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 reported)
April 26, 1996
AMRESCO Residential Securities Corporation
(on behalf of AMRESCO Residential Securities
Corporation Mortgage Loan Trust 1996-2)
(Exact name of registrant as specified in its charter)
New York 33-99346 Pending
(State or Other Jurisdiction) (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
c/o Bankers Trust Company of California, N.A.
3 Park Plaza, 16th Floor
Irvine, CA 92714
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (909) 605-7600
No Change
(Former name or former address, if changed since last report)
Total number of sequentially numbered pages __________
Exhibit index located on sequentially numbered page 4
NOTE:
The Form 8-K submitted by AMRESCO Residential Securities
Corporation Mortgage Loan Trust 1996-2 on May 9, 1996, is hereby amended to
rename exhibit 99.1 listed in the Exhibit Index.
Page 1
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1.1 Underwriting Agreement
4.1 Pooling and Servicing Agreement
99.1 Exhibits to Pooling and Servicing Agreement
Page 2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
AMRESCO RESIDENTIAL SECURITIES CORPORATION,
as Depositor
By: /s/ Ronald B. Kirkland
Name: Ronald B. Kirkland
Title: Chief Financial Officer and
Chief Accounting Officer
Dated: May 9, 1996
Page 3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
1.1* Underwriting Agreement ________
4.1* Pooling and Servicing Agreement ________
99.1** Exhibits to Pooling and Servicing Agreement ________
* Previously filed
** Previously filed - renamed
Page 4
<PAGE>
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A CLASS OF "REGULAR INTERESTS" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.
AMRESCO RESIDENTIAL SECURITIES CORPORATION
MORTGAGE LOAN TRUST 1996-2
MORTGAGE LOAN PASS-THROUGH CERTIFICATE
CLASS A-1
(7.425% Pass-Through Rate)*
*As to any Payment Date after the Clean-Up Call Date, 7.925%
Representing Certain Interests in the Group I Mortgage
Loans Originated or Purchased and Serviced by
LONG BEACH MORTGAGE COMPANY
(This certificate does not represent an interest in, or an
obligation of, nor are the underlying Mortgage Loans insured or
guaranteed by, AMRESCO Residential Securities Corporation,
AMRESCO Residential Mortgage Corporation or Long Beach Mortgage
Company. This Certificate represents a fractional ownership
interest in the Mortgage Loans and certain other property held by
the Trust.)
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Issuer ("AMRESCO Residential
Securities Corporation Mortgage Loan Trust 1996-2") or its agent
for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
No: A-1-1 CUSIP:03215PAG4
ISIN
COMMON CODE
$32,442,000 April 25, 1996 May 25, 2027
Original Certificate Date Final Scheduled
Principal Balance Payment Date
Cede & Co.
Registered Owner
Trustee Authentication
BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as Trustee
By:
Name:
Title:
The registered Owner named above is the registered
beneficial Owner of a fractional interest in (a) the Mortgage
Loans in Group I (other than any principal and interest payments
due thereon on or prior to the Cut-Off Date on any Mortgage Loan
that is current as of Cut-Off Date) listed in Schedule I to the
Pooling and Servicing Agreement which the Seller has caused to be
delivered to the Trustee (and all substitutions therefor as
provided by Section 3.03, 3.04, 3.05 and 3.06 of the Pooling and
Servicing Agreement), together with the related Mortgage Loan
documents and the Depositor's interest in any Property which
secured a Mortgage Loan but which has been acquired by
foreclosure or deed in lieu of foreclosure, and all payments
thereon and proceeds of the conversion, voluntary or involuntary,
of the foregoing; (b) such amounts as may be held by the Trustee
in the Certificate Account, the Pre-Funding Account and the
Capitalized Interest Account together with investment earnings on
such amounts and such amounts as may be held in the name of the
Trustee in the Principal and Interest Account, if any, exclusive
of investment earnings thereon (except as otherwise provided in
the Pooling and Servicing Agreement), whether in the form of
cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); (c) the Certificate
Insurance Policy issued under the Insurance Agreement;
(d) proceeds of all the foregoing (including, but not by way of
limitation, all proceeds of any mortgage insurance, hazard
insurance and title insurance policy relating to the Mortgage
Loans, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts,
rights to payment of any and every kind, and other forms of
obligations and receivables which at any time constitute all or
part of or are included in the proceeds of any of the foregoing);
and (e) certain of the Seller's rights under the Transfer
Agreements that are being assigned to the Trust in the Pooling
and Servicing Agreement to pay the Certificates as specified in
the Pooling and Servicing Agreement.
The Owner hereof is entitled to principal payments on each
Payment Date, as hereinafter described, which will fully amortize
such original Certificate Principal Balance over the period from
the date of initial issuance of the Certificates to the final
Payment Date for the Class A-1 Certificates. Therefore, the
actual Outstanding principal amount of this Certificate may, on
any date subsequent to May 28, 1996 (the first Payment Date) be
less than the original Certificate Principal Balance set forth
above.
The Owner hereof is required to send this Certificate to the
Trustee prior to receiving the final distribution hereon. The
Pooling and Servicing Agreement (as defined below) provides that,
in any event, upon the making of the final distribution due on
this Certificate, this Certificate shall be deemed cancelled for
all purposes under the Pooling and Servicing Agreement.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE GOVERNMENT NATIONAL MORTGAGE ASSOCIATION OR ANY
OTHER GOVERNMENTAL AGENCY.
THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN
INSTALLMENTS. THEREFORE, THE ACTUAL OUTSTANDING PRINCIPAL AMOUNT
OF THIS CERTIFICATE MAY ON ANY DATE SUBSEQUENT TO MAY 28, 1996
(THE FIRST PAYMENT DATE) BE LESS THAN ITS ORIGINAL CERTIFICATE
PRINCIPAL BALANCE.
THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO
DEBT OF ANY PERSON IS REPRESENTED HEREBY.
This Certificate is one of a Class of duly-authorized
Certificates designated as AMRESCO Residential Securities
Corporation Mortgage Loan Trust 1996-2, Mortgage Loan Pass-
Through Certificates, Class A-1 (the "Class A-1 Certificates")
and issued under and subject to the terms, provisions and
conditions of that certain Pooling and Servicing Agreement dated
as of April 1, 1996 (the "Pooling and Servicing Agreement") by
and among AMRESCO Residential Mortgage Corporation, in its
capacity as the Seller (the "Seller"), AMRESCO Residential
Securities Corporation, in its capacity as Depositor (the
"Depositor"), Long Beach Mortgage Company, as a Servicer, Option
One Mortgage Corporation as a Servicer (collectively, the
"Servicers") and Bankers Trust Company of California, N.A., a
national banking association, in its capacity as the Trustee (the
"Trustee"), to which Pooling and Servicing Agreement the Owner of
this Certificate by virtue of acceptance hereof assents and by
which such Owner is bound. Also issued under the Pooling and
Servicing Agreement are Certificates designated as AMRESCO
Residential Securities Corporation Mortgage Loan Trust 1996-2
Mortgage Loan Pass-Through Certificates, Class A-2 (the "Class A-
2 Certificates"), Class B-IO (the "Class B-IO Certificates") and
Class R (Residual Interest) (the "Class R Certificates"). The
Class A-1 Certificates and the Class A-2 Certificates shall be
together referred to as the "Class A Certificates" and the Class
A Certificates, the Class B-IO Certificates and the Class R
Certificates are together referred to herein as the
"Certificates." The Class A-1 Certificates are known as the
"Fixed Rate Certificates." Terms capitalized herein and not
otherwise defined herein shall have the respective meanings set
forth in the Pooling and Servicing Agreement.
On the 25th day of each month, or, if such day is not a
Business Day, then the next succeeding Business Day (each such
day being a "Payment Date") commencing May 28, 1996, the Owners
of the Class A-1 Certificates as of the close of business on the
last day of the calendar month immediately preceding the calendar
month in which a Payment Date occurs (the "Record Date") will be
entitled to receive the Class A-1 Distribution Amount relating to
such Certificate on such Payment Date. Distributions will be
made in immediately available funds to Owners of Certificates
having an aggregate original Class A-1 Certificate Principal
Balance of at least $1,000,000 (by wire transfer or otherwise) to
the account of an Owner at a domestic bank or other entity having
appropriate facilities therefor, if such Owner has so notified
the Trustee, or by check mailed to the address of the person
entitled thereto as it appears on the Register.
Each Owner of record of a Class A-1 Certificate will be
entitled to receive such Owner's Percentage Interest in the
amounts due on such Payment Date to the Owners of the Class A-1
Certificates. The Percentage Interest of each Class A-1
Certificate as of any date of determination will be equal to the
percentage obtained by dividing the original Certificate
Principal Balance of such Class A-1 Certificate on the Startup
Day by the aggregate Class A-1 Certificate Principal Balance on
the Startup Day.
The Certificate Insurer is required, subject to the terms of
the Certificate Insurance Policy to make Insured Payments
available to the Trustee on or prior to the related Payment Date
for distribution to the Owners. "Insured Payment" means with
respect to either Mortgage Loan Group and as to any Payment Date
(i) the excess, if any, of (a) the sum of the related Current
Interest and the then existing related Subordination Deficit, if
any, over (b) the Total Available Funds to be actually
distributed on such Payment Date on the Fixed Rate Certificates
or the Class A-2 Certificates, as the case may be pursuant to
Section 7.03(c)(iv) of the Pooling and Servicing Agreement
without regard to any related Insured Payment to be made with
respect to such Payment Date), plus (ii) an amount equal to the
Preference Amount with respect to the related Class of Class A
Certificates.
Upon receipt of amounts under the Certificate Insurance
Policy on behalf of the Owners of the Class A Certificates, the
Trustee shall distribute in accordance with the Pooling and
Servicing Agreement such amounts (directly or through a Paying
Agent) to the Owners of the appropriate Class of the Class A
Certificates.
The Trustee or any duly-appointed Paying Agent will duly and
punctually pay distributions with respect to this Certificate in
accordance with the terms hereof and the Pooling and Servicing
Agreement. Amounts properly withheld under the Code by any
Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of
the Pooling and Servicing Agreement.
The Mortgage Loans will be serviced by the Servicer pursuant
to the Pooling and Servicing Agreement. The Pooling and
Servicing Agreement permits the Servicer to enter into
Subservicing Agreements with certain institutions eligible for
appointment as Subservicers for the servicing and administration
of certain Mortgage Loans. No appointment of any Subservicer
shall release the Servicer from any of its obligations under the
Pooling and Servicing Agreement.
This Certificate does not represent a deposit or other
obligation of, or an interest in, nor are the underlying Mortgage
Loans insured or guaranteed by, AMRESCO Residential Securities
Corporation, AMRESCO Residential Mortgage Corporation or Long
Beach Mortgage Company or any of their affiliates. This
Certificate is limited in right of payment to certain collections
and recoveries relating to the Mortgage Loans and amounts on
deposit in the Certificate Account and the Principal and Interest
Account (except as otherwise provided in the Pooling and
Servicing Agreement) and payments received by the Trustee
pursuant to the Certificate Insurance Policy, all as more
specifically set forth hereinabove and in the Pooling and
Servicing Agreement.
No Owner shall have any right to institute any proceeding,
judicial or otherwise, with respect to the Pooling and Servicing
Agreement, or for the appointment of a receiver or trustee, or
for any other remedy under the Pooling and Servicing Agreement
except in compliance with the terms thereof.
Notwithstanding any other provisions in the Pooling and
Servicing Agreement, the Owner of any Certificate shall have the
right which is absolute and unconditional to receive
distributions to the extent provided in the Pooling and Servicing
Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right
shall not be impaired without the consent of such Owner. The
Owner of this Certificate, by its acceptance hereof, agrees,
however, that to the extent the Certificate Insurer makes Insured
Payments, either directly or indirectly (as by paying through the
Trustee or Paying Agent), to the owners of such Class A-1
Certificates, the Certificate Insurer will be subrogated to the
rights of such Owners of Class A-1 Certificates with respect to
such Insured Payment, shall be deemed to the extent of the
payments so made to be a registered Owner of such Class A-1
Certificates and shall receive all future distributions of the
Class A-1 Distribution Amount until all such Insured Payments by
the Certificate Insurer have been fully reimbursed.
