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) June 28, 1996
SOUTHERN PACIFIC SECURED ASSETS CORP. (as seller under a Pooling and Servicing
Agreement dated as of May 8, 1996 providing for, inter alia, the issuance of
Mortgage Pass- Through Certificates, Series 1996-2)
SOUTHERN PACIFIC SECURED ASSETS CORP.
(Exact name of registrant as specified in its charter)
CALIFORNIA 333-3197 33-0659688
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
One Centerpoint Drive, Suite 500
LAKE OSWEGO, OREGON 97035
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (909) 788-7808
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 28, 1996 following the closing of the initial issuance of the
Series 1996-2 Certificates, pursuant to the Pooling and Servicing Agreement,
dated as of May 8, 1996 (the "Agreement") among Southern Pacific Secured Assets
Corp. (the "Company"), Advanta Mortgage Corp. USA and Bankers Trust Company of
California, N.A. (the "Trustee"), the Trustee purchased from the Company certain
Subsequent Mortgage Loans, as defined in the Agreement, with an aggregate
principal balance equal to $5,210,367.90 with funds on deposit in the
pre-funding accounts established pursuant to the Agreement at a purchase price
equal to the principal balance thereof, which Subsequent Mortgage Loans were
conveyed to the Trustee pursuant to a Subsequent Transfer Instrument, dated June
28, 1996, between the Company and the Trustee (the "Instrument"). Attached to
the Instrument is the Mortgage Loan Schedule listing the Subsequent Mortgage
Loans that are the subject of such Instrument.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Subsequent Transfer Instrument, dated as of June 28, 1996
between Southern Pacific Secured Assets Corp. as seller, and Bankers Trust
Company of California, N.A., as trustee.
<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 thereunto duly authorized.
SOUTHERN PACIFIC SECURED ASSETS
CORP.
By: /s/ Gary Palmer
--------------------
Name: Gary Palmer
Title: Director
Dated: June 28, 1996
EXHIBIT 1
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument (the "Instrument"),
dated June 28, 1996, between Southern Pacific Secured Assets Corp., as seller
(the "Company"), and Bankers Trust Company of California, N.A., as Trustee of
the Southern Pacific Secured Assets Corp. Mortgage Pass-Through Certificates,
Series 1996-2, as purchaser (the "Purchaser"), and pursuant to the Pooling and
Servicing Agreement, dated as of May 8, 1996, among the Company, as company,
Advanta Mortgage Corp. USA, as master servicer, and the Trustee, as trustee (the
"Pooling and Servicing Agreement"), the Company and the Purchaser agree to the
sale by the Company and the purchase by the Purchaser of the Mortgage Loans
listed on the attached Schedule of Mortgage Loans (the "Subsequent Mortgage
Loans").
Capitalized terms used and not defined herein have their respective
meanings as set forth in the Pooling and Servicing Agreement.
Section 1. CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS.
(a) The Company does hereby sell, transfer, assign, set over and
convey to the Purchaser, without recourse, all of its right, title and interest
in and to the Subsequent Mortgage Loans, and including all principal received
and interest accruing on the Subsequent Mortgage Loans on and after the related
Subsequent Cut-Off Date, and all items with respect to the Subsequent Mortgage
Loans to be delivered pursuant to Section 2.03 of the Pooling and Servicing
Agreement; provided, however, that the Company reserves and retains all right,
title and interest in and to principal (including Prepayments and Curtailments)
received and interest accruing on the Subsequent Mortgage Loans prior to the
related Subsequent Cut-off Date. The Company, contemporaneously with the
delivery of this Agreement, has delivered or caused to be delivered to the
Trustee each item set forth in Section 2.03 of the Pooling and Servicing
Agreement. The transfer to the Trustee by the Company of the Subsequent Mortgage
Loans identified on the Mortgage Loan Schedule shall be absolute and is intended
by the Company, the Servicer, the Trustee and the Certificateholders to
constitute and to be treated as a sale by the Company.
(b) The expenses and costs relating to the delivery of the
Subsequent Mortgage Loans, this Instrument and the Pooling and Servicing
Agreement shall be borne by the Company.
(c) Additional terms of the sale are set forth on Attachment A
hereto.
Section 2. REPRESENTATIONS AND WARRANTIES; CONDITIONS PRECEDENT.
(a) The Company hereby affirms the representations and warranties
set forth in Section 3.03 of the Pooling and Servicing Agreement that relate to
the Subsequent Mortgage Loans as of the date hereof. The Company hereby confirms
that each of the conditions set forth
<PAGE>
in Section 2.08(b) of the Pooling and Servicing Agreement are satisfied as of
the date hereof.
(b) All terms and conditions of the Pooling and Servicing Agreement
are hereby ratified and confirmed; provided, however, that in the event of any
conflict the provisions of this Instrument shall control over the conflicting
provisions of the Pooling and Servicing Agreement.
Section 3. RECORDATION OF INSTRUMENT.
To the extent permitted by applicable law, this Instrument, or a
memorandum thereof if permitted under applicable law, is subject to recordation
in all appropriate public offices for real property records in all of the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the Servicer
at the Certificateholders' expense on direction of the Majority
Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders or is necessary for the administration or servicing of
the Mortgage Loans.
Section 4. GOVERNING LAW.
This Instrument shall be construed in accordance with the laws of
the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws, without giving
effect to principles of conflicts of law.
Section 5. COUNTERPARTS.
This Instrument may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same instrument.
<PAGE>
Section 6. SUCCESSORS AND ASSIGNS.
This Instrument shall inure to the benefit of and be binding upon
the Company and the Purchaser and their respective successors and assigns.
SOUTHERN PACIFIC SECURED ASSETS
CORP.
