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EXHIBIT 4.1(b)
UNION PLANTERS MORTGAGE FINANCE CORP.,
AS DEPOSITOR,
UNION PLANTERS BANK, N.A.,
AS MASTER SERVICER,
THE BANK OF NEW YORK, AS
TRUSTEE
AND
THE BANK OF NEW YORK, AS
CONTRACT OF INSURANCE HOLDER
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SERIES 1998-1 POOLING AND SERVICING AGREEMENT
DATED AS OF MAY 1, 1998
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UNION PLANTERS MORTGAGE FINANCE CORP.,
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-1
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THIS SERIES 1998-1 POOLING AND SERVICING AGREEMENT, dated as of May 1,
1998, is made with respect to the formation of UPMFC Trust 1998-1 (the "Trust")
among UNION PLANTERS MORTGAGE FINANCE CORP., a Delaware corporation (the
"Depositor"), UNION PLANTERS BANK, N.A., a national banking association (in its
capacity as master servicer, the "Master Servicer"), THE BANK OF NEW YORK, a New
York banking corporation, as trustee (the "Trustee"), and THE BANK OF NEW YORK,
a New York banking corporation, as contract of insurance holder (the "Contract
of Insurance Holder") under this Agreement and the Standard Terms to Pooling and
Servicing Agreement, May 1998 Edition (the "Standard Terms"), all the provisions
of which are incorporated herein as modified hereby and shall be a part of this
Agreement as if set forth herein in full (this Agreement, with the Standard
Terms so incorporated, the "Pooling and Servicing Agreement"). Capitalized terms
used and not otherwise defined herein shall have the respective meanings given
them in the Standard Terms.
PRELIMINARY STATEMENT
The Depositor has duly authorized the formation of the Trust to issue a
Series of Certificates with an aggregate initial principal amount of
$380,958,124, to be known as the Mortgage Pass-Through Certificates, Series
1998-1 (the"Certificates"). The Certificates consist of 14 Classes that in the
aggregate evidence the entire beneficial ownership interest in the Trust.
In accordance with Section 10.01 of the Standard Terms, the Trustee
will make an election to treat all of the assets of the Trust as two real estate
mortgage investment conduits (each, a "REMIC" and, individually, the "Pooling
REMIC" and the "Issuing REMIC") for federal income tax purposes. The Pooling
REMIC will consist of the Distribution Account and the Assets listed on the
Asset Schedule attached as Schedule I (as defined below) hereto. The Issuing
REMIC will consist of the twelve Subaccounts designated as provided herein. The
"startup day" of each REMIC for purposes of the REMIC Provisions is the Closing
Date.
GRANTING CLAUSES
To provide for the distribution of the principal of and interest on the
Certificates in accordance with their terms, all of the sums distributable under
the Pooling and Servicing Agreement with respect to the Certificates and the
performance of the covenants contained in this Pooling and Servicing Agreement,
the Depositor hereby bargains, sells, conveys, assigns and transfers to the
Trustee, in trust and as provided in this Pooling and Servicing Agreement,
without recourse (except as provided herein) and for the exclusive benefit of
the Holders of the Certificates, all of the Depositor's right, title and
interest in and to, and any and all benefits accruing to the Depositor from, (a)
the Assets listed in Schedule I hereto, together with the related Asset
Documents, and all payments thereon and proceeds of the conversion, voluntary or
involuntary, of the foregoing, including, without limitation, all rights to
receive all principal and interest payments due on the Assets after the Cut-off
Date, including such scheduled payments received by the Depositor or Seller on
or prior to the Cut-off Date, and Principal
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Xxxxxxxxxxx, Xxx Insurance Proceeds, Net Liquidation Proceeds, Repurchase Prices
and other unscheduled collections received on the Assets on and after the
Cut-off Date; (b) the security interests in the Mortgaged Properties granted by
the Obligors pursuant to the related Assets; (c) all funds relating to the
Assets on deposit in the Certificate Account or the Distribution Account for the
Certificates and all proceeds thereof, whether in the form of cash, instruments,
securities or other properties; (d) any and all rights, privileges and benefits
accruing to the Depositor under the Sales Agreement with respect to the Assets
(provided that the Depositor shall retain its rights to indemnification from the
Seller under such Sales Agreement, but also hereby conveys its rights to such
indemnification to the Trustee as its assignee), including the rights and
remedies with respect to the enforcement of any and all representations,
warranties and covenants under such Sales Agreement; and (e) proceeds of all the
foregoing (including, but not by way of limitation, all proceeds of any Standard
Hazard Insurance Policy, VA Guaranty or FHA Insurance, or any other insurance
policy relating to any of the Assets, 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 that at any time constitute all or part or are included in the
proceeds of any of the foregoing) to make distributions on the Certificates as
specified herein (the items referred to in clauses (a) through (e) above shall
be collectively referred to herein as the "Trust Estate").
The Trustee acknowledges the foregoing, accepts the trusts hereunder in
accordance with the provisions hereof and the Standard Terms and agrees to
perform the duties herein or therein required to the best of its ability to the
end that the interests of the Holders of the Certificates may be adequately and
effectively protected.
SECTION 1. STANDARD TERMS; RESTATEMENT OF DECLARATION OF TRUST.
(a) The Depositor, the Master Servicer, the Trustee, and the Contract
of Insurance Holder each acknowledge that the Standard Terms prescribe certain
obligations of the Depositor, the Master Servicer, the Trustee, and the Contract
of Insurance Holder with respect to the Certificates. The Depositor, the Master
Servicer, the Trustee, and the Contract of Insurance Holder each agree to
observe and perform such prescribed duties, responsibilities and obligations,
and acknowledge that, except to the extent inconsistent with the provisions of
this Pooling and Servicing Agreement, the Standard Terms are and shall be a part
of this Pooling and Servicing Agreement to the same extent as if set forth
herein in full.
(b) This Agreement amends and restates the Declaration of Trust in all
respects. The Trustee will be acting not in its individual capacity but solely
as Trustee hereunder. The office of the Trust Fund will be in the care of the
Trustee at the Corporate Trust Office. The actions heretofore taken by the
Trustee under the authority of the Declaration of Trust are hereby ratified and
confirmed.