The Pooling and Servicing Agreement provides that the
obligations created thereby will terminate upon the earlier of
the payment to the Owners of all Certificates from amounts other
than those available under the Certificate Insurance Policy of
all amounts held by the Trustee and required to be paid to such
Owners pursuant to the Pooling and Servicing Agreement upon the
later to occur of (a) the final payment or other liquidation (or
any advance made with respect thereto) of the last Mortgage Loan
in the Trust Estate, (b) the disposition of all property acquired
in respect of any Mortgage Loan remaining in the Trust Estate and
(c) at any time when a Qualified Liquidation of both Mortgage
Loan Groups included within the REMIC Estate is effected as
described below. To effect a termination of the Pooling and
Servicing Agreement pursuant to clause (c) above, the Owners of
all Certificates then Outstanding shall (i) unanimously direct
the Trustee on behalf of the REMIC to adopt a plan of complete
liquidation for each of the Mortgage Loan Groups, as contemplated
by Section 860F(a)(4) of the Code and (ii) provide to the Trustee
an opinion of counsel experienced in federal income tax matters
acceptable to the Certificate Insurer and the Trustee to the
effect that each such liquidation constitutes a Qualified
Liquidation, and the Trustee shall either sell the Mortgage Loans
and distribute the proceeds of the liquidation of the Trust, or
shall distribute equitably in kind all of the assets of the Trust
Estate to the remaining Owners of the Certificates, each in
accordance with such plan, so that the liquidation or
distribution of the Trust Estate, the distribution of any
proceeds of the liquidation and the termination of the Pooling
and Servicing Agreement occur no later than the close of the 90th
day after the date of adoption of the plan of liquidation and
such liquidation qualifies as a Qualified Liquidation.
The Pooling and Servicing Agreement additionally provides
that (i) the Owners of the Class R Certificates may, at their
option, purchase from the Trust all remaining Mortgage Loans and
other property then constituting the Trust Estate, and thereby
effect early retirement of the Certificates, on any Monthly
Remittance Date, (ii) the Servicers may, at their option,
purchase from the Trust all remaining Mortgage Loans serviced by
the related Servicer and any other related property remaining in
the Trust Estate and thereby effect early retirement of the
Certificates on any Monthly Remittance Date on or after the
Servicer Clean-Up Call Date and (iii) under certain circumstances
relating to the qualification of the REMIC as a REMIC under the
Code the Mortgage Loans may be sold, thereby effecting the early
retirement of the Certificates.
The Trustee shall give written notice of termination of the
Pooling and Servicing Agreement to each Owner in the manner set
forth therein.
The Certificate Insurer or the Owners of the majority of the
Percentage Interests represented by the Class A Certificates with
the prior written consent of the Certificate Insurer have the
right to exercise any trust or power set forth in Section 6.11 of
the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth and referred to
on the face hereof, the transfer of this Certificate is
registrable in the Register upon surrender of this Certificate
for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the
Registrar duly executed by, the Owner hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates
of the like Class, tenor and a like Percentage Interest will be
issued to the designated transferee or transferees.
The Pooling and Servicing Agreement permits, with certain
exceptions as therein provided, the amendment thereof and the
modifications of rights and obligations of the parties provided
therein by the Trustee, the Seller and the Servicer at any time
and from time to time, with the prior written approval of the
Certificate Insurer and not less than a majority of the
Percentage Interest represented by each affected Class of
Certificates then Outstanding, and in certain other circumstances
provided for in the Pooling and Servicing Agreement may be
amended without the consent of the Owners. Any such consent by
the Owner at the time of the giving thereof, of this Certificate
shall be conclusive and binding upon such Owner and upon all
future Owners of the Certificate and of any Certificate issued
upon the registration of Transfer hereof or in exchange hereof or
in lieu hereof whether or not notation of such consent or waiver
is made upon this Certificate.
The Trustee is required to furnish certain information on
each Payment Date to the Owner of this Certificate, as more fully
described in the Pooling and Servicing Agreement.
The Class A-1 Certificates are issuable only as registered
Certificates in minimum denominations of $1,000 original
Certificate Principal Balance. As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein
set forth, Class A-1 Certificates are exchangeable for new Class
A-1 Certificates of authorized denominations evidencing the same
aggregate principal amount.
No service charge will be made for any such registration of
transfer or exchange, but the Registrar or Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and any agent of the Trustee may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee or any such
agent shall be affected by notice to the contrary, except as may
otherwise be specifically provided in the Pooling and Servicing
Agreement with respect to the Certificate Insurer.
IN WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed on behalf of the Trust.
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., as Trustee
By:
Name:
Title:
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE REPRESENTS A CLASS OF "REGULAR INTERESTS" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.
AMRESCO RESIDENTIAL SECURITIES CORPORATION
MORTGAGE LOAN TRUST 1996-2
MORTGAGE LOAN PASS-THROUGH CERTIFICATE
CLASS A-2
(Adjustable Pass-Through Rate)
Representing Certain Interests in the Group II Mortgage
Loans Originated or Purchased and Serviced by
OPTION ONE MORTGAGE CORPORATION
(This certificate does not represent an interest in, or
an obligation of, nor are the underlying Mortgage Loans insured
or guaranteed by, AMRESCO Residential Securities Corporation,
AMRESCO Residential Mortgage Corporation or Option One Mortgage
Corporation. This Certificate represents a fractional ownership
interest in the Mortgage Loans and certain other property held by
the Trust.)
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Issuer ("AMRESCO Residential
Securities Corporation Mortgage Loan Trust 1996-2") or its agent
for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
No: A-2-1 CUSIP: 03215PAH2
ISIN: 03215PAH29
Common Code: 6591752
$200,000,000 July 25, 2027
Denomination April 25, 1996 Final Scheduled
Date Payment Date
$225,000,000
Original Class A-2
Certificate Principal Balance Cede & Co.
Registered Owner
Trustee Authentication
BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as Trustee
By:
Name:
Title:
The registered Owner named above is the registered
beneficial Owner of a fractional interest in (a) the Mortgage
Loans in Group II (other than any principal and interest payments
due thereon on or prior to the Cut-Off Date on any Mortgage Loan
that is current as of Cut-Off Date) listed in Schedule I to the
Pooling and Servicing Agreement which the Seller has caused to be
delivered to the Trustee (and all substitutions therefor as
provided by Section 3.03, 3.04, 3.05 and 3.06 of the Pooling and
Servicing Agreement), together with the related Mortgage Loan
documents and the Depositor's interest in any Property which
secured a Mortgage Loan but which has been acquired by
foreclosure or deed in lieu of foreclosure, and all payments
thereon and proceeds of the conversion, voluntary or involuntary,
of the foregoing; (b) such amounts as may be held by the Trustee
in the Certificate Account, the Pre-Funding Account and the
Capitalized Interest Account together with investment earnings on
such amounts and such amounts as may be held in the name of the
Trustee in the Principal and Interest Account, if any, exclusive
of investment earnings thereon (except as otherwise provided in
the Pooling and Servicing Agreement), whether in the form of
cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); (c) the Certificate
Insurance Policy issued under the Insurance Agreement;
(d) proceeds of all the foregoing (including, but not by way of
limitation, all proceeds of any mortgage insurance, hazard
insurance and title insurance policy relating to the Mortgage
Loans, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts,
rights to payment of any and every kind, and other forms of
obligations and receivables which at any time constitute all or
part of or are included in the proceeds of any of the foregoing);
and (e) certain of the Seller's rights under the Transfer
Agreements that are being assigned to the Trust in the Pooling
and Servicing Agreement to pay the Certificates as specified in
the Pooling and Servicing Agreement.
The Owner hereof is entitled to principal payments on
each Payment Date, as hereinafter described, which will fully
amortize such original Certificate Principal Balance over the
period from the date of initial issuance of the Certificates to
the final Payment Date for the Class A-2 Certificates.
Therefore, the actual Outstanding principal amount of this
Certificate may, on any date subsequent to May 28, 1996 (the
first Payment Date) be less than the original Certificate
Principal Balance set forth above.
The Owner hereof is required to send this Certificate
to the Trustee prior to receiving the final distribution hereon.
The Pooling and Servicing Agreement (as defined below) provides
that, in any event, upon the making of the final distribution due
on this Certificate, this Certificate shall be deemed cancelled
for all purposes under the Pooling and Servicing Agreement.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE GOVERNMENT NATIONAL MORTGAGE ASSOCIATION OR ANY
OTHER GOVERNMENTAL AGENCY.
THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN
INSTALLMENTS. THEREFORE, THE ACTUAL OUTSTANDING PRINCIPAL AMOUNT
OF THIS CERTIFICATE MAY ON ANY DATE SUBSEQUENT TO MAY 28, 1996
(THE FIRST PAYMENT DATE) BE LESS THAN ITS ORIGINAL CERTIFICATE
PRINCIPAL BALANCE.
THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY
AND, NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST,
NO DEBT OF ANY PERSON IS REPRESENTED HEREBY.
This Certificate is one of a Class of duly-authorized
Certificates designated as AMRESCO Residential Securities
Corporation Mortgage Loan Trust 1996-2, Mortgage Loan Pass-
Through Certificates, Class A-2 (the "Class A-2 Certificates")
and issued under and subject to the terms, provisions and
conditions of that certain Pooling and Servicing Agreement dated
as of April 1, 1996 (the "Pooling and Servicing Agreement") by
and among AMRESCO Residential Mortgage Corporation, in its
capacity as the Seller (the "Seller"), AMRESCO Residential
Securities Corporation, in its capacity as Depositor, (the
"Depositor"), Long Beach Mortgage Company, as a Servicer, Option
One Mortgage Corporation as a Servicer (collectively, the
"Servicers") and Bankers Trust Company of California, N.A., a
national banking association, in its capacity as the Trustee (the
"Trustee"), to which Pooling and Servicing Agreement the Owner of
this Certificate by virtue of acceptance hereof assents and by
which such Owner is bound. Also issued under the Pooling and
Servicing Agreement are Certificates designated as AMRESCO
Residential Securities Corporation Mortgage Loan Trust 1996-2
Mortgage Loan Pass-Through Certificates, Class A-1 (the
"Class A-1 Certificates"), Class B-IO (the "Class B-IO
Certificates") and Class R (Residual Interest) (the "Class R
Certificates"). The Class A-1 Certificates and the Class A-2
Certificates shall be together referred to as the "Class A
Certificates" and the Class A Certificates, the Class B-IO
Certificates and the Class R Certificates are together referred
to herein as the "Certificates." The Class A-1 Certificates are
known as the "Fixed Rate Certificates." Terms capitalized herein
and not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing Agreement.
On the 25th day of each month, or, if such day is not a
Business Day, then the next succeeding Business Day (each such
day being a "Payment Date") commencing May 28, 1996, the Owners
of the Class A-2 Certificates as of the close of business on the
day immediately preceding such Payment Date (the "Record Date")
will be entitled to receive the Class A-2 Distribution Amount
relating to such Certificate on such Payment Date. Distributions
will be made in immediately available funds to Owners of
Certificates having an aggregate original Class A-2 Certificate
Principal Balance of at least $1,000,000 (by wire transfer or
otherwise) to the account of an Owner at a domestic bank or other
entity having appropriate facilities therefor, if such Owner has
so notified the Trustee, or by check mailed to the address of the
person entitled thereto as it appears on the Register.
Each Owner of record of a Class A-2 Certificate will be
entitled to receive such Owner's Percentage Interest in the
amounts due on such Payment Date to the Owners of the Class A-2
Certificates. The Percentage Interest of each Class A-2
Certificate as of any date of determination will be equal to the
percentage obtained by dividing the original Certificate
Principal Balance of such Class A-2 Certificate on the Startup
Day by the aggregate Class A-2 Certificate Principal Balance on
the Startup Day.
The Certificate Insurer is required, subject to
the terms of the Certificate Insurance Policy to make Insured
Payments available to the Trustee on or prior to the related
Payment Date for distribution to the Owners. "Insured Payment"
means with respect to either Mortgage Loan Group and as to any
Payment Date (i) the excess, if any, of (a) the sum of the
related Current Interest and the then existing related
Subordination Deficit, if any, over (b) the Total Available Funds
to be actually distributed on such Payment Date on the Fixed Rate
Certificates or the Class A-2 Certificates, as the case may be
pursuant to Section 7.03(c)(iv) of the Pooling and Servicing
Agreement without regard to any related Insured Payment to be
made with respect to such Payment Date), plus (ii) an amount
equal to the Preference Amount with respect to the related Class
of Class A Certificates.
Upon receipt of amounts under the Certificate Insurance
Policy on behalf of the Owners of the Class A-2 Certificates, the
Trustee shall distribute in accordance with the Pooling and
Servicing Agreement such amounts (directly or through a Paying
Agent) to the Owners of the Class A-2 Certificates.
The Trustee or any duly-appointed Paying Agent will
duly and punctually pay distributions with respect to this
Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the
Code by any Person from a distribution to any Owner shall be
considered as having been paid by the Trustee to such Owner for
all purposes of the Pooling and Servicing Agreement.
The Mortgage Loans will be serviced by the Servicer
pursuant to the Pooling and Servicing Agreement. The Pooling and
Servicing Agreement permits the Servicer to enter into
Subservicing Agreements with certain institutions eligible for
appointment as Subservicers for the servicing and administration
of certain Mortgage Loans. No appointment of any Subservicer
shall release the Servicer from any of its obligations under the
Pooling and Servicing Agreement.
This Certificate does not represent a deposit or other
obligation of, or an interest in, nor are the underlying Mortgage
Loans insured or guaranteed by, AMRESCO Residential Securities
Corporation, AMRESCO Residential Mortgage Corporation or Option
One Mortgage Corporation or any of their affiliates. This
Certificate is limited in right of payment to certain collections
and recoveries relating to the Mortgage Loans and amounts on
deposit in the Certificate Account and the Principal and Interest
Account (except as otherwise provided in the Pooling and
Servicing Agreement) and payments received by the Trustee
pursuant to the Certificate Insurance Policy, all as more
specifically set forth hereinabove and in the Pooling and
Servicing Agreement.