By: /s/ Gary Palmer
----------------------
Name: Gary Palmer
Title: Director
SOUTHERN PACIFIC SECURED ASSETS
CORP., MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1996-2
By: BANKERS TRUST COMPANY OF
CALIFORNIA, N.A.,
as Trustee
By: /s/ Gary R. Vaughan
---------------------------
Name: Gary R. Vaughan
Title: Assistant Vice President
ATTACHMENTS
A. Additional terms of the sale.
B. Schedule of Subsequent Mortgage Loans.
C. Opinions of Company's counsel (bankruptcy, corporate).
D. Company's Officer's certificate.
E. Trustee's Certificate.
F. Opinion of Trustee's Counsel.
<PAGE>
SOUTHERN PACIFIC SECURED ASSETS CORP., MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1996-2
ATTACHMENT A TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-2
June 28, 1996
Group I
A.
1. Subsequent Cut-off Date: June 1, 1996
2. Subsequent Transfer Date: June 28, 1996
3. Aggregate Principal Balance of the Subsequent Mortgage Loans as of the
Subsequent Cut-off Date: $5,210,367.90
4. Purchase Price: 100.00%
B.
As to all the Subsequent Mortgage Loans the subject of this Instrument:
1. Longest stated term to maturity: 360 months
2. Minimum Mortgage Rate: 7.99%
3. Maximum Mortgage Rate: 9.00%
4. WAC of all Mortgage Loans: 8.72%
5. WAM of all Mortgage Loans: 360 months
6. Balloon Loans: 0.00%
7. Largest Principal Balance: $360,000
8. Non-owner occupied Mortgaged Properties: 11.23%
9. California zip code concentration: 5.67%
10. Condominiums: 2.01%
11. Single-family: 85.11%
12. Weighted average term since origination: months
13. First payment date:
May 1996 12.05%
June 1996 20.18%
July 1996 67.76%
<PAGE>
SOUTHERN PACIFIC SECURED ASSETS CORP., MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1996-2
ATTACHMENT B TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-2
June 28, 1996
<TABLE>
<CAPTION>
Group 1 Subsequent Transfer Loan Schedule 6/28/96 Maturity Loan Cutoff
Count Loan # Borrower Address City State ZIP Date Amount Balance LTV
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 3000600214 FRANCO, JR. 911 WILLARDSON WAY SANTA ANA CA 92703 4/1/26 49700 49645.39 70
2 900600879 WILLIAMS 1570-1572 7TH STREET OAKLAND CA 94607 6/1/26 50000 50000 57.48
3 3000600613 GARVAS 3937 WEST MC FADDEN AVENUE SANTA ANA CA 92704 4/1/26 55250 55175.62 65
4 3000600378 MAY 33291 OAK GLEN ROAD YUCAIPA CA 92399 4/1/26 55250 55186.2 65
5 3000600221 HORN 3622 LINDSAY STREET RIVERSIDE CA 92509 5/1/26 66300 66252.44 65
6 3000600623 ROBERTSON 17 BENICIA ROAD VALLEJO CA 94590 4/1/26 68600 68524.62 70
7 600601443 YARBROUGH 13331 EUSTACE STREET PACOIMA AREA CA 91331 6/1/26 75000 75000 60
8 300602322 HICK 6638-6640 N. ALBINA AVE. PORTLAND OR 97217 6/1/26 77000 77000 70
9 300602325 HICK 6626-6628 N. ALBINA AVE. PORTLAND OR 97217 6/1/26 77000 77000 70
10 300602328 HICK 6616-6618 N. ALBINA AVE. PORTLAND OR 97217 6/1/26 77000 77000 70
11 3000600271 LEE 24607 AVENUE 92 TERRA BELLA CA 93270 5/1/26 81600 81545.14 68
12 3000600224 OLABODE 5315 N. HAIGHT AVENUE PORTLAND OR 97217 5/1/26 84000 83951.67 70
13 500600744 VELA, SR. 1013 NORTH THORNBURG STREET SANTA MARIA CA 93454 6/1/26 86250 86250 75
14 3000600607 D'ANNA 3530 SUSAN STREET RIVERSIDE CA 92504 4/1/26 87500 87387.54 70
15 3000600246 MARQUEZ 2446 21ST AVENUE OAKLAND CA 94606 5/1/26 97425 97371.68 75
16 3000600637 CADDY 1751 GLEASON STREET CORONA CA 91720 5/1/26 101500 101444.44 64.24
17 200601831 OWUSU 1382 WEST LAURENWOOD WAY HIGHLANDS RANCH CO 80126 6/1/26 105500 105500 85
18 3000600630 WASHINGTON 5415-5417 YGNACIO AVENUE OAKLAND CA 94601 4/1/26 112500 112363.22 75
19 3000600261 PUGA 23388 WEST HIGHWAY 140 STEVINSON CA 95374 5/1/26 116000 115929.73 72.96
20 1700600460 OSVALDIK 2987 HAXTON WAY BELLINGHAM WA 98226 6/1/26 119000 119000 70
21 200601751 STROUSE 50 SALIDA DEL SOL EDGEWOOD NM 87015 6/1/26 131700 131700 84.97
22 800602339 MUNOZ-BUTERFIEL 1483 EAST SNOW IRIS CIRCLE SANDY UT 84092 6/1/26 132000 132000 63.47
23 200601760 DOIG 7988 BEVERLY BOULEVARD CASTLE ROCK CO 80104 6/1/26 148000 148000 82.23