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SECTION 2. DEFINED TERMS.
With respect to the Certificates and in addition to or in replacement
for the definitions set forth in Section 1.01 of the Standard Terms, the
following definitions shall be assigned to the defined terms set forth below:
"Book-Entry Certificates": The Class A Certificates and Class X-1
Certificates.
"Carryover Interest Amount": With respect to each Class of Subaccounts,
Components, and Certificates and each Distribution Date, all amounts that were
distributable on such Class as Interest Distribution Amounts on previous
Distribution Dates that remain unpaid.
"Claims Administrator": Union Planters Bank, N.A., a national banking
association, or any successor thereof.
"Class A Certificates": The Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, and Class A-5
Certificates.
"Class A Subaccounts": Any or all, as appropriate, of the Class A-1,
Class A-2, Class A-3, Class A-4, or Class A-5 Subaccounts.
"Class B Certificates": The Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates, and Class B-6 Certificates.
"Class B Subaccounts": Any or all, as appropriate, of the Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5, or Class B-6 Subaccounts.
"Class R Certificates": The Class R Certificates, which represent
beneficial ownership of both the Pooling REMIC Residual Interest and the Issuing
REMIC Residual Interest.
"Class R-1 Certificates": Following the division of the Class R
Certificates into two separately transferable, certificated and fully registered
certificates in accordance with Section 9(b) hereof, the Class R-1 Certificates,
which will represent the Issuing REMIC Residual Interest.
"Class R-2 Certificates": Following the division of the Class R
Certificates into two separately transferable, certificated and fully registered
certificates in accordance with Section 9(b) hereof, the Class R-2 Certificates,
which will represent the Pooling REMIC Residual Interest.
"Class X Certificates": The Class X-1 and Class X-2 Certificates, each
created pursuant to Section 3 hereof.
"Class X-2 Certificates": The Class X-2 Certificates created pursuant
to Section 3 hereof, which represent beneficial ownership of the Class X-2
Components.
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"Class X-2 Components": The Class X-2-A1, X-2-A2, Class X-2-A3, Class
X-2-A4, Class X-2-A5, Class X-2-B1, Class X-2-B2, Class X-2-B3, Class X-2-B4,
Class X-2-B5, Class X-2-B6, and Class X-2-R Components, having the designations,
initial Component Notional Balances, Component Pass-Through Rates and Final
Scheduled Distribution Dates set forth below:
FINAL
COMPONENT COMPONENT SCHEDULED
COMPONENT NOTIONAL PASS-THROUGH DISTRIBUTION
DESIGNATION BALANCE RATE DATE(5)
----------- --------- ------------ ------------
X-2-A1 Class A-1 Subaccount (1) June 15, 2028
Principal Balance
X-2-A2 Class A-2 Subaccount (2) June 15, 2028
Principal Balance
X-2-A3 Class A-3 Subaccount (3) June 15, 2028
Principal Balance
X-2-A4 Class A-4 Subaccount (4) June 15, 2028
Principal Balance
X-2-A5 Class A-5 Subaccount (5) June 15, 2028
Principal Balance
X-2-B1 Class B-1 Subaccount (6) June 15, 2028
Principal Balance
X-2-B2 Class B-2 Subaccount (6) June 15, 2028
Principal Balance
X-2-B3 Class B-3 Subaccount (6) June 15, 2028
Principal Balance
X-2-B4 Class B-4 Subaccount (6) June 15, 2028
Principal Balance
X-2-B5 Class B-5 Subaccount (6) June 15, 2028
Principal Balance
X-2-B6 Class B-6 Subaccount (6) June 15, 2028
Principal Balance
X-2-R Class R Subaccount (6) June 15, 2028
Principal Balance
(1) The Pass-Through Rate for the Class X-2-A1 Component
shall equal the Pass-Through Rate on the Subaccounts less the sum of
(a) the Class X-1 Pass-Through Rate and (b) 6.350%.
(2) The Pass-Through Rate for the Class X-2-A2 Component
shall equal the Pass-Through Rate on the Subaccounts less the sum of
(a) the Class X-1 Pass-Through Rate and (b) 6.450%.
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(3) The Pass-Through Rate for the Class X-2-A3 Component
shall equal the Pass-Through Rate on the Subaccounts less the sum of
(a) the Class X-1 Pass-Through Rate and (b) 6.600%.
(4) The Pass-Through Rate for the Class X-2-A4 Component
shall equal the Pass-Through Rate on the Subaccounts less the sum of
(a) the Class X-1 Pass-Through Rate and (b) 6.800%.
(5) The Pass-Through Rate for the Class X-2-A5 Component
shall equal the Pass-Through Rate on the Subaccounts less the sum of
(a) the Class X-1 Pass-Through Rate and (b) 6.750%.
(6) The Pass-Through Rate for each of the Class X-2-B1,
Class X-2-B2, Class X-2-B3, Class X-2-B4, Class X-2-B5, Class X-2-B6,
and Class X-2-R Components shall equal the Pass-Through Rate on the
Subaccounts less the sum of (a) the Class X-1 Pass-Through Rate and (b)
6.950%.
"Class X-2 Component Interest Amount": With respect to any Distribution
Date, the aggregate amount of interest accrued on the Class X-2 Components on
their related Class X-2 Component Notional Balances.
"Closing Date": May 28, 1998.
"Contract of Insurance Holder": The Bank of New York, a New York
banking corporation, or any successor appointed as herein provided. Notices to
the Contract of Insurance Holder shall be sent to The Bank of New York, 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: UPMFC Trust 1998-1, or its
successor in interest.
"Corporate Trust Office": The address set forth hereinbelow under
"Trustee".
"Corresponding Certificates": For any Subaccount, the Class of
Certificates bearing the same letter and numerical designation as that borne by
such Subaccount.
"Corresponding Subaccount" For any Class of Certificates (other than
the Class X Certificates, for which there are no Corresponding Subaccounts), the
Subaccount bearing the same letter and numerical designation as that borne by
such Class.
"Credit Support Depletion Date": The first Distribution Date on which
the Certificate Principal Balances of each Class of the Class B Certificates
equals zero.