No Owner shall have any right to institute any
proceeding, judicial or otherwise, with respect to the Pooling
and Servicing Agreement, or for the appointment of a receiver or
trustee, or for any other remedy under the Pooling and Servicing
Agreement except in compliance with the terms thereof.
Notwithstanding any other provisions in the Pooling and
Servicing Agreement, the Owner of any Certificate shall have the
right which is absolute and unconditional to receive
distributions to the extent provided in the Pooling and Servicing
Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right
shall not be impaired without the consent of such Owner. The
Owner of this Certificate, by its acceptance hereof, agrees,
however, that to the extent the Certificate Insurer makes Insured
Payments, either directly or indirectly (as by paying through the
Trustee or Paying Agent), to the owners of such Class A-2
Certificates, the Certificate Insurer will be subrogated to the
rights of such Owners of Class A-2 Certificates with respect to
such Insured Payment, shall be deemed to the extent of the
payments so made to be a registered Owner of such Class A-2
Certificates and shall receive all future distributions of the
Class A-2 Distribution Amount until all such Insured Payments by
the Certificate Insurer have been fully reimbursed.
The Pooling and Servicing Agreement provides that the
obligations created thereby will terminate upon the earlier of
the payment to the Owners of all Certificates from amounts other
than those available under the Certificate Insurance Policy of
all amounts held by the Trustee and required to be paid to such
Owners pursuant to the Pooling and Servicing Agreement upon the
later to occur of (a) the final payment or other liquidation (or
any advance made with respect thereto) of the last Mortgage Loan
in the Trust Estate, (b) the disposition of all property acquired
in respect of any Mortgage Loan remaining in the Trust Estate and
(c) at any time when a Qualified Liquidation of both Mortgage
Loan Groups included within the REMIC Estate is effected as
described below. To effect a termination of the Pooling and
Servicing Agreement pursuant to clause (c) above, the Owners of
all Certificates then Outstanding shall (i) unanimously direct
the Trustee on behalf of the REMIC to adopt a plan of complete
liquidation for each of the Mortgage Loan Groups, as contemplated
by Section 860F(a)(4) of the Code and (ii) provide to the Trustee
an opinion of counsel experienced in federal income tax matters
acceptable to the Certificate Insurer and the Trustee to the
effect that each such liquidation constitutes a Qualified
Liquidation, and the Trustee shall either sell the Mortgage Loans
and distribute the proceeds of the liquidation of the Trust, or
shall distribute equitably in kind all of the assets of the Trust
Estate to the remaining Owners of the Certificates, each in
accordance with such plan, so that the liquidation or
distribution of the Trust Estate, the distribution of any
proceeds of the liquidation and the termination of the Pooling
and Servicing Agreement occur no later than the close of the 90th
day after the date of adoption of the plan of liquidation and
such liquidation qualifies as a Qualified Liquidation.
The Pooling and Servicing Agreement additionally
provides that (i) the Owners of the Class R Certificates may, at
their option, purchase from the Trust all remaining Mortgage
Loans and other property then constituting the Trust Estate, and
thereby effect early retirement of the Certificates, on any
Monthly Remittance Date, (ii) the Servicers may, at their option,
purchase from the Trust all remaining Mortgage Loans serviced by
the related Servicer and any other related property remaining in
the Trust Estate and thereby effect early retirement of the
Certificates on any Monthly Remittance Date on or after the
Servicer Clean-Up Call Date and (iii) under certain circumstances
relating to the qualification of the REMIC as a REMIC under the
Code the Mortgage Loans may be sold, thereby effecting the early
retirement of the Certificates.
The Trustee shall give written notice of termination of
the Pooling and Servicing Agreement to each Owner in the manner
set forth therein.
The Certificate Insurer or the Owners of the majority
of the Percentage Interests represented by the Class A
Certificates with the prior written consent of the Certificate
Insurer have the right to exercise any trust or power set forth
in Section 6.11 of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth and referred to
on the face hereof, the transfer of this Certificate is
registrable in the Register upon surrender of this Certificate
for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the
Registrar duly executed by, the Owner hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates
of the like Class, tenor and a like Percentage Interest will be
issued to the designated transferee or transferees.
The Pooling and Servicing Agreement permits, with
certain exceptions as therein provided, the amendment thereof and
the modifications of rights and obligations of the parties
provided therein by the Trustee, the Seller and the Servicer at
any time and from time to time, with the prior written approval
of the Certificate Insurer and not less than a majority of the
Percentage Interest represented by each affected Class of
Certificates then Outstanding, and in certain other circumstances
provided for in the Pooling and Servicing Agreement may be
amended without the consent of the Owners. Any such consent by
the Owner at the time of the giving thereof, of this Certificate
shall be conclusive and binding upon such Owner and upon all
future Owners of the Certificate and of any Certificate issued
upon the registration of Transfer hereof or in exchange hereof or
in lieu hereof whether or not notation of such consent or waiver
is made upon this Certificate.
The Trustee is required to furnish certain information
on each Payment Date to the Owner of this Certificate, as more
fully described in the Pooling and Servicing Agreement.
The Class A-2 Certificates are issuable only as
registered Certificates in minimum denominations of $1000
original Certificate Principal Balance. As provided in the
Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Class A-2 Certificates are
exchangeable for new Class A-2 Certificates of authorized
denominations evidencing the same aggregate principal amount.
No service charge will be made for any such
registration of transfer or exchange, but the Registrar or
Trustee may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.
The Trustee and any agent of the Trustee may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee or any such
agent shall be affected by notice to the contrary, except as may
otherwise be specifically provided in the Pooling and Servicing
Agreement with respect to the Certificate Insurer.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed on behalf of the Trust.
BANKERS TRUST
COMPANY OF CALIFORNIA, N.A.
as Trustee
By:
Name:
Title:
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE REPRESENTS A CLASS OF "REGULAR INTERESTS" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.
AMRESCO RESIDENTIAL SECURITIES CORPORATION
MORTGAGE LOAN TRUST 1996-2
MORTGAGE LOAN PASS-THROUGH CERTIFICATE
CLASS A-2
(Adjustable Pass-Through Rate)
Representing Certain Interests in the Group II Mortgage
Loans Originated or Purchased and Serviced by
OPTION ONE MORTGAGE CORPORATION
(This certificate does not represent an interest in, or
an obligation of, nor are the underlying Mortgage Loans insured
or guaranteed by, AMRESCO Residential Securities Corporation,
AMRESCO Residential Mortgage Corporation or Option One Mortgage
Corporation. This Certificate represents a fractional ownership
interest in the Mortgage Loans and certain other property held by
the Trust.)
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Issuer ("AMRESCO Residential
Securities Corporation Mortgage Loan Trust 1996-2") or its agent
for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
No: A-2-2 CUSIP: 03215PAH2
ISIN: 03215PAH29
Common Code: 6591752
$25,000,000 July 25, 2027
Denomination April 25, 1996 Final Scheduled
Date Payment Date
$225,000,000
Original Class A-2
Certificate Principal Balance Cede & Co.
Registered Owner
Trustee Authentication
BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as Trustee
By:
Name:
Title:
The registered Owner named above is the registered
beneficial Owner of a fractional interest in (a) the Mortgage
Loans in Group II (other than any principal and interest payments
due thereon on or prior to the Cut-Off Date on any Mortgage Loan
that is current as of Cut-Off Date) listed in Schedule I to the
Pooling and Servicing Agreement which the Seller has caused to be
delivered to the Trustee (and all substitutions therefor as
provided by Section 3.03, 3.04, 3.05 and 3.06 of the Pooling and
Servicing Agreement), together with the related Mortgage Loan
documents and the Depositor's interest in any Property which
secured a Mortgage Loan but which has been acquired by
foreclosure or deed in lieu of foreclosure, and all payments
thereon and proceeds of the conversion, voluntary or involuntary,
of the foregoing; (b) such amounts as may be held by the Trustee
in the Certificate Account, the Pre-Funding Account and the
Capitalized Interest Account together with investment earnings on
such amounts and such amounts as may be held in the name of the
Trustee in the Principal and Interest Account, if any, exclusive
of investment earnings thereon (except as otherwise provided in
the Pooling and Servicing Agreement), whether in the form of
cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); (c) the Certificate
Insurance Policy issued under the Insurance Agreement;
(d) proceeds of all the foregoing (including, but not by way of
limitation, all proceeds of any mortgage insurance, hazard
insurance and title insurance policy relating to the Mortgage
Loans, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts,
rights to payment of any and every kind, and other forms of
obligations and receivables which at any time constitute all or
part of or are included in the proceeds of any of the foregoing);
and (e) certain of the Seller's rights under the Transfer
Agreements that are being assigned to the Trust in the Pooling
and Servicing Agreement to pay the Certificates as specified in
the Pooling and Servicing Agreement.
The Owner hereof is entitled to principal payments on
each Payment Date, as hereinafter described, which will fully
amortize such original Certificate Principal Balance over the
period from the date of initial issuance of the Certificates to
the final Payment Date for the Class A-2 Certificates.
Therefore, the actual Outstanding principal amount of this
Certificate may, on any date subsequent to May 28, 1996 (the
first Payment Date) be less than the original Certificate
Principal Balance set forth above.
The Owner hereof is required to send this Certificate
to the Trustee prior to receiving the final distribution hereon.
The Pooling and Servicing Agreement (as defined below) provides
that, in any event, upon the making of the final distribution due
on this Certificate, this Certificate shall be deemed cancelled
for all purposes under the Pooling and Servicing Agreement.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE GOVERNMENT NATIONAL MORTGAGE ASSOCIATION OR ANY
OTHER GOVERNMENTAL AGENCY.
THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN
INSTALLMENTS. THEREFORE, THE ACTUAL OUTSTANDING PRINCIPAL AMOUNT
OF THIS CERTIFICATE MAY ON ANY DATE SUBSEQUENT TO MAY 28, 1996
(THE FIRST PAYMENT DATE) BE LESS THAN ITS ORIGINAL CERTIFICATE
PRINCIPAL BALANCE.
THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY
AND, NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST,
NO DEBT OF ANY PERSON IS REPRESENTED HEREBY.
This Certificate is one of a Class of duly-authorized
Certificates designated as AMRESCO Residential Securities
Corporation Mortgage Loan Trust 1996-2, Mortgage Loan Pass-
Through Certificates, Class A-2 (the "Class A-2 Certificates")
and issued under and subject to the terms, provisions and
conditions of that certain Pooling and Servicing Agreement dated
as of April 1, 1996 (the "Pooling and Servicing Agreement") by
and among AMRESCO Residential Mortgage Corporation, in its
capacity as the Seller (the "Seller"), AMRESCO Residential
Securities Corporation, in its capacity as Depositor, (the
"Depositor"), Long Beach Mortgage Company, as a Servicer, Option
One Mortgage Corporation as a Servicer (collectively, the
"Servicers") and Bankers Trust Company of California, N.A., a
national banking association, in its capacity as the Trustee (the
"Trustee"), to which Pooling and Servicing Agreement the Owner of
this Certificate by virtue of acceptance hereof assents and by
which such Owner is bound. Also issued under the Pooling and
Servicing Agreement are Certificates designated as AMRESCO
Residential Securities Corporation Mortgage Loan Trust 1996-2
Mortgage Loan Pass-Through Certificates, Class A-1 (the
"Class A-1 Certificates"), Class B-IO (the "Class B-IO
Certificates") and Class R (Residual Interest) (the "Class R
Certificates"). The Class A-1 Certificates and the Class A-2
Certificates shall be together referred to as the "Class A
Certificates" and the Class A Certificates, the Class B-IO
Certificates and the Class R Certificates are together referred
to herein as the "Certificates." The Class A-1 Certificates are
known as the "Fixed Rate Certificates." Terms capitalized herein
and not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing Agreement.
On the 25th day of each month, or, if such day is not a
Business Day, then the next succeeding Business Day (each such
day being a "Payment Date") commencing May 28, 1996, the Owners
of the Class A-2 Certificates as of the close of business on the
day immediately preceding such Payment Date (the "Record Date")
will be entitled to receive the Class A-2 Distribution Amount
relating to such Certificate on such Payment Date. Distributions
will be made in immediately available funds to Owners of
Certificates having an aggregate original Class A-2 Certificate
Principal Balance of at least $1,000,000 (by wire transfer or
otherwise) to the account of an Owner at a domestic bank or other
entity having appropriate facilities therefor, if such Owner has
so notified the Trustee, or by check mailed to the address of the
person entitled thereto as it appears on the Register.
Each Owner of record of a Class A-2 Certificate will be
entitled to receive such Owner's Percentage Interest in the
amounts due on such Payment Date to the Owners of the Class A-2
Certificates. The Percentage Interest of each Class A-2
Certificate as of any date of determination will be equal to the
percentage obtained by dividing the original Certificate
Principal Balance of such Class A-2 Certificate on the Startup
Day by the aggregate Class A-2 Certificate Principal Balance on
the Startup Day.