24 2000600022 CHAFE 29 ROOSEVELT AVE DANVERS MA 1923 6/1/26 148000 148000 80
25 300602429 WISE 80881 TURKEY RUN RD CRESWELL OR 97426 6/1/26 165750 165750 65
26 3000600338 PACHECO 5134 BODA PLACE LOS ANGELES CA 91367 4/1/26 208000 199690.42 65
27 800602498 PEGG 64-5268 PUU NANEA STREET KAMUELA HI 96743 5/1/26 210000 209879.18 75
28 200601996 WALKER 969 WEST CARIBOU DRIVE MONUMENT CO 80132 6/1/26 211200 211200 80
29 800602521 TAYLOR 15414 MANDAN ROAD APPLE VALLEY CA 92307 6/1/26 228000 228000 80
30 200601840 HAGEMAN 9844 PEBBLE BEACH LANE LONE TREE CO 80124 6/1/26 228800 228800 80
31 700601249 PHILLIPS 135 FORT WILLIAMS PARKWAY ALEXANDRIA VA 22304 6/1/26 242250 242250 85
32 700601166 COLBUS 4401 JENSEN PLACE FAIRFAX VA 22032 6/1/26 267750 267750 85
33 500600641 NAVARRO 232 EAST ANAPAMU ST. SANTA BARBARA CA 93101 6/1/26 277500 277500 75
34 3000600263 SOLIS 23 HALL DRIVE ORINDA CA 94563 5/1/26 295500 295320.61 78.8
35 200601934 MCINERNY 7090 SPRING GLADE ROAD LOVELAND CO 80538 6/1/26 323000 323000 85
36 700601146 GAUNOUX 8215 SETTLE SCHOOL ROAD RIXEYVILLE VA 22737 6/1/26 360000 360000 80
Minimum Margin
Count Loan # Borrower Address City State ZIP Rate Rate (%)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 3000600214 FRANCO, JR. 911 WILLARDSON WAY SANTA ANA CA 92703 8.99 8.99 6.5
2 900600879 WILLIAMS 1570-1572 7TH STREET OAKLAND CA 94607 8.75 8.75 5.9
3 3000600613 GARVAS 3937 WEST MC FADDEN AVENUE SANTA ANA CA 92704 8 8 6
4 3000600378 MAY 33291 OAK GLEN ROAD YUCAIPA CA 92399 8.75 8.75 5.5
5 3000600221 HORN 3622 LINDSAY STREET RIVERSIDE CA 92509 8.75 8.75 5.75
6 3000600623 ROBERTSON 17 BENICIA ROAD VALLEJO CA 94590 8.99 8.99 5.5
7 600601443 YARBROUGH 13331 EUSTACE STREET PACOIMA AREA CA 91331 8.5 8.5 4.9
8 300602322 HICK 6638-6640 N. ALBINA AVE. PORTLAND OR 97217 9 9 6.15
9 300602325 HICK 6626-6628 N. ALBINA AVE. PORTLAND OR 97217 9 9 6.15
10 300602328 HICK 6616-6618 N. ALBINA AVE. PORTLAND OR 97217 9 9 6.15
11 3000600271 LEE 24607 AVENUE 92 TERRA BELLA CA 93270 7.99 7.99 5.75
12 3000600224 OLABODE 5315 N. HAIGHT AVENUE PORTLAND OR 97217 8.75 8.75 5.75
13 500600744 VELA, SR. 1013 NORTH THORNBURG STREET SANTA MARIA CA 93454 8.5 8.5 5.4
14 3000600607 D'ANNA 3530 SUSAN STREET RIVERSIDE CA 92504 8.24 8.24 5.5
15 3000600246 MARQUEZ 2446 21ST AVENUE OAKLAND CA 94606 8.99 8.99 5.75
16 3000600637 CADDY 1751 GLEASON STREET CORONA CA 91720 8.99 8.99 5.75
17 200601831 OWUSU 1382 WEST LAURENWOOD WAY HIGHLANDS RANCH CO 80126 9 9 4.9
18 3000600630 WASHINGTON 5415-5417 YGNACIO AVENUE OAKLAND CA 94601 8.5 8.5 5.5
19 3000600261 PUGA 23388 WEST HIGHWAY 140 STEVINSON CA 95374 8.5 8.5 5.75
20 1700600460 OSVALDIK 2987 HAXTON WAY BELLINGHAM WA 98226 8.75 8.75 4.9
21 200601751 STROUSE 50 SALIDA DEL SOL EDGEWOOD NM 87015 9 9 4.9
22 800602339 MUNOZ-BUTERFIEL 1483 EAST SNOW IRIS CIRCLE SANDY UT 84092 9 9 5.9
23 200601760 DOIG 7988 BEVERLY BOULEVARD CASTLE ROCK CO 80104 9 9 5.4
24 2000600022 CHAFE 29 ROOSEVELT AVE DANVERS MA 1923 8.75 8.75 5.4
25 300602429 WISE 80881 TURKEY RUN RD CRESWELL OR 97426 8.25 8.25 5.4
26 3000600338 PACHECO 5134 BODA PLACE LOS ANGELES CA 91367 8.5 8.5 5.75
27 800602498 PEGG 64-5268 PUU NANEA STREET KAMUELA HI 96743 8.75 8.75 5.4
28 200601996 WALKER 969 WEST CARIBOU DRIVE MONUMENT CO 80132 8.75 8.75 4.9
29 800602521 TAYLOR 15414 MANDAN ROAD APPLE VALLEY CA 92307 8.75 8.75 5.4
30 200601840 HAGEMAN 9844 PEBBLE BEACH LANE LONE TREE CO 80124 8.25 8.25 4.9
31 700601249 PHILLIPS 135 FORT WILLIAMS PARKWAY ALEXANDRIA VA 22304 9 9 5.4
32 700601166 COLBUS 4401 JENSEN PLACE FAIRFAX VA 22032 9 9 4.9
33 500600641 NAVARRO 232 EAST ANAPAMU ST. SANTA BARBARA CA 93101 8.5 8.5 5.4
34 3000600263 SOLIS 23 HALL DRIVE ORINDA CA 94563 8.49 8.49 5.75
35 200601934 MCINERNY 7090 SPRING GLADE ROAD LOVELAND CO 80538 9 9 4.9
36 700601146 GAUNOUX 8215 SETTLE SCHOOL ROAD RIXEYVILLE VA 22737 8.75 8.75 5.4
8.72
Count Loan # Borrower Address City State ZIP 1st.Adj. Adj. Prepay Max. Interest
Period(mos.)Limit Penalty Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 3000600214 FRANCO, JR. 911 WILLARDSON WAY SANTA ANA CA 92703 6 1 Y 15.99