"Cut-off Date": May 1, 1998.
"Declaration of Trust": The declaration of trust, dated May 28, 1998,
by and between The Bank of New York, as settlor, and The Bank of New York, as
trustee, which established the Trust Fund.
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"Determination Date": With respect to any Distribution Date, the 15th
calendar day of the month in which such Distribution Date occurs or, if such day
is not a Business Day, the immediately succeeding Business Day.
"Due Date": With respect to any Distribution Date, the first calendar
day of the month in which such Distribution Date occurs.
"ERISA Restricted Certificates": The Class B, Class X-2, and Class R
Certificates.
"Interest Accrual Period": With respect to each Distribution Date and
with respect to the Class X-1 Certificates and the Class X-2 Certificates, the
calendar month preceding the month in which the Distribution Date occurs.
Interest on the Class X-1 Certificates and the Class X-2 Certificates will be
computed on the basis of a 360-day year consisting of twelve 30- day months. The
Interest Accrual Period with respect to all other Classes of Certificates will
be as provided in the Standard Terms.
"Interest Distribution Amount": For any Class of Subaccounts, any Class
of Components, and any Class of Certificates other than the Class X-2
Certificates on any Distribution Date, interest accrued on such Class during the
related Interest Accrual Period at the applicable Pass-Through Rate on the
related Subaccount Principal Balance, Component Notional Balance, Certificate
Principal Balance or Notional Principal Amount, as the case may be, less Net
Interest Shortfalls. With respect to the Class X-2 Certificates on any
Distribution Date, the Class X-2 Component Interest Amount less Net Interest
Shortfalls.
"Issuing REMIC": The Trust REMIC consisting of the Subaccounts.
"Issuing REMIC Residual Interest": The residual interest (as defined in
Code section 860G(a)(2)) in the Issuing REMIC.
"Net Interest Shortfalls": With respect to each Distribution Date, the
sum of (i) Soldiers' and Sailors' Shortfalls and (ii) Due Date Interest
Shortfalls, less Compensating Interest, each for the related Collection Period.
"Notional Principal Amount": The Notional Principal Amount of the Class
X-1 Certificates on any date shall equal the sum of all of the Subaccount
Principal Balances on such date. The Notional Principal Amount of the Class X-2
Certificates on any date shall equal the sum of the Component Notional Balances
for each Class of Components.
"Pass-Through Rate": With respect to each Class of Certificates (other
than the Class X-2 Certificates), on any Distribution Date, the per annum rate
for such Class set forth in the table in Section 3 hereof. With respect to any
Subaccount on any Distribution Date, the then applicable Weighted Average Net
Asset Rate.
"Pooling REMIC": The Trust REMIC consisting of the Assets and the
Distribution Account.
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"Pooling REMIC Residual Interest": The residual interest (as defined in
Code section 860G(a)(2)) in the Pooling REMIC.
"Principal Distribution Amount": The sum of the Senior Principal
Distribution Amount and the Subordinate Principal Distribution Amount.
"Private Certificates": The Class B, Class X-2 and Residual
Certificates.
"Pro Rata Portion": With respect to any Distribution Date and Class of
Subordinate Certificates, the amount equal to the fraction, the numerator of
which is such Class' Class Certificate Principal Balance immediately prior to
such Distribution Date and the denominator of which is the aggregate of the
Class Certificate Balances of the Class B Certificates immediately prior to such
Distribution Date.
"Rating Agency": Each of Duff & Xxxxxx Credit Rating Co., 00 Xxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and Xxxxx'x Investors Service,
Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
"Realized Loss": (a) With respect to each Mortgage Loan for which a
Default has occurred and a Foreclosure Advance has been made, the excess, if
any, of the aggregate of all Advances made with respect to such Mortgage Loan
over all recoveries, including recoveries in respect of the related FHA
Insurance or VA Guaranty, as applicable, made in respect of such Mortgage Loan,
(b) with respect to any Liquidated Loan, (1) the Unpaid Principal Balance of the
Liquidated Loan, plus accrued and unpaid interest on such Liquidated Loan, plus
amounts reimbursable to the Master Servicer for previously unreimbursed
Advances, minus (2) Net Liquidation Proceeds collected in respect of the
Liquidated Loan, and (c) the excess, if any, of (1) the aggregate Certificate
Principal Balance of the Class A, Class R and Class B Certificates after giving
effect to distributions of principal on such Distribution Date over (2) the
aggregate Scheduled Principal Balance of the Mortgage Loans at the end of the
related Due Period.
"Regular Certificates": The Class A Certificates, Class B Certificates,
and Class X Certificates.
"Residual Certificates": The Class R Certificates or, following the
division of the Class R Certificates into two separately transferable,
certificated and fully registered certificates in accordance with Section 9(b)
hereof, the Class R-1 Certificates and Class R-2 Certificates.
"Rule 144A Certificates": The Class B Certificates, Class X-2
Certificates and Residual Certificates.
"Scheduled Principal Balance": With respect to any Mortgage Loan as of
any Due Date, the principal balance thereof as of the Cut-off Date stated in the
related amortization schedule at the time relating thereto, after giving effect
to all principal due since the Cut-off Date to and including such Due Date less
any partial prepayments with respect to such Mortgage Loan prior to such Due
Date.
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"Senior Accelerated Distribution Percentage": For any Distribution Date
occurring prior to the Distribution Date in June 2003, 100%, and for any
Distribution Date on or after the June 2003 Distribution Date will be as
follows:
(i) for any Distribution Date from June 2003 through May
2004, the Senior Percentage for such Distribution Date plus 70% of the
Subordinate Percentage for such Distribution Date;
(ii) for any Distribution Date from June 2004 through May
2005, the Senior Percentage for such Distribution Date plus 60% of the
Subordinate Percentage for such Distribution Date;
(iii) for any Distribution Date from June 2005 through May
2006, the Senior Percentage for such Distribution Date plus 40% of the
Subordinate Percentage for such Distribution Date;
(iv) for any Distribution Date from June 2006 through May
2007, the Senior Percentage for such Distribution Date plus 20% of the
Subordinate Percentage for such Distribution Date; and
(v) for any Distribution Date after May 2007, the Senior
Percentage for such Distribution Date;
provided, however, that on any Distribution Date on which the Senior Percentage
exceeds 97.25%, the Senior Accelerated Distribution Percentage for such
Distribution Date will equal 100%.