The Certificate Insurer is required, subject to
the terms of the Certificate Insurance Policy to make Insured
Payments available to the Trustee on or prior to the related
Payment Date for distribution to the Owners. "Insured Payment"
means with respect to either Mortgage Loan Group and as to any
Payment Date (i) the excess, if any, of (a) the sum of the
related Current Interest and the then existing related
Subordination Deficit, if any, over (b) the Total Available Funds
to be actually distributed on such Payment Date on the Fixed Rate
Certificates or the Class A-2 Certificates, as the case may be
pursuant to Section 7.03(c)(iv) of the Pooling and Servicing
Agreement without regard to any related Insured Payment to be
made with respect to such Payment Date), plus (ii) an amount
equal to the Preference Amount with respect to the related Class
of Class A Certificates.
Upon receipt of amounts under the Certificate Insurance
Policy on behalf of the Owners of the Class A-2 Certificates, the
Trustee shall distribute in accordance with the Pooling and
Servicing Agreement such amounts (directly or through a Paying
Agent) to the Owners of the Class A-2 Certificates.
The Trustee or any duly-appointed Paying Agent will
duly and punctually pay distributions with respect to this
Certificate in accordance with the terms hereof and the Pooling
and Servicing Agreement. Amounts properly withheld under the
Code by any Person from a distribution to any Owner shall be
considered as having been paid by the Trustee to such Owner for
all purposes of the Pooling and Servicing Agreement.
The Mortgage Loans will be serviced by the Servicer
pursuant to the Pooling and Servicing Agreement. The Pooling and
Servicing Agreement permits the Servicer to enter into
Subservicing Agreements with certain institutions eligible for
appointment as Subservicers for the servicing and administration
of certain Mortgage Loans. No appointment of any Subservicer
shall release the Servicer from any of its obligations under the
Pooling and Servicing Agreement.
This Certificate does not represent a deposit or other
obligation of, or an interest in, nor are the underlying Mortgage
Loans insured or guaranteed by, AMRESCO Residential Securities
Corporation, AMRESCO Residential Mortgage Corporation or Option
One Mortgage Corporation or any of their affiliates. This
Certificate is limited in right of payment to certain collections
and recoveries relating to the Mortgage Loans and amounts on
deposit in the Certificate Account and the Principal and Interest
Account (except as otherwise provided in the Pooling and
Servicing Agreement) and payments received by the Trustee
pursuant to the Certificate Insurance Policy, all as more
specifically set forth hereinabove and in the Pooling and
Servicing Agreement.
No Owner shall have any right to institute any
proceeding, judicial or otherwise, with respect to the Pooling
and Servicing Agreement, or for the appointment of a receiver or
trustee, or for any other remedy under the Pooling and Servicing
Agreement except in compliance with the terms thereof.
Notwithstanding any other provisions in the Pooling and
Servicing Agreement, the Owner of any Certificate shall have the
right which is absolute and unconditional to receive
distributions to the extent provided in the Pooling and Servicing
Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right
shall not be impaired without the consent of such Owner. The
Owner of this Certificate, by its acceptance hereof, agrees,
however, that to the extent the Certificate Insurer makes Insured
Payments, either directly or indirectly (as by paying through the
Trustee or Paying Agent), to the owners of such Class A-2
Certificates, the Certificate Insurer will be subrogated to the
rights of such Owners of Class A-2 Certificates with respect to
such Insured Payment, shall be deemed to the extent of the
payments so made to be a registered Owner of such Class A-2
Certificates and shall receive all future distributions of the
Class A-2 Distribution Amount until all such Insured Payments by
the Certificate Insurer have been fully reimbursed.
The Pooling and Servicing Agreement provides that the
obligations created thereby will terminate upon the earlier of
the payment to the Owners of all Certificates from amounts other
than those available under the Certificate Insurance Policy of
all amounts held by the Trustee and required to be paid to such
Owners pursuant to the Pooling and Servicing Agreement upon the
later to occur of (a) the final payment or other liquidation (or
any advance made with respect thereto) of the last Mortgage Loan
in the Trust Estate, (b) the disposition of all property acquired
in respect of any Mortgage Loan remaining in the Trust Estate and
(c) at any time when a Qualified Liquidation of both Mortgage
Loan Groups included within the REMIC Estate is effected as
described below. To effect a termination of the Pooling and
Servicing Agreement pursuant to clause (c) above, the Owners of
all Certificates then Outstanding shall (i) unanimously direct
the Trustee on behalf of the REMIC to adopt a plan of complete
liquidation for each of the Mortgage Loan Groups, as contemplated
by Section 860F(a)(4) of the Code and (ii) provide to the Trustee
an opinion of counsel experienced in federal income tax matters
acceptable to the Certificate Insurer and the Trustee to the
effect that each such liquidation constitutes a Qualified
Liquidation, and the Trustee shall either sell the Mortgage Loans
and distribute the proceeds of the liquidation of the Trust, or
shall distribute equitably in kind all of the assets of the Trust
Estate to the remaining Owners of the Certificates, each in
accordance with such plan, so that the liquidation or
distribution of the Trust Estate, the distribution of any
proceeds of the liquidation and the termination of the Pooling
and Servicing Agreement occur no later than the close of the 90th
day after the date of adoption of the plan of liquidation and
such liquidation qualifies as a Qualified Liquidation.
The Pooling and Servicing Agreement additionally
provides that (i) the Owners of the Class R Certificates may, at
their option, purchase from the Trust all remaining Mortgage
Loans and other property then constituting the Trust Estate, and
thereby effect early retirement of the Certificates, on any
Monthly Remittance Date, (ii) the Servicers may, at their option,
purchase from the Trust all remaining Mortgage Loans serviced by
the related Servicer and any other related property remaining in
the Trust Estate and thereby effect early retirement of the
Certificates on any Monthly Remittance Date on or after the
Servicer Clean-Up Call Date and (iii) under certain circumstances
relating to the qualification of the REMIC as a REMIC under the
Code the Mortgage Loans may be sold, thereby effecting the early
retirement of the Certificates.
The Trustee shall give written notice of termination of
the Pooling and Servicing Agreement to each Owner in the manner
set forth therein.
The Certificate Insurer or the Owners of the majority
of the Percentage Interests represented by the Class A
Certificates with the prior written consent of the Certificate
Insurer have the right to exercise any trust or power set forth
in Section 6.11 of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth and referred to
on the face hereof, the transfer of this Certificate is
registrable in the Register upon surrender of this Certificate
for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the
Registrar duly executed by, the Owner hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates
of the like Class, tenor and a like Percentage Interest will be
issued to the designated transferee or transferees.
The Pooling and Servicing Agreement permits, with
certain exceptions as therein provided, the amendment thereof and
the modifications of rights and obligations of the parties
provided therein by the Trustee, the Seller and the Servicer at
any time and from time to time, with the prior written approval
of the Certificate Insurer and not less than a majority of the
Percentage Interest represented by each affected Class of
Certificates then Outstanding, and in certain other circumstances
provided for in the Pooling and Servicing Agreement may be
amended without the consent of the Owners. Any such consent by
the Owner at the time of the giving thereof, of this Certificate
shall be conclusive and binding upon such Owner and upon all
future Owners of the Certificate and of any Certificate issued
upon the registration of Transfer hereof or in exchange hereof or
in lieu hereof whether or not notation of such consent or waiver
is made upon this Certificate.
The Trustee is required to furnish certain information
on each Payment Date to the Owner of this Certificate, as more
fully described in the Pooling and Servicing Agreement.
The Class A-2 Certificates are issuable only as
registered Certificates in minimum denominations of $1000
original Certificate Principal Balance. As provided in the
Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Class A-2 Certificates are
exchangeable for new Class A-2 Certificates of authorized
denominations evidencing the same aggregate principal amount.
No service charge will be made for any such
registration of transfer or exchange, but the Registrar or
Trustee may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.
The Trustee and any agent of the Trustee may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee or any such
agent shall be affected by notice to the contrary, except as may
otherwise be specifically provided in the Pooling and Servicing
Agreement with respect to the Certificate Insurer.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed on behalf of the Trust.
BANKERS TRUST
COMPANY OF CALIFORNIA, N.A.
as Trustee
By:
Name:
Title:
AMRESCO Residential Securities Corporation Mortgage Loan Trust 1996-2
Mortgage Loan PASS-THROUGH CERTIFICATE
INTEREST-ONLY CLASS B-IO CERTIFICATE
Representing Certain Interests Relating to a Pool of
Mortgage Loans formed by AMRESCO Residential Securities Corporat
ion
and Serviced by
LONG BEACH MORTGAGE COMPANY
OPTION ONE MORTGAGE CORPORATION
as Servicers
This certificate does not represent an interest in, or an
obligation of, nor are the underlying Mortgage Loans insured or
guaranteed by, AMRESCO Residential Securities Corporation,
AMRESCO Residential Mortgage Corporation or Long Beach Mortgage
Company or Option One Mortgage Corporation. This certificate
represents a fractional ownership interest in the Mortgage Loans
as described herein, moneys in certain Accounts created pursuant
to the Pooling and Servicing Agreement and certain other rights
relating thereto and is payable only from amounts received by the
Trustee relating to the Mortgage Loans held by the Trust.
No.: B-IO-1
April 25, 1996
Date
100%
Percentage Interest Final Scheduled
Distribution Date
Registered Owner
Trustee Authentication
Bankers Trust Company of California, N.A.,
as Trustee
By: _____________________
Name: ___________________
Title: ____________________
Date of Authentication: _________________________
The registered Owner named above is the registered
beneficial Owner of a fractional interest in (a) the Mortgage
Loans (other than any principal and interest payments due thereon
on or prior to the Cut-Off Date on any Mortgage Loan that is
current as of Cut-Off Date) listed in Schedule I to the Pooling
and Servicing Agreement which the Seller has caused to be
delivered to the Trustee (and all substitutions therefor as
provided by Section 3.03, 3.04, 3.05 and 3.06 of the Pooling and
Servicing Agreement), together with the related Mortgage Loan
documents and the Depositor's interest in any Property which
secured a Mortgage Loan but which has been acquired by
foreclosure or deed in lieu of foreclosure, and all payments
thereon and proceeds of the conversion, voluntary or involuntary,
of the foregoing; (b) such amounts as may be held by the Trustee
in the Certificate Account, the Pre-Funding Account and the
Capitalized Interest Account together with investment earnings on
such amounts and such amounts as may be held in the name of the
Trustee in the Principal and Interest Account, if any, exclusive
of investment earnings thereon (except as otherwise provided in
the Pooling and Servicing Agreement), whether in the form of
cash, instruments, securities or other properties (including any
Eligible Investments held by the Servicer); (c) the Certificate
Insurance Policy issued under the Insurance Agreement;
(d) proceeds of all the foregoing (including, but not by way of
limitation, all proceeds of any mortgage insurance, hazard
insurance and title insurance policy relating to the Mortgage
Loans, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts,
rights to payment of any and every kind, and other forms of
obligations and receivables which at any time constitute all or
part of or are included in the proceeds of any of the foregoing);
and (e) certain of the Seller's rights under the Transfer
Agreements that are being assigned to the Trust in the Pooling
and Servicing Agreement to pay the Certificates as specified in
the Pooling and Servicing Agreement.
The Owner hereof is required to send this Certificate to the
Trustee prior to receiving the final distribution hereon. The
Pooling and Servicing Agreement provides that, in any event, upon
the making of the final distribution due on this Certificate,
this Certificate shall be deemed cancelled for all purposes under
the Pooling and Servicing Agreement.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 AND CLASS A-
2 CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER
THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER
DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" ("REMIC") AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING COMPLIANCE WITH
THE REMIC PROVISIONS OF THE CODE.
THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO
DEBT OF ANY PERSON IS REPRESENTED HEREBY.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE GOVERNMENT NATIONAL MORTGAGE ASSOCIATION OR ANY
OTHER GOVERNMENTAL AGENCY.
THIS CERTIFICATE IS AN INTEREST ONLY CERTIFICATE THE HOLDER
OF THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTION OF
PRINCIPAL WITH RESPECT TO THE MORTGAGE LOANS.