2 900600879 WILLIAMS 1570-1572 7TH STREET OAKLAND CA 94607 6 1 Y 15.75
3 3000600613 GARVAS 3937 WEST MC FADDEN AVENUE SANTA ANA CA 92704 6 1 N 15
4 3000600378 MAY 33291 OAK GLEN ROAD YUCAIPA CA 92399 6 1 N 15.75
5 3000600221 HORN 3622 LINDSAY STREET RIVERSIDE CA 92509 6 1 Y 15.75
6 3000600623 ROBERTSON 17 BENICIA ROAD VALLEJO CA 94590 6 1 N 15.99
7 600601443 YARBROUGH 13331 EUSTACE STREET PACOIMA AREA CA 91331 6 1 Y 15.5
8 300602322 HICK 6638-6640 N. ALBINA AVE. PORTLAND OR 97217 6 1 Y 16
9 300602325 HICK 6626-6628 N. ALBINA AVE. PORTLAND OR 97217 6 1 Y 16
10 300602328 HICK 6616-6618 N. ALBINA AVE. PORTLAND OR 97217 6 1 Y 16
11 3000600271 LEE 24607 AVENUE 92 TERRA BELLA CA 93270 6 1 Y 14.99
12 3000600224 OLABODE 5315 N. HAIGHT AVENUE PORTLAND OR 97217 6 1 Y 15.75
13 500600744 VELA, SR. 1013 NORTH THORNBURG STREET SANTA MARIA CA 93454 6 1 Y 15.5
14 3000600607 D'ANNA 3530 SUSAN STREET RIVERSIDE CA 92504 6 1 Y 15.24
15 3000600246 MARQUEZ 2446 21ST AVENUE OAKLAND CA 94606 6 1 Y 15.99
16 3000600637 CADDY 1751 GLEASON STREET CORONA CA 91720 36 1.5 Y 14.99
17 200601831 OWUSU 1382 WEST LAURENWOOD WAY HIGHLANDS RANCH CO 80126 6 1 Y 16
18 3000600630 WASHINGTON 5415-5417 YGNACIO AVENUE OAKLAND CA 94601 6 1 N 15.5
19 3000600261 PUGA 23388 WEST HIGHWAY 140 STEVINSON CA 95374 6 1 Y 15.5
20 1700600460 OSVALDIK 2987 HAXTON WAY BELLINGHAM WA 98226 6 1 Y 15.75
21 200601751 STROUSE 50 SALIDA DEL SOL EDGEWOOD NM 87015 6 1 N 16
22 800602339 MUNOZ-BUTERFIEL 1483 EAST SNOW IRIS CIRCLE SANDY UT 84092 6 1 N 16
23 200601760 DOIG 7988 BEVERLY BOULEVARD CASTLE ROCK CO 80104 6 1 N 16
24 2000600022 CHAFE 29 ROOSEVELT AVE DANVERS MA 1923 6 1 N 15.75
25 300602429 WISE 80881 TURKEY RUN RD CRESWELL OR 97426 6 1 N 15.25
26 3000600338 PACHECO 5134 BODA PLACE LOS ANGELES CA 91367 6 1 Y 15.5
27 800602498 PEGG 64-5268 PUU NANEA STREET KAMUELA HI 96743 6 1 Y 15.75
28 200601996 WALKER 969 WEST CARIBOU DRIVE MONUMENT CO 80132 6 1 Y 15.75
29 800602521 TAYLOR 15414 MANDAN ROAD APPLE VALLEY CA 92307 6 1 Y 15.75
30 200601840 HAGEMAN 9844 PEBBLE BEACH LANE LONE TREE CO 80124 6 1 N 15.25
31 700601249 PHILLIPS 135 FORT WILLIAMS PARKWAY ALEXANDRIA VA 22304 6 1 N 16
32 700601166 COLBUS 4401 JENSEN PLACE FAIRFAX VA 22032 6 1 N 16
33 500600641 NAVARRO 232 EAST ANAPAMU ST. SANTA BARBARA CA 93101 6 1 Y 15.5
34 3000600263 SOLIS 23 HALL DRIVE ORINDA CA 94563 6 1 Y 15.49
35 200601934 MCINERNY 7090 SPRING GLADE ROAD LOVELAND CO 80538 6 1 Y 16
36 700601146 GAUNOUX 8215 SETTLE SCHOOL ROAD RIXEYVILLE VA 22737 6 1 N 15.75
</TABLE>
<PAGE>
SOUTHERN PACIFIC SECURED ASSETS CORP., MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1996-2
ATTACHMENT C TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-2
June 28, 1996
June 28, 1996
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Bankers Trust Company of California, N.A.
3 Park Plaza
Irvine, California 92714
Re: MORTGAGE LOAN PURCHASE AGREEMENT DATED AS OF JUNE 28, 1996
Ladies and Gentlemen:
We have acted as special counsel to Southern Pacific Secured Assets
Corp., a California corporation (the "Company"), in connection with the sale of
certain mortgage loans by Southern Pacific Funding Corporation (the "Seller") to
the Company pursuant to that certain Mortgage Loan Purchase Agreement, dated as
of June 28, 1996, between the Seller and the Company (the "Purchase Agreement"),
and the simultaneous deposit therewith by such Company of such mortgage loans
into a trust fund pursuant to that certain Subsequent Transfer Instrument (the
"Subsequent Transfer Instrument" and, together with the Purchase Agreement, the
"Documents"), dated as of June 28, 1996, between the Company and Bankers Trust
Company of California, N.A., as Trustee of the Southern Pacific Secured Assets
Corp. Mortgage PassThrough Certificates, Series 1996-2 (the "Trustee"). Our
representation has been limited solely to rendering this opinion and we have not
participated in any way in the negotiation or drafting of the Documents.