Any scheduled reduction to the Senior Accelerated Distribution
Percentage described above shall not be made as of any Distribution Date unless
(i) the average monthly percentage of Mortgage Loans delinquent 90 days or more
over the last six months (calculated as the arithmetic mean of the percentage
values for each of the preceding six months determined by dividing the aggregate
outstanding Scheduled Principal Balance of Mortgage Loans 90 days or more
delinquent in that month by the aggregate outstanding Certificate Principal
Balance of the Class B Certificates in that month, after giving effect to
distributions in such month) is less than 200%, and (ii) aggregate Realized
Losses on the Mortgage Loans to date for such Distribution Date, if occurring
during the sixth, seventh, eighth, ninth or tenth year (or any year thereafter)
after the Closing Date, are less than 15%, 20%, 25%, 30% or 35%, respectively,
of the sum of the initial Certificate Principal Balance of the Class B
Certificates. Notwithstanding the foregoing, upon reduction of the Certificate
Principal Balances of the Senior Certificates to zero, the Senior Accelerated
Distribution Percentage will equal 0%.
"Senior Certificates": The Class R, Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5 and Class X Certificates.
"Senior Percentage": On the initial Distribution Date, 97.25%, and
thereafter for each succeeding Distribution Date will be recalculated to equal
the percentage equal to the aggregate
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Certificate Principal Balance of the Senior Certificates (other than the Class X
Certificates) immediately prior to such Distribution Date divided by the
aggregate Scheduled Principal Balance of all of the Mortgage Loans immediately
prior to the first day of the related Due Period; subject to a cap of 100%.
"Senior Principal Distribution Amount": With respect to any
Distribution Date, the lesser of (a) the balance of the Available Distribution
Amount remaining after the distribution of the Interest Distribution Amount
allocable to each Class of the Senior Certificates and (b) the sum of the
amounts described in clauses (i) through (ii) below.
(i) the product of (A) the then-applicable Senior Percentage and
(B) the sum of the principal portion of all Monthly Payments on the Mortgage
Loans due on the related Due Date, whether or not received on or prior to the
related Determination Date; plus
(ii) the product of (A) the then-applicable Senior Accelerated
Distribution Percentage and (B) all unscheduled payments or collections of
principal in respect of the Mortgage Loans received during the preceding
calendar month (including the principal portion of proceeds of the repurchase of
a Mortgage Loan, full and partial Mortgagor prepayments, Foreclosure Advances
and Net Liquidation Proceeds).
"Senior Subaccounts": The Class R, Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-5 Subaccounts.
"Servicing Fee Rate": 1.00% per annum.
"Subaccount": Each of the following twelve subaccounts established
solely for purposes of the REMIC Provisions by the Trustee, which have the
Pass-Through Rates and initial Subaccount Principal Balances set forth below:
INITIAL
PASS-THROUGH SUBACCOUNT
SUBACCOUNT RATE PRINCIPAL BALANCE
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A-1 (1) $198,644,000
A-2 (1) $ 19,915,000
A-3 (1) $ 66,363,000
A-4 (1) $ 66,347,000
A-5 (1) $ 19,160,000
B-1 (1) $ 1,904,000
B-2 (1) $ 952,000
B-3 (1) $ 952,000
B-4 (1) $ 1,904,000
B-5 (1) $ 1,904,000
B-6 (1) $ 2,913,024
R (1) $ 100
(1) The Pass-Through Rate on each Subaccount for any
Distribution Date shall be equal to the Weighted Average Net Asset
Rate.
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The final scheduled Distribution Date for each Subaccount is the June,
2028 Distribution Date. For purposes of Treasury Regulation Section
1.860G-1(a)(4), the latest possible maturity date for each of the Subaccounts
shall be the June, 2028 Distribution Date.
"Subaccount Principal Balance": With respect to each Subaccount, on any
date of determination, the amount identified as the "Initial Subaccount
Principal Balance" of such Subaccount in the definition of "Subaccount" above,
minus all amounts allocated to such Subaccount in reduction of its Subaccount
Principal Balance pursuant to Sections 5(a) and 6 hereof.
"Subordinate Certificates": The Class B Certificates.
"Subordinate Percentage": 100% less the Senior Percentage.
"Subordinate Principal Distribution Amount": With respect to any
Distribution Date, the lesser of (a) the balance of the Available Distribution
Amount remaining after the distribution of the Interest Distribution Amount
allocable to the Senior Certificates, the Senior Principal Distribution Amount
and the Interest Distribution Amount allocable to the Subordinate Certificates
and (b) the sum of the amounts described in clauses (i) through (ii) below:
(i) the product of (A) the then-applicable Subordinate Percentage and
(B) the principal portion of all Monthly Payments on the Mortgage Loans due on
the related Due Date, whether or not received on or prior to the related
Determination Date; plus
(ii) the portion of all unscheduled payments or collections of
principal in respect of the Mortgage Loans received during the preceding
calendar month (including the principal portion of proceeds of the repurchase of
a Mortgage Loan, full and partial Mortgagor prepayments, Foreclosure Advances
and Net Liquidation Proceeds) allocable to the Subordinate Certificates.
"Trustee": The Bank of New York, a New York banking corporation, not in
its individual capacity but solely as Trustee under this Pooling and Servicing
Agreement, or any successor trustee appointed as herein provided. Notices to the
Trustee shall be sent to Corporate Trust Department, 000 Xxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attn: UPMFC Trust 1998-1 (the "Corporate Trust Office"),
or its successor in interest.
"Trustee Fee Rate": 0.012% per annum.
"Trust REMIC": Each of the Pooling REMIC and the Issuing REMIC.
"Underwriter": Xxxxxx Xxxxxxx & Co. Incorporated (whose address is 0000
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000).
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"Weighted Average Net Asset Rate": With respect to any Distribution
Date, the weighted average of the Asset Rates applicable to the Monthly Payments
that were due during the related Collection Period on Mortgage Loans that were
Outstanding at the beginning of the related Prepayment Period, less the
Servicing Fee Rate and the Trustee Fee Rate.