This Certificate is one of a Class of duly-authorized
Certificates designated as AMRESCO Residential Securities
Corporation Mortgage Loan Trust 1996-2, Mortgage Loan Pass-
Through Certificates, Class B-IO (the "Class B-IO Certificates")
and issued under and subject to the terms, provisions and
conditions of that certain Pooling and Servicing Agreement dated
as of April 1, 1996 (the "Pooling and Servicing Agreement") by
and among AMRESCO Residential Mortgage Corporation, in its
capacity as the Seller (the "Seller"), AMRESCO Residential
Securities Corporation, in its capacity as Depositor, (the
"Depositor"), Long Beach Mortgage Company, as a Servicer, Option
One Mortgage Corporation as a Servicer (collectively, the
"Servicers") and Bankers Trust Company of California, N.A., a
national banking association, in its capacity as the Trustee (the
"Trustee"), to which Pooling and Servicing Agreement the Owner of
this Certificate by virtue of acceptance hereof assents and by
which such Owner is bound. Also issued under the Pooling and
Servicing Agreement are Certificates designated as AMRESCO
Residential Securities Corporation Mortgage Loan Trust 1996-2
Mortgage Loan Pass-Through Certificates, Class A-1 (the
"Class A-1 Certificates"), Class A-2 (the "Class A-2
Certificates") and Class R (Residual Interest) (the "Class R
Certificates"). The Class A-1 Certificates and the Class A-2
Certificates shall be together referred to as the "Class A
Certificates" and the Class A Certificates, the Class B-IO
Certificates and the Class R Certificates are together referred
to herein as the "Certificates." The Class A-1 Certificates are
known as the "Fixed Rate Certificates." Terms capitalized herein
and not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing Agreement.
Terms capitalized herein and not otherwise defined herein
shall have the respective meanings set forth in the Pooling and
Servicing Agreement.
On the 25th day of each month, or, if such day is not a
Business Day, then the next succeeding Business Day (each such
day being a "Payment Date") commencing May 28, 1996, the Holders
of the Class B-IO Certificates as of the close of business on the
last business day of the calendar month immediately preceding the
calendar month in which such Payment Date occurs (the "Record
Date") will be entitled to receive the Class B-IO Distribution
Amount (as defined in the Pooling and Servicing Agreement)
relating to such Payment Date. Distributions will be made in
immediately available funds to such Owners, by wire transfer or
otherwise, to the account of an Owner at a domestic bank or other
entity having appropriate facilities therefor, if such Owner has
so notified the Trustee at least 5 business days prior to the
related record date, or by check mailed to the address of the
person entitled thereto as it appears on the Register.
Each Owner of record of a Class B-IO Certificate will be
entitled to receive such Owner's Percentage Interest in the
amounts due on such Payment Date to the Holders of the Class B-
IO Certificates. The Percentage Interest of each Class B-IO
Certificate as of any date of determination will be equal to the
percentage interest set forth on such Class B-IO Certificate.
The Trustee or any duly appointed Paying Agent will duly and
punctually pay distributions with respect to this Certificate in
accordance with the terms hereof and the Pooling and Servicing
Agreement. Amounts properly withheld under the Code or
applicable to any Holder shall be considered as having been paid
by the Trustee to such Owner for all purposes of the Pooling and
Servicing Agreement.
The Mortgage Loans will be serviced by the Servicer pursuant
to the Pooling and Servicing Agreement. The Pooling and
Servicing Agreement permits the Servicer to enter into
Subservicing Agreements with certain institutions eligible for
appointment as Subservicers for the servicing and administration
of certain Mortgage Loans. No appointment of any Subservicer
shall release the Servicer from any of its obligations under the
Pooling and Servicing Agreement.
This Certificate does not represent a deposit or other
obligation of, or an interest in, nor are the underlying Mortgage
Loans insured or guaranteed by, the AMRESCO Residential
Securities Corporation or AMRESCO Residential Mortgage
Corporation or any of their subsidiaries and affiliates and are
not insured or guaranteed by the Federal Deposit Insurance
Corporation, the Government National Mortgage Association, or any
other governmental agency. This Certificate is limited in right
of payment to certain collections and recoveries relating to the
Mortgage Loans and amounts on deposit in the Accounts (except as
otherwise provided in the Pooling and Servicing Agreement), all
as more specifically set forth hereinabove and in the Pooling and
Servicing Agreement.
No Owner shall have any right to institute any proceeding,
judicial or otherwise, with respect to the Pooling and Servicing
Agreement, or for the appointment of a receiver or trustee, or
for any other remedy under the Pooling and Servicing Agreement
except in compliance with the terms hereof.
Notwithstanding any other provisions in the Pooling and
Servicing Agreement, the Owner of any Certificate shall have the
right which is absolute and unconditional to receive
distributions to the extent provided in the Pooling and Servicing
Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right
shall not be impaired without the consent of such Owner.
The Pooling and Servicing Agreement provides that the
obligations created thereby will terminate upon the earlier of
the payment to the Owners of all Certificates from amounts other
than those available under the Certificate Insurance Policy of
all amounts held by the Trustee and required to be paid to such
Owners pursuant to the Pooling and Servicing Agreement upon the
later to occur of (a) the final payment or other liquidation (or
any advance made with respect thereto) of the last Mortgage Loan
in the Trust Estate, (b) the disposition of all property acquired
in respect of any Mortgage Loan remaining in the Trust Estate and
(c) at any time when a Qualified Liquidation of both Mortgage
Loan Groups included within the REMIC Estate is effected as
described below. To effect a termination of the Pooling and
Servicing Agreement pursuant to clause (c) above, the Owners of
all Certificates then Outstanding shall (i) unanimously direct
the Trustee on behalf of the REMIC to adopt a plan of complete
liquidation for each of the Mortgage Loan Groups, as contemplated
by Section 860F(a)(4) of the Code and (ii) provide to the Trustee
an opinion of counsel experienced in federal income tax matters
acceptable to the Certificate Insurer and the Trustee to the
effect that each such liquidation constitutes a Qualified
Liquidation, and the Trustee shall either sell the Mortgage Loans
and distribute the proceeds of the liquidation of the Trust, or
shall distribute equitably in kind all of the assets of the Trust
Estate to the remaining Owners of the Certificates, each in
accordance with such plan, so that the liquidation or
distribution of the Trust Estate, the distribution of any
proceeds of the liquidation and the termination of the Pooling
and Servicing Agreement occur no later than the close of the 90th
day after the date of adoption of the plan of liquidation and
such liquidation qualifies as a Qualified Liquidation.
The Pooling and Servicing Agreement additionally provides
that (i) the Owners of the Class R Certificates may, at their
option, purchase from the Trust all remaining Mortgage Loans and
other property then constituting the Trust Estate, and thereby
effect early retirement of the Certificates, on any Monthly
Remittance Date, (ii) the Servicers may, at their option,
purchase from the Trust all remaining Mortgage Loans serviced by
the related Servicer and any other related property remaining in
the Trust Estate and thereby effect early retirement of the
Certificates on any Monthly Remittance Date on or after the
Servicer Clean-Up Call Date and (iii) under certain circumstances
relating to the qualification of the REMIC as a REMIC under the
Code the Mortgage Loans may be sold, thereby effecting the early
retirement of the Certificates.
The Trustee shall give written notice of termination of the
Pooling and Servicing Agreement to each Owner in the manner set
forth therein.
The Certificate Insurer or the Owners of a majority of the
Percentage Interests represented by the Class A Certificates then
outstanding with the prior written consent of the Certificate
Insurer have the right to exercise any trust or power set forth
in Section 6.11 of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth and referred to
on the face hereof, the transfer of this Certificate is
registrable in the Register upon surrender of this Certificate
for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the
Registrar duly executed by, the Owner hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates
of the like Class, tenor and a like Percentage Interest will be
issued to the designated transferee or transferees.
The Pooling and Servicing Agreement permits, with certain
exceptions as therein provided, the amendment thereof and the
modifications of rights and obligations of the parties provided
therein by the Trustee, the Seller and the Servicer at any time
and from time to time, with the prior written approval of the
Certificate Insurer and of each Account Party and not less than a
majority of the Percentage Interest represented by each affected
Class of Certificates then Outstanding, and in certain other
circumstances provided for in the Pooling and Servicing Agreement
may be amended without the consent of the Owners. Any such
consent by the Owner at the time of the giving thereof, of this
Certificate shall be conclusive and binding upon such Owner and
upon all future Owners of the Certificate and of any Certificate
issued upon the registration of Transfer hereof or in exchange
hereof or in lieu hereof whether or not notation of such consent
or waiver is made upon this Certificate.
The Trustee is required to furnish certain information on
each Payment Date to the Owner of this Certificate, as more fully
described in the Pooling and Servicing Agreement.
The Class B-IO Certificates are issuable only as registered
Certificates in minimum percentage interests of all interests in
the Class B-IO Certificates. As provided in the Pooling and
Servicing Agreement and subject to certain limitations therein
set forth, Class B-IO Certificates are exchangeable for new Class
B-IO Certificates of the same percentage interest as the Class B-
IO Certificates exchanged.
No service charge will be made for any such registration of
transfer or exchange, but the Registrar or Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and any agent of the Trustee may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee or any such
agent shall be affected by notice to the contrary, except as may
otherwise be specifically provided in the Pooling and Servicing
Agreement with respect to the Certificate Insurer.
IN WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed on behalf of the Trust.
BANKERS TRUST
COMPANY OF CALIFORNIA, N.A.,
as Trustee
By:
Name:
Title:
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A CLASS OF "RESIDUAL INTERESTS" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR
TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER
THE ACT MAY BE MADE ONLY IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.08 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
TRANSFER OF THIS CLASS R CERTIFICATE IS RESTRICTED AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT. NO TRANSFER OF
THIS CLASS R CERTIFICATE MAY BE MADE TO A "DISQUALIFIED
ORGANIZATION" AS DEFINED IN SECTION 860E(e)(5) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUCH TERM
INCLUDES THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION
THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN
CERTAIN TAXABLE INSTRUMENTALITIES), ANY COOPERATIVE ORGANIZATION
FURNISHING ELECTRIC ENERGY OR PROVIDING TELEPHONE SERVICE TO
PERSONS IN RURAL AREAS, OR ANY ORGANIZATION (OTHER THAN A
FARMER'S COOPERATIVE) THAT IS EXEMPT FROM FEDERAL INCOME TAX
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX ON UNRELATED
BUSINESS INCOME. NO TRANSFER OF THIS CLASS R CERTIFICATE WILL BE
REGISTERED BY THE CERTIFICATE REGISTRAR UNLESS THE PROPOSED
TRANSFEREE HAS DELIVERED AN AFFIDAVIT AFFIRMING, AMONG OTHER
THINGS, THAT THE PROPOSED TRANSFEREE IS NOT A DISQUALIFIED
ORGANIZATION AND IS NOT ACQUIRING THE CLASS R CERTIFICATE FOR THE
ACCOUNT OF A DISQUALIFIED ORGANIZATION. A COPY OF THE FORM OF
AFFIDAVIT REQUIRED OF EACH PROPOSED TRANSFEREE IS ON FILE AND
AVAILABLE FROM THE TRUSTEE.
A TRANSFER IN VIOLATION OF THE APPLICABLE RESTRICTIONS MAY
GIVE RISE TO A SUBSTANTIAL TAX UPON THE TRANSFEROR OR, IN CERTAIN
CASES, UPON AN AGENT ACTING FOR THE TRANSFEREE. A PASS-THROUGH
ENTITY THAT HOLDS THIS CLASS R CERTIFICATE AND THAT HAS A
DISQUALIFIED ORGANIZATION AS A RECORD OWNER IN ANY TAXABLE YEAR
GENERALLY WILL BE SUBJECT TO A TAX FOR EACH SUCH YEAR EQUAL TO
THE PRODUCT OF (A) THE AMOUNT OF EXCESS INCLUSIONS WITH RESPECT
TO THE PORTION OF THIS CERTIFICATE OWNED THROUGH SUCH
PASS-THROUGH ENTITY BY SUCH DISQUALIFIED ORGANIZATION, AND (B)
THE HIGHEST MARGINAL FEDERAL TAX RATE ON CORPORATIONS. FOR
PURPOSES OF THE PRECEDING SENTENCE, THE TERM "PASS-THROUGH"
ENTITY INCLUDES REGULATED INVESTMENT COMPANIES, REAL ESTATE
INVESTMENT TRUSTS, COMMON TRUST FUNDS, PARTNERSHIPS, TRUSTS,
ESTATES, COOPERATIVES TO WHICH PART I OF SUBCHAPTER 1T OF THE
CODE APPLIES AND, EXCEPT AS PROVIDED IN REGULATIONS, NOMINEES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE GOVERNMENT NATIONAL MORTGAGE ASSOCIATION OR ANY
OTHER GOVERNMENTAL AGENCY.
AMRESCO RESIDENTIAL SECURITIES CORPORATION
MORTGAGE LOAN TRUST 1996-2
MORTGAGE LOAN PASS-THROUGH CERTIFICATE
CLASS R
(Residual Interest)
Representing Certain Interests Relating to a Pool of
Conventional Mortgage Loans Originated or Purchased
and Serviced by
LONG BEACH MORTGAGE COMPANY
OPTION ONE MORTGAGE CORPORATION
(This certificate does not represent an interest in, or an
obligation of, nor are the underlying Mortgage Loans insured or
guaranteed by, AMRESCO Residential Securities Corporation,
AMRESCO Residential Mortgage Corporation, Long Beach Mortgage
Company or Option One Mortgage Corporation. This Certificate
represents a fractional residual ownership interest in the Trust
Estate.)