Capitalized terms not otherwise defined herein have the meanings set forth in
the Purchase Agreement.
In our capacity as such counsel, we have examined originals or
copies of those corporate and other records and documents we considered
appropriate, including the following:
<PAGE>
A. The Documents;
B. The Company's Articles of Incorporation and Bylaws, as amended
to date;
and
C. Resolutions adopted by the Board of Directors of the Company
with specific reference to actions relating to the
transactions covered by this opinion.
As to relevant factual matters, we have relied upon, among other
things, the Company's representations in certificates of the officers of the
Company. In addition, we have obtained and relied upon those certificates of
public officials we considered appropriate. Such factual matters have not been
independently established or verified by us.
Our use of the terms "known to us," "to our knowledge," or a similar
phrase to qualify a statement in this opinion means that those attorneys in this
firm who have given substantive attention to the representation described in the
introductory paragraph of this opinion do not have current actual knowledge that
the statement is inaccurate. Such terms do not include any knowledge of other
attorneys within our firm (regardless of whether they have represented or are
representing the Company in connection with any other matter) or any
constructive or imputed knowledge of any matters or items of information. We
have not undertaken any independent investigation to determine the accuracy of
any statement, and any limited inquiry undertaken by us during the preparation
of this opinion letter should not be regarded as such an investigation. No
inference as to our knowledge of any matters bearing on the accuracy of any such
statement should be drawn from the fact of our representation of the Company in
connection with this opinion letter or in other matters.
The term "threatened litigation" used herein shall have the same
meaning as the term "overtly threatened" used in the American Bar Association
Statement of Policy on Lawyer's responses to Auditors' Requests for Information
dated January 15, 1976.
We have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the legal capacity of all natural
persons and the conformity with originals of all documents submitted to us as
copies. To the extent the Company's obligations depend on the due authorization,
execution and delivery of other parties to the Documents, we have assumed that
the Documents have been so authorized, executed and delivered and that such
documents constitute the legally valid and binding obligation of each such party
in accordance with their respective terms. We have further assumed the
conformity of the Mortgage Loans and related documents to the requirements of
the Documents.
We have also assumed, without independent verification, that there
are no agreements or understandings among the Seller, the Company, the Trustee
or any other party which would expand, modify or otherwise affect the terms of
the documents described herein or the respective rights or obligations of the
parties thereunder.
On the basis of such examination, our reliance upon the assumptions
contained herein and our consideration of those questions of law we considered
relevant, and subject to the
<PAGE>
limitations and qualifications in this opinion, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing in
good standing under the laws of the State of California with corporate power to
own its properties, conduct its business as described in the Purchase Agreement,
to enter into the Documents and to perform its obligations thereunder.
2. The execution, delivery and performance of each of the Documents
has been duly authorized by all necessary corporate action on the part of the
Company and the Documents have been duly executed and delivered by the Company.
3. The Documents constitute the legally valid and binding obligation
of the Company, enforceable against the Company in accordance with their
respective terms, except as may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors'
rights generally (including, without limitation, fraudulent conveyance laws),
(ii) general principles of equity including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
whether considered in a proceeding at equity or at law, and (iii) public policy
considerations, statutes or court decisions underlying the securities laws, to
the extent that such public policy considerations, statutes or court decisions
limit the enforceability of the provisions of the Documents that purport to
provide indemnification or contribution with respect to securities laws
violations. Notwithstanding the foregoing, we express no opinion herein with
respect to the validity, legality, binding effect or enforceability of Section
6.07 of the Purchase Agreement or the final sentence of Section 1(a) of the
Subsequent Transfer Instrument.
4. No order, consent, permit or approval of any California or
federal governmental authority that we have, in the exercise of customary
professional diligence, recognized as directly applicable to the Company or to
transactions of the type contemplated by the Documents, is required on the part
of the Company for the execution and delivery, and performance on or prior to
the date of this opinion under, the Documents, except for such as have been
obtained.
5. The Company's execution and delivery of, and performance of its
obligations on or prior to the date hereof under, the Documents, do not and will
not (i) violate the Company's Articles of Incorporation or bylaws, (ii) result
in a default under the terms of any indenture or other material agreement or
instrument known to us to which the Company is a party or by which it is bound,
or (iii) breach or otherwise violate any existing obligation of the Company
under any order, judgment or decree of any California or federal court or
governmental authority binding the Company and known to us.
6. The execution and delivery by the Company of, and the performance
of its obligations on or prior to the date hereof under, the Documents, do not
violate any material California or federal statute or regulation that we have,
in the exercise of customary professional diligence, recognized as directly
applicable to the Company or the transactions of the type
<PAGE>
contemplated by the Documents.
7. To our knowledge, there is no action, suit, proceeding or
investigation pending or threatened against the Company which, in our judgment,
would draw into question the validity of the Documents or which would be likely
to impair materially the ability of the Company to perform under the terms of
the Documents.