SECTION 3. CERTIFICATES.
The aggregate initial principal amount of Certificates that may be
executed and delivered under this Pooling and Servicing Agreement is limited to
$380,958,124 except for Certificates executed and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Certificates pursuant to
Sections 5.04 or 5.07 of the Standard Terms. The Certificates shall be issued in
fourteen Classes having the designations, initial Certificate Principal
Balances, initial Notional Principal Amounts, Pass-Through Rates and Final
Scheduled Distribution Dates set forth or described below:
INITIAL FINAL
CERTIFICATE SCHEDULED
PRINCIPAL PASS THROUGH DISTRIBUTION
DESIGNATION BALANCE RATE DATE(5)
----------- ----------- ------------ ------------
A-1 $198,644,000 6.350% June 15, 2028
A-2 $ 19,915,000 6.450% June 15, 2028
A-3 $ 66,363,000 6.600% June 15, 2028
A-4 $ 66,347,000 6.800% June 15, 2028
A-5 $ 19,160,000 6.750% June 15, 2028
B-1 $ 1,904,000 6.950% June 15, 2028
B-2 $ 952,000 6.950% June 15, 2028
B-3 $ 952,000 6.950% June 15, 2028
B-4 $ 1,904,000 6.950% June 15, 2028
B-5 $ 1,904,000 6.950% June 15, 2028
B-6 $ 2,913,024 6.950% June 15, 2028
X-1 (1) (2) June 15, 2028
X-2 (1) (3) June 15, 2028
R(4) $ 100 6.950% June 15, 2028
(1) Each of the Class X-1 and Class X-2 Certificates
shall have no Certificate Principal Balance, and will bear interest
based on their Notional Principal Amount.
(2) The Pass-Through Rate for the Class X-1 Certificates
on each Distribution Date will be equal to the product of (a) the
excess of (i) the Weighted Average of the Pass-Through Rate on the
Subaccounts for such Distribution Date over (ii) 6.950% per annum and
(b) 0.52356.
(3) The Class X-2 Certificates represent beneficial
ownership of the Class X-2 Components. The Class X-2 Certificates have
no Pass-Through Rate, but will be entitled to receive, on each
Distribution Date, the Class X-2 Component Interest Amount.
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(4) The Class R Certificates shall represent the
beneficial ownership of the residual interest in both the Pooling REMIC
and the Issuing REMIC. Following the division of the Class R
Certificates into two separately transferable, certificated and fully
registered certificates in accordance with Section 9(b) hereof, the
Class R-1 registered Certificates shall have a Certificate Principal
Balance of $100 (unless previously paid) and a Pass-Through Rate of
6.950%, and shall represent the residual interest in the Issuing REMIC,
and the Class R-2 Certificates shall have no Certificate Principal
Balance and no Pass-Through Rate and shall represent the residual
interest in the Pooling REMIC.
(5) For purposes of Treasury Regulation Section
1.860G-1(a)(4), the latest possible maturity date of each Class of
Certificates shall be the Final Scheduled Distribution Date.
SECTION 4. DENOMINATIONS.
The Book-Entry Certificates will be registered as one or more
certificates in the name of the Clearing Agency or its nominee. Beneficial
interests in the Book-Entry Certificates will be held by the Beneficial Owners
through the book-entry facilities of the Clearing Agency, in minimum
denominations of $1,000 and integral multiples of $1 in excess thereof, in
respect of the Class A Certificates, and in minimum denominations of $1,000,000
Notional Principal Amount and integral multiples of $1,000,000 in excess
thereof, with one Certificate of such Class evidencing an additional amount
equal to the remainder of the Notional Principal Amount thereof in respect of
the Class X-1 Certificates.
The Class B, Class X-2 and the Residual Certificates will be issued in
certificated, fully registered form. Each Class of the Class B Certificates will
be issued in minimum denominations of $100,000 and integral multiples of $1,000
in excess thereof, except that on Certificate of each Class may be issued in a
different denomination that evidences the remainder of the aggregate initial
Certificate Principal Balance of each such Class. The Class X-2 Certificates and
the Residual Certificates will be issued in minimum Percentage Interests equal
to 10%.
SECTION 5. DISTRIBUTIONS.
(a) On each Distribution Date, the Trustee (or the Paying Agent on
behalf of the Trustee) shall allocate the Available Distribution Amount to the
various Subaccounts, in the following manner and in the following order of
priority:
(i) First, concurrently, to each Senior Subaccount, (A)
first, its Interest Distribution Amount for such Distribution Date,
with the Available Distribution Amount being allocated among the Senior
Subaccounts pro rata based on their respective Interest Distribution
Amounts, and (B) second, the related Carryover Interest Amount for such
Distribution Date, if any, with the Available Distribution Amount being
allocated among the Senior Subaccounts pro rata based on their
respective Carryover Interest Amounts;
(ii) Second, to the Senior Subaccounts, the Senior
Principal Distribution Amount allocated sequentially to the Senior
Subaccounts first to the Class R Subaccount
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and thereafter to the Class A Subaccounts in the order of their
numerical designations, in each case in reduction of the Subaccount
Principal Balance of each such Subaccount, until it has been reduced to
zero; provided, however, that on any Distribution Date on which either
(A) the Pool Scheduled Principal Balance is less than the aggregate
Subaccount Principal Balance of the Senior Subaccounts immediately
prior to such Distribution Date or (B) is the Credit Support Depletion
Date, the Senior Principal Distribution Amount will be allocated among
the Senior Subaccounts pro rata based upon their respective Subaccount
Principal Balances;
(iii) Third, to the Class B-1 Subaccount, the related
Interest Distribution Amount for such Distribution Date;
(iv) Fourth, to the Class B-1 Subaccount, the
Corresponding Certificates' Pro Rata Portion of the Subordinate
Principal Distribution Amount in reduction of the related Subaccount
Principal Balance, until it has been reduced to zero;
(v) Fifth, to the Class B-2 Subaccount, the related
Interest Distribution Amount for such Distribution Date;
(vi) Sixth, to the Class B-2 Subaccount, the Corresponding
Certificates' Pro Rata Portion of the Subordinate Principal
Distribution Amount in reduction of the related Subaccount Principal
Balance, until it has been reduced to zero;
(vii) Seventh, to the Class B-3 Subaccount, the related
Interest Distribution Amount for such Distribution Date;
(viii) Eighth, to the Class B-3 Subaccount, the
Corresponding Certificates' Pro Rata Portion of the Subordinate
Principal Distribution Amount in reduction of the related Subaccount
Principal Balance, until it has been reduced to zero;
(ix) Ninth, to the Class B-4 Subaccount, the related
Interest Distribution Amount for such Distribution Date;
(x) Tenth, to the Class B-4 Subaccount, the Corresponding
Certificates' Pro Rata Portion of the Subordinate Principal
Distribution Amount in reduction of the related Subaccount Principal
Balance, until it has been reduced to zero;
(xi) Eleventh, to the Class B-5 Subaccount, the related
Interest Distribution Amount for such Distribution Date;
(xii) Twelfth, to the Class B-5 Subaccount, the
Corresponding Certificates' Pro Rata Portion of the Subordinate
Principal Distribution Amount in reduction of the related Subaccount
Principal Balance, until it has been reduced to zero;
(xiii) Thirteenth, to the Class B-6 Subaccount, the related
Interest Distribution Amount for such Distribution Date;
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(xiv) Fourteenth, to the Class B-6 Subaccount, the
Corresponding Certificates' Pro Rata Portion of the Subordinate
Principal Distribution Amount in reduction of the related Subaccount
Principal Balance, until it has been reduced to zero; and
(xv) Finally, any remainder to Holders of the Pooling
REMIC Residual Interest.