No: R - 1 April 25, 1996
Date
Percentage Interest 99.999 %
Final Scheduled Payment Date
Registered Owner
The registered Owner named above is the registered beneficial
Owner of a fractional interest in (a) the Mortgage Loans (other
than any principal and interest payments due thereon on or prior
to the Cut-Off Date on any Mortgage Loan that is current as of
Cut-Off Date) listed in Schedule I to the Pooling and Servicing
Agreement which the Seller has caused to be delivered to the
Trustee (and all substitutions therefor as provided by Section
3.03, 3.04, 3.05 and 3.06 of the Pooling and Servicing
Agreement), together with the related Mortgage Loan documents and
the Depositor's interest in any Property which secured a Mortgage
Loan but which has been acquired by foreclosure or deed in lieu
of foreclosure, and all payments thereon and proceeds of the
conversion, voluntary or involuntary, of the foregoing; (b) such
amounts as may be held by the Trustee in the Certificate Account,
the Pre-Funding Account and the Capitalized Interest Account
together with investment earnings on such amounts and such
amounts as may be held in the name of the Trustee in the
Principal and Interest Account, if any, exclusive of investment
earnings thereon (except as otherwise provided in the Pooling and
Servicing Agreement), whether in the form of cash, instruments,
securities or other properties (including any Eligible
Investments held by the Servicer); (c) the Certificate Insurance
Policy issued under the Insurance Agreement; (d) proceeds of all
the foregoing (including, but not by way of limitation, all
proceeds of any mortgage insurance, hazard insurance and title
insurance policy relating to the Mortgage Loans, cash proceeds,
accounts, accounts receivable, notes, drafts, acceptances,
chattel paper, checks, deposit accounts, rights to payment of any
and every kind, and other forms of obligations and receivables
which at any time constitute all or part of or are included in
the proceeds of any of the foregoing); and (e) certain of the
Seller's rights under the Transfer Agreements that are being
assigned to the Trust in the Pooling and Servicing Agreement to
pay the Certificates as specified in the Pooling and Servicing
Agreement.
THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO
DEBT OF ANY PERSON IS REPRESENTED HEREBY.
Trustee Authentication
BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as Trustee
By:
Name:
Title:
Date of Authentication:
This Certificate is one of a Class of duly-authorized
Certificates designated as AMRESCO Residential Securities
Corporation Mortgage Loan Trust 1996-2, Mortgage Loan Pass-
Through Certificates, Class R (the "Class R Certificates") and
issued under and subject to the terms, provisions and conditions
of that certain Pooling and Servicing Agreement dated as of April
1, 1996 (the "Pooling and Servicing Agreement") by and among
AMRESCO Residential Mortgage Corporation, in its capacity as the
Seller (the "Seller"), AMRESCO Residential Securities
Corporation, in its capacity as Depositor, (the "Depositor"),
Long Beach Mortgage Company, as a Servicer, Option One Mortgage
Corporation as a Servicer (collectively, the "Servicers") and
Bankers Trust Company of California, N.A., a national banking
association, in its capacity as the Trustee (the "Trustee"), to
which Pooling and Servicing Agreement the Owner of this
Certificate by virtue of acceptance hereof assents and by which
such Owner is bound. Also issued under the Pooling and Servicing
Agreement are Certificates designated as AMRESCO Residential
Securities Corporation Mortgage Loan Trust 1996-2 Mortgage Loan
Pass-Through Certificates, Class A-1 (the "Class A-1
Certificates"), Class A-2 (the "Class A-2 Certificates") and
Class B-IO (the "Class B-IO Certificates"). The Class A-1
Certificates and the Class A-2 Certificates shall be together
referred to as the "Class A Certificates" and the Class A
Certificates, the Class B-IO Certificates and the Class R
Certificates are together referred to herein as the
"Certificates." The Class A-1 Certificates are known as the
"Fixed Rate Certificates." Terms capitalized herein and not
otherwise defined herein shall have the respective meanings set
forth in the Pooling and Servicing Agreement.
On the 25th day of each month, or, if such day is not a
Business Day, then the next succeeding Business Day (each such
day being a "Payment Date") commencing May 28, 1996, each Owner
of a Class R Certificate as of the close of business on the last
day of the calendar month immediately preceding the calendar
month in which a Payment Date occurs (the "Record Date") will be
entitled to receive the Residual Net Monthly Excess Cashflow
relating to such Certificate on such Payment Date. Distributions
will be made in immediately available funds to Owners of Class R
Certificates having an aggregate Percentage Interest of at least
10% (by wire transfer or otherwise) to the account of an Owner at
a domestic bank or other entity having appropriate facilities
therefor, if such Owner has so notified the Trustee, or by check
mailed to the address of the person entitled thereto as it
appears on the Register.
The Trustee or any duly-appointed Paying Agent will duly and
punctually pay distributions with respect to this Certificate in
accordance with the terms hereof and the Pooling and Servicing
Agreement. Amounts properly withheld under the Code by any
Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of
the Pooling and Servicing Agreement.
The Mortgage Loans will be serviced by the Servicer pursuant
to the Pooling and Servicing Agreement. The Pooling and
Servicing Agreement permits the Servicer to enter into
Subservicing Agreements with certain institutions eligible for
appointment as Subservicers for the servicing and administration
of certain Mortgage Loans. No appointment of any Subservicer
shall release the Servicer from any of its obligations under the
Pooling and Servicing Agreement.
This Certificate does not represent a deposit or other
obligation of, or an interest in, nor are the underlying Mortgage
Loans insured or guaranteed by, AMRESCO Residential Securities
Corporation, AMRESCO Residential Mortgage Corporation or Long
Beach Mortgage Company or any of their affiliates. This
Certificate is limited in right of payment to certain collections
and recoveries relating to the Mortgage Loans and amounts on
deposit in the Certificate Account and the Principal and Interest
Account (except as otherwise provided in the Pooling and
Servicing Agreement) and payments received by the Trustee
pursuant to the Certificate Insurance Policy, all as more
specifically set forth hereinabove and in the Pooling and
Servicing Agreement.
No Owner shall have any right to institute any proceeding,
judicial or otherwise, with respect to the Pooling and Servicing
Agreement, or for the appointment of a receiver or trustee, or
for any other remedy under the Pooling and Servicing Agreement
except in compliance with the terms thereof.
Notwithstanding any other provisions in the Pooling and
Servicing Agreement, the Owner of any Certificate shall have the
right which is absolute and unconditional to receive
distributions to the extent provided in the Pooling and Servicing
Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right
shall not be impaired without the consent of such Owner.
The Pooling and Servicing Agreement provides that the
obligations created thereby will terminate upon the earlier of
the payment to the Owners of all Certificates from amounts other
than those available under the Certificate Insurance Policy of
all amounts held by the Trustee and required to be paid to such
Owners pursuant to the Pooling and Servicing Agreement upon the
later to occur of (a) the final payment or other liquidation (or
any advance made with respect thereto) of the last Mortgage Loan
in the Trust Estate, (b) the disposition of all property acquired
in respect of any Mortgage Loan remaining in the Trust Estate and
(c) at any time when a Qualified Liquidation of both Mortgage
Loan Groups included within the REMIC Estate is effected as
described below. To effect a termination of the Pooling and
Servicing Agreement pursuant to clause (c) above, the Owners of
all Certificates then Outstanding shall (i) unanimously direct
the Trustee on behalf of the REMIC to adopt a plan of complete
liquidation for each of the Mortgage Loan Groups, as contemplated
by Section 860F(a)(4) of the Code and (ii) provide to the Trustee
an opinion of counsel experienced in federal income tax matters
acceptable to the Certificate Insurer and the Trustee to the
effect that each such liquidation constitutes a Qualified
Liquidation, and the Trustee shall either sell the Mortgage Loans
and distribute the proceeds of the liquidation of the Trust, or
shall distribute equitably in kind all of the assets of the Trust
Estate to the remaining Owners of the Certificates, each in
accordance with such plan, so that the liquidation or
distribution of the Trust Estate, the distribution of any
proceeds of the liquidation and the termination of the Pooling
and Servicing Agreement occur no later than the close of the 90th
day after the date of adoption of the plan of liquidation and
such liquidation qualifies as a Qualified Liquidation.
The Pooling and Servicing Agreement additionally provides
that (i) the Owners of the Class R Certificates may, at their
option, purchase from the Trust all remaining Mortgage Loans and
other property then constituting the Trust Estate, and thereby
effect early retirement of the Certificates, on any Monthly
Remittance Date, (ii) the Servicers may, at their option,
purchase from the Trust all remaining Mortgage Loans serviced by
the related Servicer and any other related property remaining in
the Trust Estate and thereby effect early retirement of the
Certificates on any Monthly Remittance Date on or after the
Servicer Clean-Up Call Date and (iii) under certain circumstances
relating to the qualification of the REMIC as a REMIC under the
Code the Mortgage Loans may be sold, thereby effecting the early
retirement of the Certificates.
The Trustee shall give written notice of termination of the
Pooling and Servicing Agreement to each Owner in the manner set
forth therein.
The Certificate Insurer or the Owners of a majority of the
Percentage Interests represented by the Class A Certificates,
Class B-IO Certificates and the Class R Certificates, then
outstanding with the prior written consent of the Certificate
Insurer have the right to exercise any trust or power set forth
in Section 6.11 of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth and referred to
on the face hereof, the transfer of this Certificate is
registrable in the Register upon surrender of this Certificate
for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the
Registrar duly executed by, the Owner hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates
of the like Class, tenor and a like aggregate fractional
undivided interest in the REMIC will be issued to the designated
transferee or transferees.
The Pooling and Servicing Agreement permits, with certain
exceptions as therein provided, the amendment thereof and the
modifications of rights and obligations of the parties provided
therein by the Trustee, the Seller and the Servicer at any time
and from time to time, with the prior written approval of the
Certificate Insurer and not less than a majority of the
Percentage Interest represented by each affected Class of
Certificates then Outstanding, and in certain other circumstances
provided for in the Pooling and Servicing Agreement may be
amended without the consent of the Owners. Any such consent by
the Owner at the time of the giving thereof, of this Certificate
shall be conclusive and binding upon such Owner and upon all
future Owners of the Certificate and of any Certificate issued
upon the registration of Transfer hereof or in exchange hereof or
in lieu hereof whether or not notation of such consent or waiver
is made upon this Certificate.
The Trustee is required to furnish certain information on
each Payment Date to the Owner of this Certificate, as more fully
described in the Pooling and Servicing Agreement.
The Class R Certificates are issuable only as registered
Certificates. As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Class R
Certificates are exchangeable for new Class R Certificates
evidencing the same Percentage Interest as the Class R
Certificates exchanged.
No service charge will be made for any such registration of
transfer or exchange, but the Registrar or Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and any agent of the Trustee may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee or any such
agent shall be affected by notice to the contrary, except as may
otherwise be specifically provided in the Pooling and Servicing
Agreement with respect to the Certificate Insurer.
IN WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed on behalf of the Trust.
BANKERS TRUST
COMPANY OF CALIFORNIA, N.A.,
as Trustee
By:
Name:
Title:
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS A CLASS OF "RESIDUAL INTERESTS" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING
COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR
TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER
THE ACT MAY BE MADE ONLY IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.08 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
TRANSFER OF THIS CLASS R CERTIFICATE IS RESTRICTED AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT. NO TRANSFER OF
THIS CLASS R CERTIFICATE MAY BE MADE TO A "DISQUALIFIED
ORGANIZATION" AS DEFINED IN SECTION 860E(e)(5) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUCH TERM
INCLUDES THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION
THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN
CERTAIN TAXABLE INSTRUMENTALITIES), ANY COOPERATIVE ORGANIZATION
FURNISHING ELECTRIC ENERGY OR PROVIDING TELEPHONE SERVICE TO
PERSONS IN RURAL AREAS, OR ANY ORGANIZATION (OTHER THAN A
FARMER'S COOPERATIVE) THAT IS EXEMPT FROM FEDERAL INCOME TAX
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX ON UNRELATED
BUSINESS INCOME. NO TRANSFER OF THIS CLASS R CERTIFICATE WILL BE
REGISTERED BY THE CERTIFICATE REGISTRAR UNLESS THE PROPOSED
TRANSFEREE HAS DELIVERED AN AFFIDAVIT AFFIRMING, AMONG OTHER
THINGS, THAT THE PROPOSED TRANSFEREE IS NOT A DISQUALIFIED
ORGANIZATION AND IS NOT ACQUIRING THE CLASS R CERTIFICATE FOR THE
ACCOUNT OF A DISQUALIFIED ORGANIZATION. A COPY OF THE FORM OF
AFFIDAVIT REQUIRED OF EACH PROPOSED TRANSFEREE IS ON FILE AND
AVAILABLE FROM THE TRUSTEE.