The opinions set forth above are subject to and limited by the
following:
(a) the limitations imposed by a California court that might not
permit the exercise or attempted exercise of any right or remedy provided in any
agreement if such exercise or attempted exercise is deemed to be in breach of
the covenant of good faith and fair dealing implied under California law to
exist in all agreements or if the party seeking to exercise the same fails to
act in a commercially reasonable manner;
(b) the limitations imposed by California law and court decisions
relating to the strict enforcement of certain covenants in contracts absent a
showing of damage or increased risk to the party seeking enforcement (such
covenants may include, without limitation, covenants to provide reports or
notices and covenants restricting rights of assignment);
(c) the effect of certain California court decisions, indicating
that a California court would probably refuse to give strict and literal effect
to contractual provisions if it concluded that enforcement of such provisions,
on the basis of the facts and circumstances then before such court, was not
reasonably necessary to protect the rights and interest of the party seeking
enforcement;
(d) the unenforceability under certain circumstances of contractual
provisions respecting various self-help or summary remedies without notice or
opportunity for hearing or correction, especially if their operation would work
a substantial forfeiture or impose a substantial penalty upon the burdened
party;
(e) the unenforceability under certain circumstances of provisions
waiving vaguely or broadly stated rights or unknown future rights and of
provisions stating that rights or remedies are not exclusive, that every right
or remedy is cumulative and may be exercised in addition to or with any other
right or remedy, or that the election of some particular remedy or remedies does
not preclude recourse to one or more others;
(f) the effect of section 1670.5 of the California Civil Code, which
provides that if a court as a matter of law finds a contract or any clause of a
contract to have been "unconscionable" at the time it was made, the court may
refuse to enforce the contract, or the court may enforce the remainder of the
contract without the "unconscionable" clause so as to avoid an "unconscionable"
result;
(g) the net impact or result of any conflict of laws between or
among laws of competing jurisdictions and the applicability of the law of any
jurisdiction in such instance
<PAGE>
beyond California.
In rendering this opinion, we express no opinion concerning the laws
of any jurisdiction other than the present laws of the State of California and
the federal laws of the United States. We express no opinion on any issue not
expressly addressed above.
This opinion is rendered by us as special counsel for the Company
and may be relied upon by you only in connection with the transaction
contemplated by the Documents. It may not be used or relied upon by you for any
other person, nor may copies be delivered to any other person, without in each
instance our prior written consent.
Very truly yours,
Freshman, Marantz, Orlanski,
Cooper & Klein
<PAGE>
June 28, 1996
Moody's Investors Service, Inc. Duff & Phelps Credit Rating Co.
99 Church Street 17 State Street, 12th Floor
New York, New York 10007 New York, New York 10004
Standard & Poor's Ratings Services MBIA Insurance Corporation
25 Broadway 113 King Street
New York, New York 10004 Armonk, New York 10504
Prudential Securities Incorporated Bankers Trust Company of California, N.A.
One New York Plaza Three Park Plaza, 16th Floor
New York, New York 10292 Irvine, California 92714
Lehman Brothers Inc
Three World Financial Center
New York, New York 10285
Re: Southern Pacific Secured Assets Corp.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-2
Ladies and Gentlemen:
We have acted as counsel to Southern Pacific Secured Assets Corp.
(the "Company"), in connection with the conveyance of $5,210,367.90 of certain
residential first lien mortgage loans (the "Subsequent Mortgage Loans") by the
Company to Bankers Trust Company of California, N.A. as trustee (the "Trustee")
under the Pooling and Servicing Agreement, dated as of May 8, 1996, among the
Company, as company, Advanta Mortgage Corp. USA, as master servicer and the
Trustee (the "Pooling and Servicing Agreement"), pursuant to a Subsequent
Transfer Instrument, dated as of June 28, 1996 (the "Subsequent Transfer
Instrument"), between the Company, as seller and the Trustee (the Subsequent
Transfer Instrument and the Pooling and
<PAGE>
Servicing Agreement, together, the "Agreements"). The Company purchased the
Subsequent Mortgage Loans from Southern Pacific Funding Corporation (the
"Seller") pursuant to a Mortgage Loan Purchase Agreement dated as of June 28,
1996. The Company previously transferred certain residential first lien and
second lien mortgage loans (collectively, the "Initial Mortgage Loans"; the
Subsequent Mortgage Loans and the Initial Mortgage Loans, together, the
"Mortgage Loans") and the amounts of $20,210,278.26 and $24,370,872.69 deposited
by the Company on the Closing Date in two separate pre-funding accounts to a
trust fund pursuant to the Pooling and Servicing Agreement. Capitalized terms
not defined herein have the meanings set forth in the Pooling and Servicing
Agreement.
In connection with rendering this opinion letter, we have examined
the Agreements and such other documents as we have deemed necessary. As to
matters of fact, we have examined and relied upon representations of parties to
the Agreements contained therein and, where we have deemed appropriate,
representations or certifications of officers of parties to the Agreements or
public officials. We have assumed the authenticity of all documents submitted to
us as originals, the genuineness of all signatures, the legal capacity of
natural persons and the conformity to the originals of all documents. We have
assumed that all parties had or have the power and authority to enter into and
perform all obligations thereunder. As to such parties, we also have assumed the
due authorization by all requisite action, the due execution and delivery and
the enforceability of such documents. We have further assumed that there is not
and will not be any other agreement that materially supplements or otherwise
modifies the agreements expressed in the Agreements. We have further assumed the
conformity of the Mortgage Loans and related documents to the requirements of
the Agreements.
In rendering this opinion letter, we do not express any independent
opinion concerning any law other than the law of the State of New York and the
federal law of the United States. We also note that the security interest of the
Trustee in proceeds is limited to the extent set forth in Section 9-306 of the
Uniform Commercial Code as in effect in the State of New York. We do not express
any opinion on any issue not expressly addressed below.
Based upon and subject to the foregoing, it is our opinion that, in
the event that the transfer of the Subsequent Mortgage Loans by the Company to
the Trustee and the sale of the Class A Certificates by the Company to the
Underwriters were held not to constitute a sale of the interest in the
Subsequent Mortgage Loans evidenced by the Class A Certificates, the Agreements
create, for the benefit of the Trustee as secured party on behalf of the
Certificateholders, a perfected security interest in each Subsequent Mortgage
Loan and the proceeds thereof, which security interest will be prior to all
other security interests except for those that by operation of law take priority
over a previously perfected security interest.
<PAGE>
This opinion letter is rendered for the sole benefit of each person
or entity to which it is addressed, and no other person or entity is entitled to
rely hereon. Copies of this opinion letter may not be furnished to any other
party or entity, nor may any portion of this opinion letter be quoted,
circulated or referred to in any other document.
Very truly yours,
THACHER PROFFITT & WOOD
<PAGE>
June 28, 1996
Moody's Investors Service, Inc. Duff & Phelps Credit Rating Co.
99 Church Street 17 State Street, 12th Floor
New York, New York 10007 New York, New York 10004
Standard & Poor's Ratings Services MBIA Insurance Corporation
25 Broadway 113 King Street
New York, New York 10004 Armonk, New York 10504
Prudential Securities Incorporated Bankers Trust Company of California, N.A.
One New York Plaza Three Park Plaza, 16th Floor
New York, New York 10292 Irvine, California 92714
Lehman Brothers Inc
Three World Financial Center
New York, New York 10285
Re: Southern Pacific Secured Assets Corp.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-2
Ladies and Gentlemen:
We have acted as counsel to Southern Pacific Secured Assets Corp.
(the "Company"), in connection with the conveyance of $5,210,367.90 of certain
residential first lien mortgage loans (the "Subsequent Mortgage Loans") by the
Company to Bankers Trust Company of California, N.A. as trustee (the "Trustee")
under the Pooling and Servicing Agreement, dated as of May 8, 1996, among the
Company, as company, Advanta Mortgage Corp. USA, as master servicer and the
Trustee (the "Pooling and Servicing Agreement"), pursuant to a Subsequent
Transfer Instrument, dated as of June 28, 1996 (the "Subsequent Transfer
Instrument"), between the Company, as seller and the Trustee (the Subsequent
Transfer Instrument and the Pooling and
<PAGE>
Servicing Agreement, together, the "Agreements"). The Company purchased the
Subsequent Mortgage Loans from Southern Pacific Funding Corporation (the
"Seller") pursuant to a Mortgage Loan Purchase Agreement dated as of June 28,
1996. The Company previously transferred certain residential first lien and
second lien mortgage loans (collectively, the "Initial Mortgage Loans"; the
Subsequent Mortgage Loans and the Initial Mortgage Loans, together, the
"Mortgage Loans") and the amounts of $20,210,278.26 and $24,370,872.69 deposited
by the Company on the Closing Date in two separate pre-funding accounts to a
trust fund pursuant to the Pooling and Servicing Agreement. Capitalized terms
not defined herein have the meanings set forth in the Pooling and Servicing
Agreement.
In connection with rendering this opinion letter, we have examined
the Agreements and such other documents as we have deemed necessary. As to
matters of fact, we have examined and relied upon representations of parties to
the Agreements contained therein and, where we have deemed appropriate,
representations or certifications of officers of parties to the Agreements or
public officials. We have assumed the authenticity of all documents submitted to
us as originals, the genuineness of all signatures, the legal capacity of
natural persons and the conformity to the originals of all documents. We have
assumed that all parties had or have the power and authority to enter into and
perform all obligations thereunder. As to such parties, we also have assumed the
due authorization by all requisite action, the due execution and delivery and
the enforceability of such documents. We have further assumed that there is not
and will not be any other agreement that materially supplements or otherwise
modifies the agreements expressed in the Agreements. We have further assumed the
conformity of the Mortgage Loans and related documents to the requirements of
the Agreements.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the federal law of the United States and the law
of the State of New York. We do not express any opinion on any issue not
expressly addressed below.
Based upon and subject to the foregoing, it is our opinion that (i)
in the event of the insolvency of the Seller and the appointment of a receiver
or conservator for the Seller, in connection with such a proceeding a court
would not hold that the transfer of the Subsequent Mortgage Loans by the Seller
to the Company should be characterized as a loan secured by the Subsequent
Mortgage Loans rather than as a sale of the ownership interest in the Subsequent
Mortgage Loans, and (ii) in the event of the insolvency of the Company and the
appointment of a receiver or conservator for the Company, in connection with
such a proceeding a court would not hold that the transfer of the Subsequent
Mortgage Loans by the Company to the Trustee should be characterized as a loan
secured by the Subsequent Mortgage Loans rather than as a sale of the ownership
interest in the Subsequent Mortgage Loans evidenced by the Certificates.
<PAGE>
This opinion letter is rendered for the sole benefit of each
addressee hereof, and no other person or entity is entitled to rely hereon.
Copies of this opinion letter may not be furnished to any other party or entity,
nor may any portion of this opinion letter be quoted, circulated or referred to
in any other document.
Very truly yours,
THACHER PROFFITT & WOOD
<PAGE>
SOUTHERN PACIFIC SECURED ASSETS CORP., MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1996-2
ATTACHMENT D TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-2
June 28, 1996
OFFICER'S CERTIFICATE
I, Gary Palmer, hereby certify that I am a duly elected
Director of Southern Pacific Secured Assets Corp., a California corporation (the
"Company"), and further, to the best of my knowledge and after due inquiry, as
follows:
Each condition precedent specified in Section 2.08(b) and
Section 2.08(c) of the Pooling and Servicing Agreement, dated as of
May 8, 1996, among the Company, Advanta Mortgage Corp. USA, as Master
Servicer, and Bankers Trust Company of California, N.A., as Trustee
(the "Pooling and Servicing Agreement") and each condition precedent
specified in the Subsequent Transfer Instrument has been satisfied by
the Company.
Capitalized terms not defined herein have the meanings set
forth in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: June 28, 1996 By: /s/ Gary Palmer
-----------------------
Name: Gary Palmer
Title: Director
<PAGE>
SOUTHERN PACIFIC SECURED ASSETS CORP., MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1996-2
ATTACHMENT E TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-2
June 28, 1996
TRUSTEE'S ACKNOWLEDGMENT OF RECEIPT
June 28, 1996
Southern Pacific Funding Corporation
One Centerpoint Drive, Suite 500
Lake Oswego, Oregon 97035
Southern Pacific Secured Assets Corp.