(b) On each Distribution Date, after all Subaccount allocations
have been made as described in Section 5(a) above, the Trustee (or the Paying
Agent on behalf of the Trustee) shall withdraw all amounts allocated to the
various Subaccounts, and shall distribute such amounts in the following manner
and in the following order of priority:
(i) First, concurrently, to each Class of Senior
Certificates, its Interest Distribution Amount for such Distribution
Date, with the Available Distribution Amount being allocated among such
Classes pro rata based on their respective Interest Distribution
Amounts for such Distribution Date;
(ii) Second, to the Senior Certificates (other than the
Class X Certificates), the Senior Principal Distribution Amount
allocated first to the Class R Certificates and next sequentially to
each Class of the Class A Certificates in the order of their numerical
designations, in each case in reduction of the Certificate Principal
Balance of each such Class, until it has been reduced to zero;
provided, however, that on any Distribution Date which is on or after
the Credit Support Depletion Date, the Senior Principal Distribution
Amount will be allocated among the Senior Certificates (other than the
Class X Certificates) pro rata based upon their respective Certificate
Principal Balances immediately prior to such Distribution Date;
(iii) Third, to the Class B-1 Certificates, the related
Interest Distribution Amount for such Distribution Date;
(iv) Fourth, to the Class B-1 Certificates, the Class B-1
Certificates' Pro Rata Portion of the Subordinate Principal
Distribution Amount in reduction of the Certificate Principal Balance
of such Class, until it has been reduced to zero;
(v) Fifth, to the Class B-2 Certificates, the related
Interest Distribution Amount for such Distribution Date;
(vi) Sixth, to the Class B-2 Certificates, the Class B-2
Certificates' Pro Rata Portion of the Subordinate Principal
Distribution Amount in reduction of the Certificate Principal Balance
of such Class, until it has been reduced to zero;
(vii) Seventh, to the Class B-3 Certificates, the related
Interest Distribution Amount for such Distribution Date;
(viii) Eighth, to the Class B-3 Certificates, the Class B-3
Certificates' Pro Rata Portion of the Subordinate Principal
Distribution Amount in reduction of the Certificate Principal Balance
of such Class, until it has been reduced to zero;
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(ix) Ninth, to the Class B-4 Certificates, the related
Interest Distribution Amount for such Distribution Date;
(x) Tenth, to the Class B-4 Certificates, the Class B-4
Certificates' Pro Rata Portion of the Subordinate Principal
Distribution Amount in reduction of the Certificate Principal Balance
of such Class, until it has been reduced to zero;
(xi) Eleventh, to the Class B-5 Certificates, the related
Interest Distribution Amount for such Distribution Date;
(xii) Twelfth, to the Class B-5 Certificates, the Class B-5
Certificates' Pro Rata Portion of the Subordinate Principal
Distribution Amount in reduction of the Certificate Principal Balance
of such Class, until it has been reduced to zero;
(xiii) Thirteenth, to the Class B-6 Certificates, the
related Interest Distribution Amount for such Distribution Date;
(xiv) Fourteenth, to the Class B-6 Certificates, the Class
B-6 Certificates' Pro Rata Portion of the Subordinate Principal
Distribution Amount in reduction of the Certificate Principal Balance
of such Class, until it has been reduced to zero;
(xv) Fifteenth, to the Trustee, for any unpaid expenses;
and
(xvi) Finally, any remainder to the holders of the Issuing
REMIC Residual Interest.
(c) All distributions or allocations made with respect to each
Class on each Distribution Date shall be allocated pro rata among the
outstanding Certificates of such Class based on their respective Percentage
Interests. So long as the Book-Entry Certificates are registered in the name of
a Clearing Agency or its nominee, the Trustee shall make all distributions or
allocations on such Certificates by wire transfers of immediately available
funds to the Clearing Agency or its nominee. In the case of Certificates issued
in fully-registered, certificated form, payment shall be made either (i) by
check mailed to the address of each Certificateholder as it appears in the
Certificate Register on the Record Date immediately prior to such Distribution
Date or (ii) by wire transfer of immediately available funds to the account of a
Holder at a bank or other entity having appropriate facilities therefor, if such
Holder shall have so notified the Trustee in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date and such
Holder is (A) with respect to any Class B Certificates issued on or after the
Closing Date in certificated, fully-registered form, the registered owner of
Class A Certificates or Class B Certificates with an aggregate initial
Certificate Principal Balance of at least $1,000,000, and (B) with respect to
the Residual Certificates or Class X Certificates, the registered owner of the
Residual Certificates or Class X Certificates evidencing an aggregate Percentage
Interest of at least 50%. The Trustee may charge any Holder its standard wire
transfer fee for any payment made by wire transfer. Final distribution on the
Certificates will be made only upon surrender of the Certificates at the offices
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of the Trustee set forth in the notice of such final distribution sent by the
Trustee to all Certificateholders pursuant to Section 9.01 of the Standard
Terms.