A TRANSFER IN VIOLATION OF THE APPLICABLE RESTRICTIONS MAY
GIVE RISE TO A SUBSTANTIAL TAX UPON THE TRANSFEROR OR, IN CERTAIN
CASES, UPON AN AGENT ACTING FOR THE TRANSFEREE. A PASS-THROUGH
ENTITY THAT HOLDS THIS CLASS R CERTIFICATE AND THAT HAS A
DISQUALIFIED ORGANIZATION AS A RECORD OWNER IN ANY TAXABLE YEAR
GENERALLY WILL BE SUBJECT TO A TAX FOR EACH SUCH YEAR EQUAL TO
THE PRODUCT OF (A) THE AMOUNT OF EXCESS INCLUSIONS WITH RESPECT
TO THE PORTION OF THIS CERTIFICATE OWNED THROUGH SUCH
PASS-THROUGH ENTITY BY SUCH DISQUALIFIED ORGANIZATION, AND (B)
THE HIGHEST MARGINAL FEDERAL TAX RATE ON CORPORATIONS. FOR
PURPOSES OF THE PRECEDING SENTENCE, THE TERM "PASS-THROUGH"
ENTITY INCLUDES REGULATED INVESTMENT COMPANIES, REAL ESTATE
INVESTMENT TRUSTS, COMMON TRUST FUNDS, PARTNERSHIPS, TRUSTS,
ESTATES, COOPERATIVES TO WHICH PART I OF SUBCHAPTER 1T OF THE
CODE APPLIES AND, EXCEPT AS PROVIDED IN REGULATIONS, NOMINEES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS
ARE INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE GOVERNMENT NATIONAL MORTGAGE ASSOCIATION OR ANY
OTHER GOVERNMENTAL AGENCY.
AMRESCO RESIDENTIAL SECURITIES CORPORATION
MORTGAGE LOAN TRUST 1996-2
Mortgage Loan PASS-THROUGH CERTIFICATE
CLASS R
(Residual Interest)
Representing Certain Interests Relating to a Pool of
Conventional Mortgage Loans Originated or Purchased
and Serviced by
LONG BEACH MORTGAGE COMPANY
OPTION ONE MORTGAGE CORPORATION
(This certificate does not represent an interest in, or an
obligation of, nor are the underlying Mortgage Loans insured or
guaranteed by, AMRESCO Residential Securities Corporation,
AMRESCO Residential Mortgage Corporation, Long Beach Mortgage
Company or Option One Mortgage Corporation. This Certificate
represents a fractional residual ownership interest in the Trust
Estate.)
No: R - 2 April 25, 1996
Date
Percentage Interest 0.001 %
Final Scheduled Payment Date
Registered Owner
The registered Owner named above is the registered beneficial
Owner of a fractional interest in (a) the Mortgage Loans (other
than any principal and interest payments due thereon on or prior
to the Cut-Off Date on any Mortgage Loan that is current as of
Cut-Off Date) listed in Schedule I to the Pooling and Servicing
Agreement which the Seller has caused to be delivered to the
Trustee (and all substitutions therefor as provided by Section
3.03, 3.04, 3.05 and 3.06 of the Pooling and Servicing
Agreement), together with the related Mortgage Loan documents and
the Depositor's interest in any Property which secured a Mortgage
Loan but which has been acquired by foreclosure or deed in lieu
of foreclosure, and all payments thereon and proceeds of the
conversion, voluntary or involuntary, of the foregoing; (b) such
amounts as may be held by the Trustee in the Certificate Account,
the Pre-Funding Account and the Capitalized Interest Account
together with investment earnings on such amounts and such
amounts as may be held in the name of the Trustee in the
Principal and Interest Account, if any, exclusive of investment
earnings thereon (except as otherwise provided in the Pooling and
Servicing Agreement), whether in the form of cash, instruments,
securities or other properties (including any Eligible
Investments held by the Servicer); (c) the Certificate Insurance
Policy issued under the Insurance Agreement; (d) proceeds of all
the foregoing (including, but not by way of limitation, all
proceeds of any mortgage insurance, hazard insurance and title
insurance policy relating to the Mortgage Loans, cash proceeds,
accounts, accounts receivable, notes, drafts, acceptances,
chattel paper, checks, deposit accounts, rights to payment of any
and every kind, and other forms of obligations and receivables
which at any time constitute all or part of or are included in
the proceeds of any of the foregoing); and (e) certain of the
Seller's rights under the Transfer Agreements that are being
assigned to the Trust in the Pooling and Servicing Agreement to
pay the Certificates as specified in the Pooling and Servicing
Agreement.
THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND,
NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO
DEBT OF ANY PERSON IS REPRESENTED HEREBY.
Trustee Authentication
BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as Trustee
By:
Name:
Title:
Date of Authentication:
This Certificate is one of a Class of duly-authorized
Certificates designated as AMRESCO Residential Securities
Corporation Mortgage Loan Trust 1996-2, Mortgage Loan Pass-
Through Certificates, Class A-R (the "Class A-R Certificates")
and issued under and subject to the terms, provisions and
conditions of that certain Pooling and Servicing Agreement dated
as of April 1, 1996 (the "Pooling and Servicing Agreement") by
and among AMRESCO Residential Mortgage Corporation, in its
capacity as the Seller (the "Seller"), AMRESCO Residential
Securities Corporation, in its capacity as Depositor, (the
"Depositor"), Long Beach Mortgage Company, as a Servicer, Option
One Mortgage Corporation as a Servicer (collectively, the
"Servicers") and Bankers Trust Company of California, N.A., a
national banking association, in its capacity as the Trustee (the
"Trustee"), to which Pooling and Servicing Agreement the Owner of
this Certificate by virtue of acceptance hereof assents and by
which such Owner is bound. Also issued under the Pooling and
Servicing Agreement are Certificates designated as AMRESCO
Residential Securities Corporation Mortgage Loan Trust 1996-2
Mortgage Loan Pass-Through Certificates, Class A-1 (the
"Class A-1 Certificates"), Class A-2, (the "Class A-2
Certificates"), Class B-IO (the "Class B-IO Certificates"). The
Class A-1 Certificates and the Class A-2 Certificates shall be
together referred to as the "Class A Certificates" and the Class
A Certificates, the Class B-IO Certificates and the Class R
Certificates are together referred to herein as the
"Certificates." The Class A-1 Certificates are known as the
"Fixed Rate Certificates." Terms capitalized herein and not
otherwise defined herein shall have the respective meanings set
forth in the Pooling and Servicing Agreement.
On the 25th day of each month, or, if such day is not a
Business Day, then the next succeeding Business Day (each such
day being a "Payment Date") commencing May 28, 1996, each Owner
of a Class R Certificate as of the close of business on the last
day of the calendar month immediately preceding the calendar
month in which a Payment Date occurs (the "Record Date") will be
entitled to receive the Residual Net Monthly Excess Cashflow
relating to such Certificate on such Payment Date. Distributions
will be made in immediately available funds to Owners of Class R
Certificates having an aggregate Percentage Interest of at least
10% (by wire transfer or otherwise) to the account of an Owner at
a domestic bank or other entity having appropriate facilities
therefor, if such Owner has so notified the Trustee, or by check
mailed to the address of the person entitled thereto as it
appears on the Register.
The Trustee or any duly-appointed Paying Agent will duly and
punctually pay distributions with respect to this Certificate in
accordance with the terms hereof and the Pooling and Servicing
Agreement. Amounts properly withheld under the Code by any
Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of
the Pooling and Servicing Agreement.
The Mortgage Loans will be serviced by the Servicer pursuant
to the Pooling and Servicing Agreement. The Pooling and
Servicing Agreement permits the Servicer to enter into
Subservicing Agreements with certain institutions eligible for
appointment as Subservicers for the servicing and administration
of certain Mortgage Loans. No appointment of any Subservicer
shall release the Servicer from any of its obligations under the
Pooling and Servicing Agreement.
This Certificate does not represent a deposit or other
obligation of, or an interest in, nor are the underlying Mortgage
Loans insured or guaranteed by, AMRESCO Residential Securities
Corporation, AMRESCO Residential Mortgage Corporation or Long
Beach Mortgage Company or any of their affiliates. This
Certificate is limited in right of payment to certain collections
and recoveries relating to the Mortgage Loans and amounts on
deposit in the Certificate Account and the Principal and Interest
Account (except as otherwise provided in the Pooling and
Servicing Agreement) and payments received by the Trustee
pursuant to the Certificate Insurance Policy, all as more
specifically set forth hereinabove and in the Pooling and
Servicing Agreement.
No Owner shall have any right to institute any proceeding,
judicial or otherwise, with respect to the Pooling and Servicing
Agreement, or for the appointment of a receiver or trustee, or
for any other remedy under the Pooling and Servicing Agreement
except in compliance with the terms thereof.
Notwithstanding any other provisions in the Pooling and
Servicing Agreement, the Owner of any Certificate shall have the
right which is absolute and unconditional to receive
distributions to the extent provided in the Pooling and Servicing
Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right
shall not be impaired without the consent of such Owner.
The Pooling and Servicing Agreement provides that the
obligations created thereby will terminate upon the earlier of
the payment to the Owners of all Certificates from amounts other
than those available under the Certificate Insurance Policy of
all amounts held by the Trustee and required to be paid to such
Owners pursuant to the Pooling and Servicing Agreement upon the
later to occur of (a) the final payment or other liquidation (or
any advance made with respect thereto) of the last Mortgage Loan
in the Trust Estate, (b) the disposition of all property acquired
in respect of any Mortgage Loan remaining in the Trust Estate and
(c) at any time when a Qualified Liquidation of both Mortgage
Loan Groups included within the REMIC Estate is effected as
described below. To effect a termination of the Pooling and
Servicing Agreement pursuant to clause (c) above, the Owners of
all Certificates then Outstanding shall (i) unanimously direct
the Trustee on behalf of the REMIC to adopt a plan of complete
liquidation for each of the Mortgage Loan Groups, as contemplated
by Section 860F(a)(4) of the Code and (ii) provide to the Trustee
an opinion of counsel experienced in federal income tax matters
acceptable to the Certificate Insurer and the Trustee to the
effect that each such liquidation constitutes a Qualified
Liquidation, and the Trustee shall either sell the Mortgage Loans
and distribute the proceeds of the liquidation of the Trust, or
shall distribute equitably in kind all of the assets of the Trust
Estate to the remaining Owners of the Certificates, each in
accordance with such plan, so that the liquidation or
distribution of the Trust Estate, the distribution of any
proceeds of the liquidation and the termination of the Pooling
and Servicing Agreement occur no later than the close of the 90th
day after the date of adoption of the plan of liquidation and
such liquidation qualifies as a Qualified Liquidation.
The Pooling and Servicing Agreement additionally provides
that (i) the Owners of the Class R Certificates may, at their
option, purchase from the Trust all remaining Mortgage Loans and
other property then constituting the Trust Estate, and thereby
effect early retirement of the Certificates, on any Monthly
Remittance Date, (ii) the Servicers may, at their option,
purchase from the Trust all remaining Mortgage Loans serviced by
the related Servicer and any other related property remaining in
the Trust Estate and thereby effect early retirement of the
Certificates on any Monthly Remittance Date on or after the
Servicer Clean-Up Call Date and (iii) under certain circumstances
relating to the qualification of the REMIC as a REMIC under the
Code the Mortgage Loans may be sold, thereby effecting the early
retirement of the Certificates.
The Trustee shall give written notice of termination of the
Pooling and Servicing Agreement to each Owner in the manner set
forth therein.
The Certificate Insurer or the Owners of a majority of the
Percentage Interests represented by the Class A Certificates,
Class B-IO Certificates and the Class R Certificates, then
outstanding with the prior written consent of the Certificate
Insurer have the right to exercise any trust or power set forth
in Section 6.11 of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and
subject to certain limitations therein set forth and referred to
on the face hereof, the transfer of this Certificate is
registrable in the Register upon surrender of this Certificate
for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the
Registrar duly executed by, the Owner hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates
of the like Class, tenor and a like aggregate fractional
undivided interest in the REMIC will be issued to the designated
transferee or transferees.
The Pooling and Servicing Agreement permits, with certain
exceptions as therein provided, the amendment thereof and the
modifications of rights and obligations of the parties provided
therein by the Trustee, the Seller and the Servicer at any time
and from time to time, with the prior written approval of the
Certificate Insurer and not less than a majority of the
Percentage Interest represented by each affected Class of
Certificates then Outstanding, and in certain other circumstances
provided for in the Pooling and Servicing Agreement may be
amended without the consent of the Owners. Any such consent by
the Owner at the time of the giving thereof, of this Certificate
shall be conclusive and binding upon such Owner and upon all
future Owners of the Certificate and of any Certificate issued
upon the registration of Transfer hereof or in exchange hereof or
in lieu hereof whether or not notation of such consent or waiver
is made upon this Certificate.
The Trustee is required to furnish certain information on
each Payment Date to the Owner of this Certificate, as more fully
described in the Pooling and Servicing Agreement.
The Class R Certificates are issuable only as registered
Certificates. As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Class R
Certificates are exchangeable for new Class R Certificates
evidencing the same Percentage Interest as the Class R
Certificates exchanged.
No service charge will be made for any such registration of
transfer or exchange, but the Registrar or Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Trustee and any agent of the Trustee may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee or any such
agent shall be affected by notice to the contrary, except as may
otherwise be specifically provided in the Pooling and Servicing
Agreement with respect to the Certificate Insurer.