One Centerpoint Drive, Suite 500
Lake Oswego, Oregon 97035
Advanta Mortgage Corp. USA
16875 West Bernardo Drive
San Diego, California 92127
MBIA Insurance Corporation
113 King Street
Armonk, New York 10564
Re: Pooling and Servicing Agreement, dated as of May 8, 1996
among Southern Pacific Secured Assets Corp., as Company,
Advanta Mortgage Corp. USA, as Master Servicer, and
Bankers Trust Company of California, N.A., as Trustee,
Mortgage Pass-Through Certificates, Series 1996-2,
(SUBSEQUENT TRANSFER ON JUNE 28, 1996)
Ladies and Gentlemen:
In accordance with Section 2.04 of the above-captioned Pooling
and Servicing Agreement, the undersigned, as Trustee, hereby certifies: except
as noted on the attachment hereto, if any (the "Loan Exception Report"), it has
received the original Mortgage Note (item (i) in Section 2.03(a)) with respect
to each Mortgage Loan listed in the attached Mortgage Loan Schedule and the
documents contained therein appear to bear original signatures or copies of
originals if the originals have not yet been delivered.
<PAGE>
The Trustee has made no independent examination of any such
documents beyond the review specifically required in the above-referenced
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any such
documents or any of the Mortgage Loans identified on the Mortgage Loan Schedule,
or (ii) the collectability, insurability, effectiveness or suitability of any
such Mortgage Loan.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Pooling and
Servicing Agreement.
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., as Trustee
By: /s/ Gary R. Vaughan
-------------------------
Name: Gary R. Vaughan
Title: Assistant Vice President
<PAGE>
SOUTHERN PACIFIC SECURED ASSETS CORP., MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1996-2
ATTACHMENT F TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-2
June 28, 1996
June 28, 1996
TO THE ADDRESSEES LISTED ON SCHEDULE I HERETO:
Re: Southern Pacific Secured Assets Corp.
Mortgage Pass-Through Certificates,
SERIES 1996-2
Ladies and Gentlemen:
We have acted as special counsel to Bankers Trust Company of
California, N.A., as trustee (the "Trustee") under Subsequent Transfer
Instrument (the "Subsequent Transfer Instrument"), dated as of June 28, 1996
between Southern Pacific Secured Assets Corp., as seller (the "Company") and the
Trustee and the Pooling and Servicing Agreement, dated as of May 8, 1996 among
the Company, Advanta Mortgage Corp. USA, as master servicer (the "Master
Servicer"), and the Trustee (the "Pooling and Servicing Agreement" together with
the Subsequent Transfer Instrument, the "Agreements"). Capitalized terms used
but not defined herein shall have the meanings set forth in the Pooling and
Servicing Agreement.
In arriving at the opinions expressed below, we have examined
and relied upon the originals or copies, certified or otherwise identified to
our satisfaction, of the Agreements and of such records, documents, instruments
and certificates, and we have made such investigations of law, as we have deemed
appropriate as the basis for the opinions expressed below. We have assumed and
have not verified that the signatures on all documents that we have examined are
genuine and that each person signing each such document, except with respect to
the Trustee, was duly authorized to sign such document on behalf of the person
or entity purporting to be bound thereby. In addition, for purposes of rendering
the opinions expressed below, we have, with your permission, (i) relied upon
such other documents, instruments and certificates, including certificates of
the Trustee and of public officials, without investigation on our part of any of
the matters set forth therein, (ii) assumed, without investigation on our part,
that each of the Agreements have been duly authorized and validly executed and
delivered by the Company and each Agreement is a legal, valid, binding and
enforceable instrument of the Company.
<PAGE>
Based upon the foregoing, we are of the opinion that:
1. The Trustee is a national banking association duly
organized, validly existing and in good standing under the laws of the United
States of America and has the power and authority to enter into, and to take all
action required of it under the Agreements.
2. Each of the Agreements have been duly authorized, executed
and delivered by the Trustee and constitutes a valid and binding obligation of
the Trustee enforceable against the Trustee in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, receivership and
similar laws affecting creditors' rights generally, and the rights of creditors
of national banking associations and depository institutions the accounts of
which are insured by the FDIC specifically, and subject, as to enforceability,
to general principles of equity and the discretion of the court, regardless of
whether enforcement is sought in a proceeding in equity or law.
3. The execution and delivery of the Agreements by the Trustee
and the performance by the Trustee of their respective terms do not conflict
with or result in a violation of (a) any law or regulation of the United States
of America or the State of New York governing the banking or trust powers of the
Trustee, or (b) the Articles of Association and Bylaws of the Trustee.
4. No consent, approval or authorization of, filing or
registration with, or notice to, any governmental regulatory authority is
required for the Trustee in connection with the execution and delivery of,
performance under, or compliance with, the Agreements.
We express no opinion other than as to the law of the State of
New York and the federal law of the United States of America.
Our opinions contained herein are rendered only as of the date
hereof, and we undertake no obligation to update this letter or the opinions
herein after the date hereof.
This opinion is furnished for your benefit only and solely in
connection with the Agreements. You may not rely on this opinion for any other
purpose, nor may anyone else rely on this opinion, without our express written
consent.
Very truly yours,
/s/ Dewey Ballantine
--------------------
<PAGE>
SCHEDULE I
Lehman Brothers Inc.
3 World Financial Center, 12th Floor
New York, New York 10285
Prudential Securities Incorporated
One New York Plaza
New York, New York 10292
Advanta Mortgage Corp. USA
16875 West Bernardo Drive
San Diego, California 92127
Southern Pacific Funding Corporation
One Centerpointe Drive, Suite 500
Lake Oswego, OR 97035
Southern Pacific Secured Assets Corp.
One Centerpointe Drive, Suite 500
Lake Oswego, OR 97035
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
Duff & Phelps Credit Rating Co.
17 State Street, 12th Floor
New York, NY 10004
Moody's Investors Service, Inc.
99 Church Street, 4th Floor
New York, NY 10007
Standard & Poor's Ratings Services
26 Broadway, 15th Floor
New York, NY 10004