(d) (1) Any amounts remaining in the Distribution Account on any
Distribution Date after all allocations and distributions required to be made by
this Pooling and Servicing Agreement have been made, and any amounts remaining
in the Pooling REMIC after payment in full of all of the Regular Interests
therein and any administrative expenses associated with the Trust, will be
distributed to the Holders of the Pooling REMIC Residual Interest.
(2) Any amounts remaining in the Subaccounts on any Distribution
Date after all distributions required to be made by this Pooling and Servicing
Agreement have been made, and any amounts remaining in the Issuing REMIC after
payment in full of the Regular Interests therein and any administrative expenses
associated with the Trust, will be distributed to the Holders of the Issuing
REMIC Residual Interest.
SECTION 6. ALLOCATION OF REALIZED LOSSES.
On each Distribution Date, after all required distributions have been
made on the Certificates pursuant to Section 5 above, Realized Losses, if any,
shall be allocated on such Distribution Date in the following manner and in the
following order of priority:
(i) First, to the Class B-6 Subaccount, to be applied in
reduction of the Subaccount Principal Balance of such Subaccount, until
the Subaccount Principal Balance has been reduced to zero;
(ii) Second, to the Class B-5 Subaccount, to be applied in
reduction of the Subaccount Principal Balance of such Subaccount, until
the Subaccount Principal Balance has been reduced to zero;
(iii) Third, to the Class B-4 Subaccount, to be applied in
reduction of the Subaccount Principal Balance of such Subaccount, until
the Subaccount Principal Balance has been reduced to zero;
(iv) Fourth, to the Class B-3 Subaccount, to be applied in
reduction of the Subaccount Principal Balance of such Subaccount, until
the Subaccount Principal Balance has been reduced to zero;
(v) Fifth, to the Class B-2 Subaccount, to be applied in
reduction of the Subaccount Principal Balance of such Subaccount, until
the Subaccount Principal Balance has been reduced to zero;
(vi) Sixth, to the Class B-1 Subaccount, to be applied in
reduction of the Subaccount Principal Balance of such Subaccount, until
the Subaccount Principal Balance has been reduced to zero; and
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(vii) Finally, to each Class A Subaccount, pro rata, to be
applied in reduction of the Subaccount Principal Balances of such
Subaccounts, until each such Subaccount Principal Balance has been
reduced to zero.
Realized Losses allocated to the Class B-6, Class B-5, Class B-4, Class
B-3, Class B-2, Class B-1 and Class A Subaccounts pursuant to this Section 6
shall be allocated to the Class B-6, Class B-5, Class B-4, Class B-3, Class B-2,
Class B-1 and Class A Certificates, respectively, until the Certificate
Principal Balance of each such Class has been reduced to zero.
SECTION 7. REMITTANCE REPORTS.
(a) The Remittance Report for each Distribution Date shall
identify the following items, in addition to the items specified in Section 4.01
of the Standard Terms:
(1) the Interest Distribution Amount for each Class for
such Distribution Date and the Carryover Interest Amount, for each
Class of the Certificates for such Distribution Date;
(2) the amount to be distributed on such Distribution
Date on each Class of the Certificates to be applied to reduce the
Certificate Principal Balance of such Class (which will be equal to the
amount to be allocated on such Distribution Date on the Corresponding
Subaccount to be applied to reduce the Subaccount Principal Balance of
such Subaccount), separately identifying any portion of such amount
attributable to any prepayments;
(3) the aggregate amount, if any, to be distributed on
the Residual Certificates;
(5) the Certificate Principal Balance of each Class of
the Certificates (which will be equal to the Subaccount Principal
Balance of the Corresponding Subaccount) after giving effect to the
distributions to be made on such Distribution Date; and
(6) the aggregate Interest Distribution Amount remaining
unpaid, if any, and the aggregate Carryover Interest Amount remaining
unpaid, if any, for each Class of Certificates, after giving effect to
all distributions to be made on such Distribution Date.
In the case of information furnished pursuant to clauses (1), (2) and
(3) above, the amounts shall be expressed, with respect to any Class A, Class R
or Class B Certificate, as a dollar amount per $1,000 denomination, and in the
case of the Class X Certificates, as a dollar amount per $1,000,000 Notional
Principal Amount denomination.
(b) In addition to mailing a copy of the related Remittance Report
to each Certificateholder on each Distribution Date in accordance with Section
4.01 of the Standard Terms, on each Distribution Date, the Trustee shall mail a
copy of the related Remittance Report to the Underwriter (to the attention of
the person, if any, reported to the Trustee by the Underwriter), to the Seller
and to The Bloomberg (to the address and to the person, if any specified to the
Trustee by the Underwriter). The Trustee shall not be obligated to mail any
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Remittance Report to The Bloomberg unless and until the Underwriter shall have
notified the Trustee in writing of the name and address to which such reports
are to be mailed, which notice, once delivered, will be effective for all
Distribution Dates after the date such notice is received by the Trustee unless
and until superseded by a subsequent notice.
SECTION 8. MASTER SERVICER MAY RETAIN SERVICING FEES FROM COLLECTIONS.
The Master Servicer may retain its Servicing Fee and any other
servicing compensation provided for herein and in the Standard Terms from gross
interest collections on the Assets prior to depositing such collections into the
Certificate Account.
SECTION 9. REMIC ADMINISTRATION.
(a) For purposes of the REMIC Provisions, all of the Certificates
(except the Class X-2 Certificates and the Residual Certificates) and each of
the Class X-2 Components, will be designated as the "regular interests" in the
Issuing REMIC, the twelve Subaccounts will be designated as the "regular
interests" in the Pooling REMIC, the Class R Certificates will be designated as
the "residual interest" in each of the Issuing REMIC and the Pooling REMIC and,
following the division of the Class R Certificates into two separately
transferable, certificated and fully registered certificates in accordance with
Section 9(b) below, the Class R-1 Certificates will be designated as the
"residual interest" in the Issuing REMIC and the Class R-2 Certificates will be
designated as the "residual interest" in the Pooling REMIC.
(b) Upon the request of any registered Holder of a Class R
Certificate, the Trustee shall issue to such Holder two separately transferable,
certificated and fully registered Certificates (a Class R-1 Certificate and a
Class R-2 Certificate), in substantially the forms of Exhibit R-1 and Exhibit
R-2 attached hereto. In the event that the Class R Certificates are exchanged
for separately transferrable Class R-1 and Class R-2 Certificates: (1) the Class
R-1 Certificates will be designated as the residual interest in the Issuing
REMIC, (2) the Class R-2 Certificates will be designated as the residual
interest in the Pooling REMIC, (3) the Holders of a majority of the Percentage
Interest in the Class R-1 Certificates together with the Holders of a majority
of the Percentage Interest in the Class R-2 Certificates will have the option to
make a Terminating Purchase given to the Holders of a majority of the Percentage
Interest in the Residual Certificates pursuant to Section 9.01 of the Standard
Terms, and (4) the restrictions on the transfer of a Residual Certificate
provided in the Standard Terms will apply to both the Class R-1 and the Class
R-2 Certificates.
SECTION 10. VOTING RIGHTS.
The Voting Rights applicable to the Certificates shall be allocated
one-third of 1% to each of the Class R Certificates, the Class X-1 Certificates
and the Class X-2 Certificates, and 99% to each Class of the Class A
Certificates and the Class B Certificates, in proportion with their respective
Certificate Principal Balances on any date of determination.
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SECTION 11. GOVERNING LAW.
The Pooling and Servicing Agreement shall be construed in accordance
with and governed by the laws of the State of New York applicable to agreements
made and to be performed therein. The parties hereto agree to submit to the
personal jurisdiction of all federal and state courts sitting in the State of
New York and hereby irrevocably waive any objection to such jurisdiction. In
addition, the parties hereto hereby irrevocably waive any objection that they
may have to the laying of venue of any suit, action or proceeding arising out of
or relating to this Agreement in any federal or state court sitting in the State
of New York, and further irrevocably waive any claim that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient
forum.
SECTION 12. FORMS OF CERTIFICATES.
Each of the Schedules and Exhibits attached hereto or referenced herein
are incorporated herein by reference as contemplated by the Standard Terms. Each
Class of Certificates shall be in substantially the related form attached
hereto, as set forth in the Index to Schedules and Exhibits attached hereto.
SECTION 13. COUNTERPARTS.
This Pooling and Servicing Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.
SECTION 14. ENTIRE AGREEMENT.
This Pooling and Servicing Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof, and fully
supersedes any prior or contemporaneous agreements relating to such subject
matter.
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IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Trustee,
and the Contract of Insurance Holder each have caused this Pooling and Servicing
Agreement to be duly executed by their respective officers thereunto duly
authorized and their respective signatures duly attested all as of the day and
year first above written.
UNION PLANTERS MORTGAGE FINANCE
CORP., AS DEPOSITOR
By: /s/ Xxxx X. Xxxx
-----------------------------------------
Name: Xxxx X. Xxxx
Title: President
UNION PLANTERS BANK, N.A., AS MASTER
SERVICER
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
THE BANK OF NEW YORK, AS TRUSTEE
By: /s/ Xxxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Assistant Vice President
THE BANK OF NEW YORK, AS CONTRACT OF
INSURANCE HOLDER
By: /s/ Xxxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Assistant Vice President
ACKNOWLEDGED AND AGREED
-----------------------
UNION PLANTERS BANK, N.A., AS
CLAIMS ADMINISTRATOR
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
X-00
00
XXXXX XX XXXXXXXXX )
) s.
COUNTY OF SHELBY )
The foregoing instrument was acknowledged before me in the County of
Shelby this 26th day of May, 1998 by Xxxx X. Xxxx, the President of Union
Planters Mortgage Finance Corp., a Delaware corporation, on behalf of
the corporation.
/s/ Xxxxxxx X. XxXxxxxx
-----------------------------------
Notary Public
My Commission expires: March 27, 0000
XXXXX XX XXX XXXX )
) s.
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me in the County of
New York this 27th day of May, 1998 by Xxxxx X. Xxxxxxxx, a Senior Vice
President of Union Planters Bank, N.A., a national banking association, on
behalf of the association.
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Notary Public
My Commission expires: November 10, 0000
X-00
00
XXXXX XX XXX XXXX )
) s.
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me in the City of
New York, this 27th day of May, 1998, by Xxxxxxxx Xxxxxx, an Assistant
Vice President of The Bank of New York, a New York banking corporation, on
behalf of the corporation.
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Notary Public
My Commission expires: November 10, 0000
XXXXX XX XXX XXXX )
) s.
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me in the County of
New York this 27th day of May, 1998 by Xxxxxxxx Xxxxxx, an Assistant
Vice President of The Bank of New York, a New York banking corporation, on
behalf of the corporation.
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Notary Public
My Commission expires: November 10, 1999
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INDEX TO SCHEDULES AND EXHIBITS
SCHEDULE I Mortgage Loan Schedule
EXHIBIT A-1 Form of Class A-1 Certificate
EXHIBIT A-2 Form of Class A-2 Certificate
EXHIBIT A-3 Form of Class A-3 Certificate
EXHIBIT A-4 Form of Class A-4 Certificate
EXHIBIT A-5 Form of Class A-5 Certificate
EXHIBIT X-1 Form of Class X-1 Certificate
EXHIBIT X-2 Form of Class X-2 Certificate
EXHIBIT B-1 Form of Class B-1 Certificate
EXHIBIT B-2 Form of Class B-2 Certificate
EXHIBIT B-3 Form of Class B-3 Certificate
EXHIBIT B-4 Form of Class B-4 Certificate
EXHIBIT B-5 Form of Class B-5 Certificate
EXHIBIT B-6 Form of Class B-6 Certificate
EXHIBIT R Form of Class R Certificate