IN WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed on behalf of the Trust.
BANKERS TRUST
COMPANY OF CALIFORNIA, N.A.,
as
By:
Name:
Title:
EXHIBIT C
FORM OF SUBSEQUENT TRANSFER AGREEMENT
AMRESCO Residential Securities Corporation (the
"Depositor"), as Depositor, AMRESCO Residential Mortgage
Corporation, as Seller (the "Seller"), as Seller, and AMRESCO
Residential Securities Corporation Mortgage Loan Trust 1996-2, as
Purchaser, pursuant to the Pooling and Servicing Agreement dated
as of April 1, 1996 among the Seller, the Depositor, Long Beach
Mortgage Company as servicer of the Mortgage Loans in Group I,
Option One Mortgage Corporation as servicer of the Mortgage Loans
in Group II and Bankers Trust Company of California, N.A., as
Trustee (the "Pooling and Servicing Agreement"), hereby confirm
their understanding with respect to the sale by the Depositor and
the purchase by the Purchaser of those Mortgage Loans (the
"Subsequent Mortgage Loans") listed on the attached Schedule of
Mortgage Loans.
Conveyance of Subsequent Mortgage Loans. As of
_____________, 1996 (the "Subsequent Cut-Off Date"), the Seller
does hereby irrevocably transfer, assign, setover and otherwise
convey to the Depositor and the Depositor does hereby irrevocably
transfer, assign, set over and otherwise convey to the Purchaser,
without recourse (except as otherwise explicitly provided for
herein) all right, title and interest in and to any and all
benefits accruing from the Subsequent Mortgage Loans (other than
any principal and interest payments received thereon on or prior
to the Subsequent Cut-Off Date) which are delivered to the
Trustee herewith (and all substitutions therefor as provided by
Sections 3.03, 3.04, 3.05 and 3.06 of the Pooling and Servicing
Agreement), together with the related Subsequent Mortgage Loan
documents and the interest in any Property which secured a
Subsequent Mortgage Loan but which has been acquired by
foreclosure or deed in lieu of foreclosure, and all payments
thereon and proceeds of the conversion, voluntary or involuntary,
of the foregoing; and proceeds of all the foregoing (including,
but not by way of limitation, all proceeds of any mortgage
insurance, hazard insurance and title insurance policy relating
to the Subsequent Mortgage Loans, cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper,
checks, deposit accounts, rights to payment of any and every
kind, and other forms of obligations and receivables which at any
time constitute all or part of or are included in the proceeds of
any of the foregoing). The Depositor shall deliver the original
Mortgage or mortgage assignment with evidence of recording
thereon (except as otherwise provided by the Pooling and
Servicing Agreement) and other required documentation in
accordance with the terms set forth in Sections 3.05 and 3.07 of
the Pooling and Servicing Agreement.
The costs relating to the delivery of the documents
specified in this Subsequent Transfer Agreement and the Pooling
and Servicing Agreement shall be borne by the Depositor.
Additional terms of the sale are attached hereto as
Attachment A.
The Depositor hereby affirms the representations and
warranties set forth in the Pooling and Servicing Agreement that
relate to the Depositor and the Subsequent Mortgage Loans as of
the date hereof. The Depositor hereby delivers notice and
confirms that each of the conditions set forth in Section 3.08(b)
to the Pooling and Servicing Agreement are satisfied as of the
date hereof.
All terms and conditions of the Pooling and Servicing
Agreement are hereby ratified, confirmed and incorporated herein,
provided that in the event of any conflict the provisions of this
Subsequent Transfer Agreement shall control over the conflicting
provisions of the Pooling and Servicing Agreement.
Terms capitalized herein and not defined herein shall have
their respective meanings as set forth in the Pooling and
Servicing Agreement.
AMRESCO RESIDENTIAL SECURITIES
CORPORATION
as Depositor
By:
Name:
Title:
AMRESCO RESIDENTIAL MORTGAGE CORPORATION
as Seller
By:
Name:
Title:
BANKERS TRUST
COMPANY OF CALIFORNIA, N.A., as Trustee
for AMRESCO Residential Securities
Corporation Mortgage Loan Trust 1996-2
By:
Name:
Title:
Dated:
EXHIBIT D
FORM OF CERTIFICATE RE: MORTGAGE LOANS
PREPAID IN FULL AFTER CUT-OFF DATE
CERTIFICATE RE: PREPAID LOANS
I, __________________________, _______________ of AMRESCO
Residential Mortgage Corporation, hereby certify that between the
"Cut-Off Date" (as defined in the Pooling and Servicing Agreement
dated as of April 1, 1996 among AMRESCO Residential Securities
Corporation, as Depositor, AMRESCO Residential Mortgage
Corporation, as Seller, Option One Mortgage Corporation and Long
Beach Mortgage Company as the Servicers and Bankers Trust Company
of California, N.A., as Trustee) and the "Startup Day," the
following schedule of "Mortgage Loans" (each as defined in the
Pooling and Servicing Agreement) have been prepaid in full.
Account Original Current Date Paid
Number Name Amount Balance Off
Dated: April __, 1996
AMRESCO RESIDENTIAL
MORTGAGE CORPORATION
By:
Title:
EXHIBIT E
FORM OF TRUSTEE'S RECEIPT
TRUSTEE'S ACKNOWLEDGEMENT OF RECEIPT
Bankers Trust Company of California, N.A., a national
banking association, in its capacity as trustee (the "Trustee")
under that certain Pooling and Servicing Agreement dated as of
April 1, 1996 (the "Pooling and Servicing Agreement") among
AMRESCO Residential Securities Corporation, as Depositor, AMRESCO
Residential Mortgage Corporation, as Seller (the "Seller"), Long
Beach Mortgage Company and Option One Mortgage Corporation, as
Servicers and Bankers Trust Company of California, N.A., as
Trustee, hereby acknowledges receipt (subject to review as
required by Section 3.06(a) of the Pooling and Servicing
Agreement) of the items delivered to it by the Seller and the
Depositor with respect to the Mortgage Loans pursuant to Section
3.05(b)(i) of the Pooling and Servicing Agreement.
The Schedule of Mortgage Loans is attached to this Receipt.
The Trustee hereby additionally acknowledges that it shall
review such items as required by Section 3.06(a) of the Pooling
and Servicing Agreement and shall otherwise comply with Section
3.06(b) of the Pooling and Servicing Agreement as required
thereby.
BANKERS
TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By:
Title:
Dated: April __, 1996
EXHIBIT F
FORM OF POOL CERTIFICATION
POOL CERTIFICATION
WHEREAS, the undersigned is an Authorized Officer of Bankers
Trust Company of California, N.A., a national banking
association, acting in its capacity as trustee (the "Trustee") of
a certain pool of mortgage loans (the "Pool") heretofore conveyed
in trust to the Trustee, pursuant to that certain Pooling and
Servicing Agreement dated as of April 1, 1996 (the "Pooling and
Servicing Agreement") among AMRESCO Residential Securities
Corporation, as Depositor, AMRESCO Residential Mortgage
Corporation, as Seller (the "Seller"), Long Beach Mortgage
Company and Option One Mortgage Corporation as Servicers, and
Bankers Trust Company of California, N.A., as Trustee; and
WHEREAS, the Trustee is required, pursuant to Section
3.06(a) of the Pooling and Servicing Agreement, to review the
Mortgage Files relating to the Pool within a specified period
following the Startup Day and to notify the Seller promptly of
any defects with respect to the Pool, and the Seller is required
to remedy such defects or take certain other action, all as set
forth in Section 3.06(b) of the Pooling and Servicing Agreement;
and
WHEREAS, Section 3.06(a) of the Pooling and Servicing
Agreement requires the Trustee to deliver this Pool Certification
upon the satisfaction of certain conditions set forth therein.
NOW, THEREFORE, the Trustee hereby certifies that it has
determined that all required documents (or certified copies of
documents listed in Section 3.05 of the Pooling and Servicing
Agreement) have been executed or received, and that such
documents relate to the Mortgage Loans identified in the Schedule
of Mortgage Loans pursuant to Section 3.06(a) of the Pooling and
Servicing Agreement or, in the event that such documents have not
been executed and received or do not so relate to such Mortgage
Loans, any remedial action by the Seller pursuant to Section
3.06(b) of the Pooling and Servicing Agreement has been
completed. The Trustee makes no certification hereby, however,
with respect to any intervening assignments or assumption and
modification agreements.
BANKERS
TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By:
Title:
Dated: April __, 1996
EXHIBIT G
FORM OF DELIVERY ORDER
DELIVERY ORDER
Bankers Trust Company of California, N.A., as Trustee
One M&T Plaza
Buffalo, New York 14240
Attention: Corporate Trustee Department
Dear Sirs:
Pursuant to Section 4.01 of the Pooling and Servicing
Agreement, dated as of April 1, 1996 (the "Pooling and Servicing
Agreement") among AMRESCO Residential Securities Corporation, as
Depositor, AMRESCO Residential Mortgage Corporation, as Seller,
Long Beach Mortgage Company and Option One Mortgage Corporation
as Servicers, and Bankers Trust Company of California, N.A., a
New York banking corporation, as Trustee (the "Trustee"), the
Depositor HEREBY CERTIFIES that all conditions precedent to the
issuance of the AMRESCO Residential Securities Corporation
Mortgage Loan Trust 1996-2, Mortgage Loan Pass-Through
Certificate, Class A, Class B-IO and Class R (the
"Certificates"), HAVE BEEN SATISFIED, and HEREBY REQUESTS YOU TO
AUTHENTICATE AND DELIVER said Certificates, and to RELEASE said
Certificates to the owners thereof, or otherwise upon their
order.
Very truly yours,
AMRESCO RESIDENTIAL SECURITIES
CORPORATION,
By:
Title:
Dated: April __, 1996
EXHIBIT H
[RESERVED]
EXHIBIT I
FORM OF CLASS R TAX MATTERS TRANSFER CERTIFICATE
AFFIDAVIT PURSUANT TO SECTION
860E(e) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Investor]
(the "Investor"), a [savings institution] [corporation] duly
organized and existing under the laws of [the State of
] [the United States], on behalf of which he makes this
affidavit.
2. That (i) the Investor is not a "disqualified
organization" and will not be a "disqualified organization" as of
[date of transfer] (For this purpose, a "disqualified
organization" means the United States, any state or political
subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the
foregoing (other than certain taxable instrumentalities), any
cooperative organization furnishing electric energy or providing
telephone service to persons in rural areas, or any organization
(other than a farmers' cooperative) that is exempt from federal
income tax unless such organization is subject to the tax on
unrelated business income.); (ii) it is not acquiring the Class R
Certificate for the account of a disqualified organization; (iii)
it consents to any amendment of the Pooling and Servicing
Agreement that shall be deemed necessary by the Trustee (upon
advice of counsel) to constitute a reasonable arrangement to
ensure that the Class R Certificates will not be owned directly
or indirectly by a disqualified organization; and (iv) it will
not transfer such Class R Certificate unless (a) it has received
from the transferee an affidavit in substantially the same form
as this affidavit containing these same four representations and
(b) as of the time of the transfer, it does not have actual
knowledge that such affidavit is false.
IN WITNESS WHEREOF, the Investor has caused this instrument
to be executed on its behalf, pursuant to authority of its Board
of Directors, by its [Title of Officer] and its corporate seal to
be hereunto attached, attested by its [Assistant] Secretary, this
day of , .
[NAME OF INVESTOR]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
Attest:
[Assistant] Secretary
Personally appeared before me the above-named [Name of
Officer], known or proved to be the same person who executed the
foregoing instrument and to be the [Title of Officer] of the
Investor, and acknowledged to me that he executed the same as his
free act and deed and the free act and deed of the Investor.
Subscribed and sworn before me this day of
, .
NOTARY PUBLIC
COUNTY OF
STATE OF
My commission expires the day of ,
.
EXHIBIT J
FORM OF NOTICE
TO: [_________________________________]
RE: AMRESCO Residential Securities Corporation Mortgage Loan
Trust 1996-2
Mortgage Loan Pass-Through Certificate, Class A
Policy No.
Determination Date:
Payment Date:
We refer to that certain Pooling and Servicing Agreement by and
between AMRESCO Residential Mortgage Corporation, as Seller,
AMRESCO Residential Securities Corporation, as Depositor, and
Long Beach Mortgage Company and Option One Mortgage Corporation
as Servicers, Bankers Trust Company of California, N.A., as
Trustee (the "Trustee"), relating to AMRESCO Residential
Securities Corporation Mortgage Loan Trust 1996-2 and dated as of
April 1, 1996; all capitalized terms not otherwise defined herein
shall have the same respective meanings as set forth in such
Pooling and Servicing Agreement.
An Insured Payment, as defined in the Pooling and Servicing
Agreement, is required to be paid and, pursuant to Section
7.08(b) of the Pooling and Servicing Agreement, this statement
constitutes a claim for such Insured Payment in the amount of $
under the Certificate Insurance Policy.
BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as Trustee
By:
Name:
Title:
Telephone Number:
