sheridan
Joseph F. Sheridan
Managing Director
<PAGE>
Moody's Investors Service
99 Church Street
New York, New York 10007
September 30, 1998
Bank of America, FSB
315 Montgomery Street, 12th Floor
San Francisco, CA 94104
GreenPoint Bank
90 Park Avenue, 4th Floor
New York, NY 10016
The First National Bank of Chicago
Corporation Trust Department
One North State Street, 9th Floor
Chicago, IL 60670
Sumitomo Bank of New York Trust Company
Two World Financial Center
225 Liberty Street, 35th Floor
New York, NY 10281
Wilmington Trust Company
1105 North Market Street
Rodney Square North
Wilmington, DE 19805
Re: Assignment of Servicing from Bank of America, FSB to GreenPoint Credit
Corporation Assignment and Assumption Agreement, dated and effective
as of September 30, 1998, by and between Bank of America FSB, acting
through its division, BankAmerica Housing Services, as Assignor and
GreenPoint Credit Corporation, as Assignee
Dear Sirs,
Please be advised that, as of this date, Moody's Investors Service will
not downgrade or withdraw the outstanding ratings on any of the securities
issued under each Pooling and Servicing Agreement listed on Attachment A
hereto, solely as a result of the assignment of servicing rights contemplated
by the captioned agreement.
Sincerely,
/S/ David Capar
David Caspar
Analyst
<PAGE>
EXHIBIT A
---------
Pooling and Servicing Agreement relating to Manufactured Housing Contract
Pass-Through Certificates, Series 1988J, dated as of September 1, 1988
between Merrill Lynch Mortgage Investors, Inc., as Seller, Security Pacific
Housing Services, Inc., as Servicer and The First National Bank of Chicago,
as Trustee.
Pooling and Servicing Agreement relating to Manufactured Housing Contract
Pass-Through Certificates, Series 1988P, dated as of December 1, 1988 between
Merrill Lynch Mortgage Investors, Inc., as Seller, Security Pacific Housing
Services, Inc., as Servicer and The First National Bank of Chicago, as
Trustee.
Pooling and Servicing Agreement relating to Manufactured Housing Contract
Pass-Through Certificates, Series 1989C, dated as of May 1, 1989 between
Merrill Lynch Mortgage Investors, Inc., as Seller, Security Pacific Housing
Services, Inc., as Servicer and Sumitomo Bank of New York Company, as Trustee.
Pooling and Servicing Agreement relating to Manufactured Housing Contract
Pass-Through Certificates, Series 1989E, dated as of September 1, 1989
between Merrill Lynch Mortgage Investors, Inc., as Seller, Security Pacific
Housing Services, Inc., as Servicer and The First National Bank of Chicago,
as Trustee.
Pooling and Servicing Agreement relating to Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 1989G, dated as of
November 1, 1989 between Merrill Lynch Mortgage Investors, Inc., as Seller,
Security Pacific Housing Services, Inc., as Servicer and The First National
Bank of Chicago, as Trustee.
Pooling and Servicing Agreement relating to Manufactured Housing Contract
Pass-Through Certificates, Series 1990A, dated as of March , 1, 1990 between
Merrill Lynch Mortgage Investors, Inc., as Seller, Security Pacific Housing
Services, Inc., as Servicer and The First National Bank of Chicago, as
Trustee.
Pooling and Servicing Agreement relating to Manufactured Housing Contract
Pass-Through Certificates, Series 1990C, dated as of June 1, 1990 between
Merrill Lunch Mortgage Investors, Inc., as Seller, Security Pacific Housing
Services, Inc., as Servicer and The First National Bank of Chicago, as
Trustee.
Pooling and Servicing Agreement relating to Security Pacific Acceptance Corp.
Manufactured Housing Contract Senior/Subordinate Pass-Through Certificates,
Series 1995-1, dated as of May 1, 1995 between Security Pacific Acceptance
Corp., as Seller, Security Pacific Housing Services, a Division of Bank of
America, FSB, Contract Seller and Servicer, Security Pacific Housing Services,
Inc., as Contract Seller and The First National Bank of Chicago, as Trustee.
A-1
<PAGE>
Pooling and Servicing Agreement relating to Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 1995-BA1, dated as of
November 1, 1995 between Greenwich Capital Acceptance, Inc., as Depositor,
BankAmerica Housing Services, a Division of Bank of America, FSB, as Servicer
and The First National Bank of Chicago, as Trustee.
Pooling and Servicing Agreement relating to BankAmerica Manufactured Housing
Contract Trust Senior/Subordinate Pass-Through Certificates, Series 1996-1,
dated as of June 1, 1996 between Bank of America National Trust and Savings
Association, as Contractor Seller, BankAmerica Housing Services, an
unincorporated division of Bank of America, FSB, as Contract Seller and Servicer
and The First National Bank of Chicago, as Trustee.
Pooling and Servicing Agreement relating to BankAmerica Manufactured Housing
Contract Trust II Senior/Subordinate Pass-Through Certificates, Series 1997-1,
dated as of July 1, 1997 between BankAmerica Housing Services, an unincorporated
division of Bank of America, FSB, as Contract Seller and Servicer and The First
National Bank of Chicago, as Trustee.
Pooling and Servicing Agreement relating to BankAmerica Manufactured Housing
Contract Trust III Senior/Subordinate Pass-Through Certificates, Series 1997-2,
dated as of November 1, 1997 between Bank of America, FSB, acting through its
division, BankAmerica Housing Services, as Contract Seller and Servicer and The
First National Bank of Chicago, as Trustee.
Pooling and Servicing Agreement relating to BankAmerica Manufactured Housing
Contract Trust IV Senior/Subordinate Pass-Through Certificates, Series 1998-1,
dated as of March 1, 1998 between Bank of America National Trust and Savings
Association, as Contract Seller, Bank of America, FSB, acting through its
division, BankAmerica Housing Services, as Contract Seller and Servicer and The
First National Bank of Chicago, as Trustee.
Pooling and Servicing Agreement relating to Security Pacific Acceptance Corp.
Manufactured Housing Contract Pass-Through Certificates, Series 1990-1, dated as
of September 1, 1990 between Security Pacific Acceptance Corp., as Seller,
Security Pacific Housing Services, Inc., as Servicer and The First National Bank
of Chicago, as Trustee.
Pooling and Servicing Agreement relating to Security Pacific Acceptance Corp.
Manufactured Housing Contract Pass-Through Certificates, Series 1991-1, dated as
of May 1, 1991 between Security Pacific Acceptance Corp., as Seller, Security
Pacific Housing Services, Inc., as Servicer and The First National Bank of
Chicago, as Trustee.
Administrative Agency Agreement, dated as of August 22, 1991 between, Security
Pacific Housing Services, Inc., as Issuer's Agent and Manufactured Housing
Residual Interest Trust, 1991-1, a business trust established under the laws of
the State of Delaware (the "Trust" or "Issuer").
A-2
<PAGE>
FITCH IBCA
The International Rating Agency
August 26, 1998
Mr. Martin Howard
Orrick, Herrington & Sutcliffe
777 S. Figueroa Street
Suite 3200
Los Angeles, CA 90017
Dear Mr. Howard:
Fitch IBCA, Inc. affirms the ratings assigned to the referenced
securities indicated on Exhibit A attached hereto. The transfer of the
servicing function from Bank of America FSB to Greenpoint Credit Corp. will
not in and of itself adversely affect these ratings.
It is important that you provide us with all information that may be
material to the rating so that our ratings continue to be accurate. Ratings
may be changed, withdrawn, suspended or placed on RatingAlert due to changes
in, additions to or the inadequacy of information.
We are pleased to have had the opportunity to be of service to you. If
we can be of further assistance, please contact me at (212) 908-0633 or by
facsimile at (212) 344-1986.
Sincerely,
/S/ Glenn Costello
Glenn Costello
Managing Director
FITCH IBCA, Inc. 212-908-0500
One State Street Plaza
New York, NY 10004
<PAGE>
FITCH IBCA
The International Rating Agency
EXHIBIT A
Greenwich Capital Acceptance, Inc. Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 1995-BA1
$102,045,000 Classes A1 - A-3 - "AAA"
$ 10,643,000 Class A4 - "AA-"
$ 8,138,000 Class B1 - "BBB"
$ 4,383,123 Class B2 - "BB"
BankAmerica Manufactured Housing Contract Senior/Subordinate Pass-Through
Certificates, Series 1996-1
$200,929,000 Classes A1 - A6 - "AAA"
$ 20,891,000 Class A7 - "AA-"
$ 15,361,000 Class B1 - "BB"
$ 8,604,417 Class B2 - "B"
BankAmerica Manufactured Housing Contract Trust II Senior/Subordinate
Pass-Through Certificates, Series 1997-1
$216,145,000 Classes A1 - A9 - "AAA"
$ 22,270,000 Class M - "AA-"
$ 15,719,999 Class B1 - "BBB"
$ 7,860,275 Class B2 - "BB"
BankAmerica Manufactured Housing Contract Trust III Senior/Subordinate
Pass-Through Certificates Series 1997-2
$380,500,000 Classes A2 - A10 - "AAA"
$ 41,250,000 Class M - "AA"
$ 32,500,000 Class B1 - "BBB"
BankAmerica Manufactured Housing Contract Trust IV Senior/Subordinate
Pass-Through Certificates, Series 1998-1
$734,260,000 Class A - "AAA"
$ 67,158,000 Class M - "AA-"
$ 53,727,000 Class B1 - "BBB"
$ 40,295,092 Class B2 - "BB"
BankAmerica Manufactured Housing Contract Trust V Senior/Subordinate
Pass-Through Certificates, Series 1998-2
$562,505,000 Classes A1 - A7 - "AAA"
$ 51,449,000 Class M - "AA-"
$ 41,159,000 Class B1 - "BBB"
$ 30,869,617 Class B2 - "BB"
A-1
<PAGE>
DCR 17 State Street
Duff & Phelps Credit Rating Co. New York, New York 10004
(212)-908-0200
Fax (212) 908-0222
17 August 1998
U.S. Bank Trust National Association
Corporate Trust Administration
Attention: Tammy Schultz-Fugh
180 East 5th Street, 2nd Floor
St. Paul, MN 55101
RE: ASSIGNMENT OF SERVICING DUTIES IN DLJ MORTGAGE CAPITAL MANUFACTURED
HOUSING CONTRACT PASS-THROUGH CERTIFICATES, SERIES 1992-1
Dear Ms. Schultz-Fugh:
DCR is aware that, pursuant to a Stock Purchase Agreement, dated 11 April 1993,
by and between BankAmerica Corporation (BankAmerica) and GreenPoint Bank
(GreenPoint), GreenPoint will acquire all assets and liabilities relating to the
manufactured housing lending business of BankAmerica Housing Services (BAHS),
including all BAHS's rights and obligations as Servicer under the Pooling and
Servicing Agreement related to the transaction referenced above. DCR also is
aware that BAHS and GreenPoint Credit Corp. (GreenPoint Credit), a wholly-owned
subsidiary of GreenPoint, will execute an Assignment and Assumption of Servicing
Agreement on or around 1 September 1998.
DCR must acknowledge that it will not withdraw or downgrade the Certificates of
the transaction referenced above on account of the assignment and assumption of
servicing duties, pursuant to Section 8.07 of the Pooling and Servicing
Agreement.
With this letter, DCR hereby acknowledges that it is aware of the pending
assignment and assumption of servicing duties from BAHS to GreenPoint Credit,
and it will not withdraw or downgrade the Certificates of the transaction
referenced above on account of such assignment and assumption of servicing
duties.
Sincerely,
/S/ Duff & Phelps Credit Rating Co.
DUFF & PHELPS CREDIT RATING CO.
CHICAGO NEW YORK LONDON HONG KONG
<PAGE>
Consented and agreed to as of
the date first written above:
MERRILL LYNCH MORTGAGE INVESTORS, INC.,
as the Company
By: /S/ Merrill Lynch Mortgage Investors, Inc.
------------------------------------------
Name:
------------------------------------------
Title:
------------------------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
THE FIRST NATIONAL BANK OF CHICAGO,
as the Trustee
By: /S/ The First National Bank of Chicago
------------------------------------------
Name:
------------------------------------------
Title:
------------------------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
MBIA,
as the Surety
By: /S/ MBIA
-----------------------
Name:
-------------------------
Title:
------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
SUMITOMO BANK OF NEW YORK TRUST COMPANY,
as the Trustee
By: /S/ Sumitomo Bank of New York Trust Company
-------------------------------------------
Name:
--------------------------------------------
Title:
--------------------------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
SECURITY PACIFIC ACCEPTANCE CORP.,
as the Company under the related Pooling and Servicing Agreements
By: /S/ Security Pacific Acceptance Corp.
---------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
GREENWICH CAPITAL ACCEPTANCE, INC.
as the Depositor
By: /S/ Greenwich Capital Acceptance, Inc.
----------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
BANKER'S TRUST COMPANY OF CALIFORNIA, N.A.,
as the Trustee
By: /S/ Banker's Trust Company of California, N.A.
----------------------------------------------
Name:
----------------------------------------------
Title:
----------------------------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
DLJ MORTGAGE CAPITAL, INC.,
as the Company
By: /S/ DLJ Mortgage Capital, Inc.
---------------------------------
Name:
---------------------------------
Title:
---------------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
U.S. BANK TRUST NATIONAL ASSOCIATION,
as the Trustee
By: /S/ U.S. Bank Trust National Association
----------------------------------------
Name:
---------------------------
Title:
---------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
SECURITY PACIFIC HOUSING SERVICES, INC.,
as the holder of 100% of the Class R Certificates
By: /S/ Security Pacific Housing Services, Inc.
-------------------------------------------
Name:
---------------------------
Title:
---------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
WILMINGTON TRUST COMPANY,
as the Trustee
By: /S/ Wilmington Trust Company
----------------------------
Name:
---------------------------
Title:
---------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
NATIONS CREDIT MANUFACTURED HOUSING CORP.,
By: /S/ Nations Credit Manufactured Housing Corp.
---------------------------------------------
Name:
---------------------------
Title:
---------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
CONSENTING PARTY:
Chase Manhattan Bank and Trust Company, National Association
(formerly Chase Trust Company of California)
By: /S/ Chase Manhattan Bank and Trust Company, National Association
----------------------------------------------------------------
Its:
---------------------------
CONSENTING PARTY:
By:
---------------------------
Its:
---------------------------
CONSENTING PARTY:
By:
---------------------------
Its:
---------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
PACIFIC INDEMNITY,
as the holder of $73,298,727.81 (72.47%) of the Class A Certificates
By: /S/ Pacific Indemnity
---------------------
Name:
---------------------------
Title:
---------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
MUTUAL OF OMAHA INSURANCE COMPANY,
as the holder of 5.59% of the 1987-1 Class A Certificates
By: /S/ Mutual of Omaha Insurance Company
-------------------------------------
Name:
---------------------------
Title:
---------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
SALKELD & CO.,
as the holder of $4,478,000.24 (4.43%) of the 1987-1 Class A Certificates
By: /S/ Salkeld & Co.
-----------------
Name:
---------------------------
Title:
---------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
CUNA MUTUAL LIFE INSURANCE COMPANY,
as the holder of 4% of the 1987-1 Class A Certificates
By: CIMCO Inc.
By: /S/ Cuna Mutual Life Insurance Company
--------------------------------------
Name:
---------------------------
Title:
---------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
MODERN WOODMEN OF AMERICA,
as the holder of 3.46% of the 1987-1 Class A Certificates
By: /S/ Modern Woodmen of America
-----------------------------
Name:
---------------------------
Title:
---------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
HARE & CO.,
as the holder of 2,500,000 (2.47%) of the 1987-1 Class A Certificates
By: /S/ Hare & Co.
--------------
Name:
-------------------
Title:
-------------------
<PAGE>
Consented and agreed to as of
the date first written above:
By: MANUFACTURED HOUSING RESIDUAL INTEREST TRUST 1991-1,
as the holder of 100% of the 1987-1 Class B Certificates
By: WILMINGTON TRUST COMPANY,
as Trustee
By: /S/ Wilmington Trust Company
----------------------------
Name:
-----------------------
Title:
-----------------------
<PAGE>
Consented and agreed to as of
the date first written above:
J ROMEO & CO.,
as the holder of 20,817,054.05 units (20%) of the 1988-1 Class A Certificates
By: /S/ J. Romeo & Co.
-------------------
Name:
-------------------------
Title:
-------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
SALKELD & CO.
as the holder of $18,204,513.77 (17.49%) of the 1988-1 Class A Certificates
By: /S/ Salkeld & Co.
-----------------
Name:
-------------------------
Title:
-------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
SALKELD & CO.
as the holder of $18,204,513.77 (17.49%) of the 1988-1 Class A Certificates
By: /S/ Salkeld & Co.
-----------------
Name:
-------------------------
Title:
-------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
MUTUAL OF OMAHA INSURANCE COMPANY,
as the holder of 12.78% of the 1988-1 Class A Certificates
By: /S/ Mutual of Omaha Insurance Company
-------------------------------------
Name:
-------------------------
Title:
-------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
UNITED OF OMAHA LIFE INSURANCE CO.,
as the holder of 11.12% of the 1988-1 Class A Certificates
By: /S/ United of Omaha Life Insurance Co.
-------------------------------------
Name:
-------------------------
Title:
-------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
NORTH AMERICAN CO.,
as the holder of 9.12% of the Class A Certificates
By: /S/ North American Co.
----------------------
Name:
---------------------------
Title:
---------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
MODERN WOODMEN OF AMERICA,
as the holder of 2% of the 1988-1 Class A Certificates
By: /S/ Modern Woodmen of America
-----------------------------
Name:
---------------------------
Title:
---------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
By: MANUFACTURED HOUSING RESIDUAL INTEREST TRUST 1991-1,
as the holder of 100% of the 1988-1 Class B Certificates
By: WILMINGTON TRUST COMPANY,
as Trustee
By: /S/ Wilmington Trust Company
----------------------------
Name:
-----------------------
Title:
-----------------------
<PAGE>
Consented and agreed to as of
the date first written above:
By: MANUFACTURED HOUSING RESIDUAL INTEREST TRUST 1991-1,
as the holder of 100% of the 1988-R Class B Certificates
By: WILMINGTON TRUST COMPANY,
as Trustee
By: /S/ Wilmington Trust Company
----------------------------
Name:
-----------------------
Title:
-----------------------
<PAGE>
Consented and agreed to as of
the date first written above:
By: MANUFACTURED HOUSING RESIDUAL INTEREST TRUST 1991-1
as the holder of 100% of the 1988-U Class B Certificates
By: WILMINGTON TRUST COMPANY,
as Trustee
By: /S/ Wilmington Trust Company
----------------------------
Name:
-----------------------
Title:
-----------------------
<PAGE>
Consented and agreed to as of
the date first written above:
CHASE MANHATTAN BANK TRUST CO. OF CALIFORNIA
as the holder of $50,000,000 (54.95%) of the 1989 Class A Certificates
By: /S/ Chase Manhattan Bank Trust Co. of California
------------------------------------------------
Name:
--------------------------
Title:
--------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
BANKERS TRUST COMPANY,
as the holder of $13,000,000 (14.28%) of the 1989-A Class A Certificates
By: /S/ Bankers Trust Company
-------------------------
Name:
-----------------------------
Title:
-----------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
THE BANK OF NEW YORK,
as the holder of $5,000,000 (5.49%) of the 1989-A Class A Certificates
By: /S/ The Bank of New York
------------------------
Name:
-----------------------------
Title:
-----------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
CHASE MANHATTAN BANK,
as the holder of 4.95% of the 1989-A Class A Certificates
By: /S/ Chase Manhattan Bank
------------------------
Name:
-----------------------------
Title:
-----------------------------
<PAGE>
Consented and agreed to as of
the date first written above:
By: MANUFACTURED HOUSING RESIDUAL INTEREST TRUST 1991-1,
as the holder of 100% of the 1989-A Class B Certificates
By: WILMINGTON TRUST COMPANY,
as Trustee
By: /S/ Wilmington Trust Company
----------------------------
Name:
----------------------
Title:
----------------------
<PAGE>
Consented and agreed to as of
the date first written above:
By: MANUFACTURED HOUSING RESIDUAL INTEREST TRUST 1991-1,
as the holder of 100% of the 1989-A Class C Certificates
By: WILMINGTON TRUST COMPANY,
as Trustee
By: /S/ Wilmington Trust Company
----------------------------
Name:
----------------------
Title:
----------------------
<PAGE>
Consented and agreed to as of
the date first written above:
By: MANUFACTURED HOUSING RESIDUAL INTEREST TRUST 1991-1,
as the holder of 100% of the 1989-A Class D Certificates
By: WILMINGTON TRUST COMPANY,
as Trustee
By: /S/ Wilmington Trust Company
----------------------------
Name:
----------------------
Title:
----------------------
<PAGE>
SCHEDULE I
LIST OF CONSENTING PARTIES
<TABLE>
<CAPTION>
SHORT REGISTRANT TRUSTEE CERTIFICATEHOLDERS RATING AGENCIES SURETY BOND
NAME
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ABS-1 Merrill Lynch The First National Bank of Consent Not Moody's Investors MBIA Insurance
Mortgage Chicago Required Service, Inc. Corporation
Investors, Inc. ("Moody's") ("MBIA")
("Merrill Lynch")
Standard & Poor's
- --------------------------------------------------------------------------------------------------------------------------
ABS-2 Merrill Lynch The First National Bank of Consent Not Moody's MBIA
Chicago Required Standard & Poor's
- --------------------------------------------------------------------------------------------------------------------------
ABS-3 Merrill Lynch Sumitomo Bank of New York Consent Not Moody's MBIA
Trust Company Required Standard & Poor's
- --------------------------------------------------------------------------------------------------------------------------
ABS-4 Merrill Lynch The First National Bank of Consent Not Moody's MBIA
Chicago Required Standard & Poor's
- --------------------------------------------------------------------------------------------------------------------------
ABS-5 Merrill Lynch The First National Bank of Consent Not Moody's MBIA
Chicago Required Standard & Poor's
- --------------------------------------------------------------------------------------------------------------------------
ABS-6 Merrill Lynch The First National Bank of Consent Not Moody's MBIA
Chicago Required Standard & Poor's
- --------------------------------------------------------------------------------------------------------------------------
ABS-7 Merrill Lynch The First National Bank of Consent Not Moody's MBIA
Chicago Required Standard & Poor's
- --------------------------------------------------------------------------------------------------------------------------
ABS-8 Merrill Lynch The First National Bank of Consent Not Moody's MBIA
Chicago Required Standard & Poor's
- --------------------------------------------------------------------------------------------------------------------------
ABS-9 Merrill Lynch The First National Bank of Consent Not Standard & Poor's N/A
Chicago Required
- --------------------------------------------------------------------------------------------------------------------------
ABS-10 Merrill Lynch The First National Bank of Consent Not Standard & Poor's N/A
Chicago Required
- --------------------------------------------------------------------------------------------------------------------------
ABS-11 Merrill Lynch The First National Bank of Consent Not Standard & Poor's N/A
Chicago Required
- --------------------------------------------------------------------------------------------------------------------------
ABS-12 Security Pacific The First National Bank of Consent Not Standard & Poor's N/A
Acceptance Corp. Chicago Required
("SPAC")
- --------------------------------------------------------------------------------------------------------------------------
ABS-13 SPAC The First National Bank of Consent Not Standard & Poor's N/A
Chicago Required
- --------------------------------------------------------------------------------------------------------------------------
ABS-14 SPAC The First National Bank of Consent Not Standard & Poor's N/A
Chicago Required
- --------------------------------------------------------------------------------------------------------------------------
ABS-15 SPAC The First National Bank of Consent Not Standard & Poor's N/A
Chicago Required
- --------------------------------------------------------------------------------------------------------------------------
ABS-16 SPAC The First National Bank of Consent Not Standard & Poor's N/A
Chicago Required
- --------------------------------------------------------------------------------------------------------------------------
ABS-17 SPAC The First National Bank of Consent Not Moody's MBIA
Chicago Required Standard & Poor's
- --------------------------------------------------------------------------------------------------------------------------
ABS-18 Greenwich The First National Bank of Consent Not Fitch IBCA, Inc. N/A
Capital Chicago Required ("Fitch")
Acceptance, Inc. Moody's
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
Schedule I-1
<PAGE>
<TABLE>
<CAPTION>
SHORT REGISTRANT TRUSTEE CERTIFICATEHOLDERS RATING AGENCIES SURETY BOND
NAME
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ABS-19 Bank of America, The First National Bank of Consent Not Fitch N/A
NT&SA Chicago Required Moody's
Bank of America,
FSB
- --------------------------------------------------------------------------------------------------------------------------
ABS-20 Bank of America, The First National Bank of Consent Not Fitch N/A
FSB Chicago Required Moody's
- --------------------------------------------------------------------------------------------------------------------------
ABS-21 Bank of America, The First National Bank of Consent Not Fitch N/A
FSB Chicago Required Moody's
---------------------------------------------------------------------------------------------------------------
ABS-22 Bank of America, Consent Not Required Consent Not Fitch N/A
NT&SA Required Moody's
Bank of America,
FSB
- --------------------------------------------------------------------------------------------------------------------------
CENT- Merrill Lynch Consent Not Required Consent Not Consent Not Required N/A
1 Required
- --------------------------------------------------------------------------------------------------------------------------
CENT- Merrill Lynch The First National Bank of Consent Not Consent Not Required N/A
2 Chicago Required
- --------------------------------------------------------------------------------------------------------------------------
PRU-1 SPAC The First National Bank of Consent Not Moody's MBIA
Chicago Required Standard & Poor's
- --------------------------------------------------------------------------------------------------------------------------
PRU-2 SPAC The First National Bank of Consent Not Moody's MBIA
Chicago Required Standard & Poor's
- --------------------------------------------------------------------------------------------------------------------------
RTC Consent Not Bankers Trust Company of Consent Not Moody's N/A
MH-1 Required California, N.A. Required Standard & Poor's
- --------------------------------------------------------------------------------------------------------------------------
AVAC DLJ Mortgage U.S. Bank Trust National Consent Not Duff & Phelps Credit N/A
Capital, Inc. Association Required Rating Company
- --------------------------------------------------------------------------------------------------------------------------
HOFCA Consent Not Consent Not Required. Class R Consent Not Required N/A
Required Certificateholders
- --------------------------------------------------------------------------------------------------------------------------
WE- Consent Not Wilmington Trust Company Consent Not Consent Not Required MBIA
SAV Required Required
RES
- --------------------------------------------------------------------------------------------------------------------------
WE- Consent Not Consent Not Required 66 2/3% of each Consent Not Required N/A
SAV-1 Required class of
Certificateholders
- --------------------------------------------------------------------------------------------------------------------------
WE- Consent Not Consent Not Required 66 2/3% of each N/A
SAV-2 Required class of
Certificateholders
- --------------------------------------------------------------------------------------------------------------------------
WE- Consent Not Consent Not Required 66 2/3% of each Consent Not Required N/A
SAV-4 Required class of
Certificateholders
- --------------------------------------------------------------------------------------------------------------------------
WE- Consent Not Consent Not Required 66 2/3% of each Consent Not Required N/A
SAV-5 Required class of
Certificateholders
- --------------------------------------------------------------------------------------------------------------------------
WE- Consent Not Consent Not Required 66 2/3% of each Consent Not Required N/A
SAV-6 Required class of
Certificateholders
- --------------------------------------------------------------------------------------------------------------------------
US Nations Credit Consent Not Required Consent Not Consent Not Required N/A
WEST Required
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
Schedule I-2
<PAGE>
SCHEDULE II
POOLING AND SERVICING,
ADMINISTRATIVE AGENCY AND
SUBSERVICING AGREEMENTS
1. Pooling and Servicing Agreement relating to Manufactured Housing Contract
Pass-Through Certificates, Series 1988J, dated as of September 1, 1988
between Merrill Lynch Mortgage Investors, Inc., as Seller, Security
Pacific Housing Services, Inc., as Servicer and The First National Bank
of Chicago, as Trustee.
2. Pooling and Servicing Agreement relating to Manufactured Housing Contract
Pass-Through Certificates, Series 1988P, dated as of December 1, 1988
between Merrill Lynch Mortgage Investors, Inc., as Seller, Security
Pacific Housing Services, Inc., as Servicer and The First National Bank
of Chicago, as Trustee.
3. Pooling and Servicing Agreement relating to Manufactured Housing Contract
Pass-Through Certificates, Series 1989C, dated as of May 1, 1989 between
Merrill Lynch Mortgage Investors, Inc., as Seller, Security Pacific
Housing Services, Inc., as Servicer and Sumitomo Bank of New York
Company, as Trustee.
4. Pooling and Servicing Agreement relating to Manufactured Housing Contract
Pass-Through Certificates, Series 1989E, dated as of September 1, 1989
between Merrill Lynch Mortgage Investors, Inc., as Seller, Security
Pacific Housing Services, Inc., as Servicer and The First National Bank
of Chicago, as Trustee.
5. Pooling and Servicing Agreement relating to Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 1989G, dated as of
November 1, 1989 between Merrill Lynch Mortgage Investors, Inc., as
Seller, Security Pacific Housing Services, Inc., as Servicer and The
First National Bank of Chicago, as Trustee.
6. Pooling and Servicing Agreement relating to Manufactured Housing Contract
Pass-Through Certificates, Series 1990A, dated as of March 1, 1990
between Merrill Lynch Mortgage Investors, Inc., as Seller, Security
Pacific Housing Services, Inc., as Servicer and The First National Bank
of Chicago, as Trustee.
7. Pooling and Servicing Agreement relating to Manufactured Housing Contract
Pass-Through Certificates, Series 1990C, dated as of June 1, 1990 between
Merrill Lynch Mortgage Investors, Inc., as Seller, Security Pacific
Housing Services, Inc., as Servicer and The First National Bank of
Chicago, as Trustee.
8. Pooling and Servicing Agreement relating to Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 1990F, dated as of
September 1, 1990 between Merrill Lynch Mortgage Investors, Inc., as
Seller, Security Pacific Housing Services, Inc., as Servicer and The
First National Bank of Chicago, as Trustee.
9. Pooling and Servicing Agreement relating to Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 1990H, dated as of
December 1, 1990 between Merrill Lynch Mortgage Investors, Inc., as
Seller, Security Pacific Housing Services, Inc., as Servicer, Security
Pacific Acceptance Corp. and The First National Bank of Chicago, as
Trustee.
10. Pooling and Servicing Agreement relating to Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 1991A, dated as of
March 1, 1991 between Merrill Lynch Mortgage Investors, Inc., as Seller,
Security Pacific Housing Services, Inc., as Servicer, Security Pacific
Acceptance Corp. and The First National Bank of Chicago, as Trustee.
11. Pooling and Servicing Agreement relating to Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 1991C, dated as of
June 1, 1991 between Merrill Lynch Mortgage Investors, Inc., as Seller,
Security Pacific Housing Services, Inc., as Servicer, Security Pacific
Acceptance Corp. and The First National Bank of Chicago, as Trustee.
Schedule II-1
<PAGE>
12. Pooling and Servicing Agreement relating to Security Pacific Acceptance
Corp. Manufactured Housing Contract Senior/Subordinate Pass-Through
Certificates, Series 1991-2, dated as of September 1, 1991 between
Security Pacific Acceptance Corp., as Seller, Security Pacific Housing
Services, Inc., as Servicer and The First National Bank of Chicago, as
Trustee.
13. Pooling and Servicing Agreement relating to Security Pacific Acceptance
Corp. Manufactured Housing Contract Senior/Subordinate Pass-Through
Certificates, Series 1991-3, dated as of December 1, 1991 between
Security Pacific Acceptance Corp., as Seller, Security Pacific Housing
Services, Inc., as Servicer and The First National Bank of Chicago, as
Trustee.
14. Pooling and Servicing Agreement relating to Security Pacific Acceptance
Corp. Manufactured Housing Contract Senior/Subordinate Pass-Through
Certificates, Series 1992-1, dated as of March 1, 1992 between Security
Pacific Acceptance Corp., as Seller, Security Pacific Housing Services,
Inc., as Servicer and The First National Bank of Chicago, as Trustee.
15. Pooling and Servicing Agreement relating to Security Pacific Acceptance
Corp. Manufactured Housing Contract Senior/Subordinate Pass-Through
Certificates, Series 1992-2, dated as of June 1, 1992 between Security
Pacific Acceptance Corp., as Seller, Security Pacific Housing Services,
Inc., as Servicer and The First National Bank of Chicago, as Trustee.
16. Pooling and Servicing Agreement relating to Security Pacific Acceptance
Corp. Manufactured Housing Contract Senior/Subordinate Pass-Through
Certificates, Series 1992-3, dated as of October 1, 1992 between Security
Pacific Acceptance Corp., as Seller, Security Pacific Housing Services,
Inc., as Servicer and The First National Bank of Chicago, as Trustee.
17. Pooling and Servicing Agreement relating to Security Pacific Acceptance
Corp. Manufactured Housing Contract Senior/Subordinate Pass-Through
Certificates, Series 1995-1, dated as of May 1, 1995 between Security
Pacific Acceptance Corp., as Seller, Security Pacific Housing Services, a
Division of Bank of America, FSB, Contract Seller and Servicer, Security
Pacific Housing Services, Inc., as Contract Seller and The First National
Bank of Chicago, as Trustee.
18. Pooling and Servicing Agreement relating to Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 1995-BA1, dated as
of November 1, 1995 between Greenwich Capital Acceptance, Inc., as
Depositor, BankAmerica Housing Services, a Division of Bank of America,
FSB, as Servicer and The First National Bank of Chicago, as Trustee.
19. Pooling and Servicing Agreement relating to BankAmerica Manufactured
Housing Contract Trust Senior/Subordinate Pass-Through Certificates,
Series 1996-1, dated as of June 1, 1996 between Bank of America National
Trust and Savings Association, as Contractor Seller, BankAmerica Housing
Services, an unincorporated division of Bank of America, FSB, as Contract
Seller and Servicer and The First National Bank of Chicago, as Trustee.
20. Pooling and Servicing Agreement relating to BankAmerica Manufactured
Housing Contract Trust II Senior/Subordinate Pass-Through Certificates,
Series 1997-1, dated as of July 1, 1997 between BankAmerica Housing
Services, an unincorporated division of Bank of America, FSB, as Contract
Seller and Servicer and The First National Bank of Chicago, as Trustee.
21. Pooling and Servicing Agreement relating to BankAmerica Manufactured
Housing Contract Trust III Senior/Subordinate Pass-Through Certificates,
Series 1997-2, dated as of November 1, 1997 between Bank of America, FSB,
acting through its division, BankAmerica housing Services, as Contract
Seller and Servicer and The First National Bank of Chicago, as Trustee.
Schedule II-2
<PAGE>
22. Pooling and Servicing Agreement relating to BankAmerica Manufactured
Housing Contract Trust IV Senior/Subordinate Pass-Through Certificates,
Series 1998-1, dated as of March 1, 1998 between Bank of America National
Trust and Savings Association, as Contract Seller, Bank of America, FSB,
acting through its division, BankAmerica housing Services, as Contract
Seller and Servicer and The First National Bank of Chicago, as Trustee.
23. Pooling and Servicing Agreement relating to ML-Manufactured Housing
Contract Pass-Through Certificates, Series 1991-1, dated as of October 1,
1991 between Merrill Lynch Mortgage Capital, Inc., as Seller, Security
Pacific Housing Services, Inc., as Servicer and The First National Bank
of Chicago, as Trustee.
24. Pooling and Servicing Agreement relating to ML-Manufactured Housing
Contract Pass-Through Certificates, Series 1991-2, dated as of November
1, 1991 between Merrill Lynch Mortgage Capital, Inc., as Seller, Security
Pacific Housing Services, Inc., as Servicer and The First National Bank
of Chicago, as Trustee.
25. Pooling and Servicing Agreement relating to Security Pacific Acceptance
Corp. Manufactured Housing Contract Pass-Through Certificates, Series
1990-1, dated as of September 1, 1990 between Security Pacific Acceptance
Corp., as Seller, Security Pacific Housing Services, Inc., as Servicer
and The First National Bank of Chicago, as Trustee.
26. Pooling and Servicing Agreement relating to Security Pacific Acceptance
Corp. Manufactured Housing Contract Pass-Through Certificates, Series
1991-1, dated as of May 1, 1991 between Security Pacific Acceptance
Corp., as Seller, Security Pacific Housing Services, Inc., as Servicer
and The First National Bank of Chicago, as Trustee.
27. Pooling and Servicing Agreement relating to Manufactured Housing Contract
Pass-Through Certificates, Series 1992-MH1, dated as of January 1, 1992
between Resolution Trust Corporation, as receiver or conservator of each
of the Depository Institutions identified herein, as Seller, Security
Pacific Housing Services, Inc., as Servicer and Bankers Trust Company of
California, as Trustee.
28. Master Sale and Servicing Agreement, dated as of June 9, 1988 between.,
Security Pacific Housing Services, Inc., as Seller and Servicer and U.S.
West Financial Services, Inc., as Buyer.
29. Pooling and Servicing Agreement relating to Manufactured Home Loan Backed
Securities, Series 1992 MH-1, dated as of April 30, 1992 between DLJ
Mortgage Capital, Inc., as Depositor, Gruntal Financial Corporation, All
Valley Acceptance Company, as Contract Seller, Security Pacific Housing
Services, Inc., as Servicer and First Trust National Association, as
Trustee.
30. Pooling and Servicing Agreement relating to Manufactured Housing Contract
Pass-Through Certificates, 10.15% Pass-Through Rate, Series 1988-A, dated
as of November 1, 1988 between Home Owners Federal Savings and Loan
Association, as Seller, Home Owners Funding Corp. of America, as Servicer
and Bankers Trust Company, not in its individual capacity but solely as
Trustee.
31. Administrative Agency Agreement, dated as of August 22, 1991 between.,
Security Pacific Housing Services, Inc., as Issuer's Agent and
Manufactured Housing Residual Interest Trust, 1991-1, a business trust
established under the laws of the State of Delaware (the "Trust" or
"Issuer").
32. Pooling and Servicing Agreement relating to Manufactured Housing
Contracts Senior/Subordinate Pass-Through Certificates, 10.20%
Pass-Through Rate, Series 1987-1, dated as of December 1, 1987 between
Western Savings and Loan Association, as Originator of the Trust and
Servicer and Bankers Trust (Delaware), not in its individual capacity but
solely as Trustee.
33. Pooling and Servicing Agreement relating to Manufactured Housing
Contracts Senior/Subordinate Pass-Through Certificates, 9.40%
Pass-Through Rate, Series 1988-1, dated as of March 1, 1988 between
Western Savings and Loan Association, as Originator of the Trust and
Servicer and Bankers Trust (Delaware), not in its individual capacity but
solely as Trustee.
Schedule II-3
<PAGE>
34. Pooling and Servicing Agreement relating to Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, 9.85% Pass-Through Rate,
Series 1988R, dated as of September 1, 1988 between Merrill Lynch
Mortgage Investors, Inc., as Seller and Western Savings and Loan
Association, as Servicer.
35. Pooling and Servicing Agreement relating to Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, 10.00% Remittance Rate,
Series 1988U, dated as of December 1, 1988 between Merrill Lynch Mortgage
Investors, Inc., as Seller and Western Savings and Loan Association, as
Servicer.
36. Pooling and Servicing Agreement relating to Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, 10.25% Remittance Rate,
Series 1989A, dated as of March 1, 1989 between Merrill Lynch Mortgage
Investors, Inc., as Seller and Western Savings and Loan Association, as
Servicer.
Schedule II-4
<PAGE>
EXHIBIT A
FORM OF OPINION OF COUNSEL OF ASSIGNEE
September 30, 1998
[Schedule of Consenting Parties]
Bank of America, FSB
Reference is made to that certain Assignment and Assumption Agreement,
dated as of September 30, 1998, by and between Bank of America, FSB, acting
through its division, BankAmerica Housing Services as assignor ("Assignor")
and GreenPoint Credit Corp., a Delaware Corporation as assignee ("Assignee").
(1) The Assignee is duly organized as a corporation and is validly
existing and in good standing under the laws [ ].
(2) The Assignee has all requisite corporate power and authority to
own, lease and operate its properties, and to carry on its business as now
being conducted.
(3) The Assignee has the corporate power and authority to enter into
and perform its duties under the Agreement and the Pooling and Servicing
Agreement.
(4) The Agreement has been duly executed and delivered by the Assignee.
Each of the Agreement and the Pooling and Servicing Agreement has been duly
authorized by the Assignee and each constitutes the legal, valid and binding
obligation of the Assignee, enforceable against the Assignee in accordance
with its respective terms except that the enforceability thereof may be
subject to (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws now or hereafter in effect relating to
creditors' rights and (b) general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).
(5) Neither the execution and delivery of either the Agreement or the
assumption by the Assignee of the obligations of the Assignor under the
Pooling and Servicing Agreement nor the consummation of the transactions
contemplated by the Agreement or the Pooling and Servicing Agreement, or the
fulfillment of any of the terms contemplated in the Agreement or the Pooling
and Servicing Agreement, (a) will conflict with or result in any violation of
any term or provision of the Articles of Incorporation or By-Laws of the
Assignee, (b) will not conflict with, result in a breach, violation or
acceleration of any the terms of, or constitute a default under, any material
agreement or instrument to which the Assignee is a party or to which its
assets is subject, and (c) will not conflict with or result in any violation
of any term or provision of any order known to us of any court or
administrative agency entered in any proceeding to which the Assignee is a
party or by which it may be bound or to which it may be subject.
(6) No approval, authorization, consent, order, registration,
qualification, license or permit of, or designation, declaration or filing
with, any governmental authority or California, [Assignee's state of
incorporation] or Federal court is required on the part of the Assignee in
connection with the execution, delivery and performance by the Assignee of
either the
EXHIBIT A-1
<PAGE>
Agreement, or the Pooling and Servicing Agreement except for consents,
approvals, authorizations, registrations, and qualifications as have been
obtained and as such filings as have been made.
(7) There are no actions, proceedings or investigations pending or
threatened before any court, administrative agency or other tribunal to which
the Assignee is a party or is threatened to be made a party, (a) asserting
the invalidity of either the Agreement or the Pooling and Servicing
Agreement, (b) seeking to prevent the consummation of any of the transactions
contemplated by the Assignee, or (c) which might materially and adversely
affect the performance by the Assignee of its obligations under, or the
validity or enforceability of, either the Agreement or the Pooling and
Servicing Agreement.
(8) Neither the consummation by the Assignee of any of the
transactions contemplated by, or the fulfillment of the terms of either the
Agreement or the Pooling and Servicing Agreement, will result in any
violation by the Assignee, of any statute, law or regulation of the State of
California, [Assignee's state of incorporation] or of the Federal government.
EXHIBIT A-2
