<PAGE> 1
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) February 26, 1999
-----------------
Union Planters Mortgage Finance Corp.
--------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 333-35471 62-1712370
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7130 Goodlett Farms Parkway, Cordova, Tennessee 38018
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (901) 580-6000
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- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE> 2
Item 5. Other Events.
On February 26, 1999, the Registrant caused the issuance and sale of
$132,467,434 aggregate initial principal amount of Mortgage Pass-Through
Certificates, Series 1999-1 (the "Certificates") pursuant to the Series 1999-1
Pooling and Servicing Agreement, dated as of February 1, 1999 (the "Pooling and
Servicing Agreement"), among the Registrant, Union Planters Bank, National
Association, as Master Servicer and as Contract of Insurance Holder, and The
Bank of New York, as Trustee, and the related Standard Terms to the Pooling and
Servicing Agreement (May 1998 Edition) (the "Standard Terms"). The Certificates
were issued in thirteen Classes with Pass-Through Rates and initial Certificate
Principal Balances as set forth below:
<TABLE>
<CAPTION>
INITIAL FINAL
CERTIFICATE SCHEDULED
PRINCIPAL PASS THROUGH DISTRIBUTION
DESIGNATION BALANCE RATE DATE(4)
----------- ----------- ------------ --------------
<S> <C> <C> <C>
A-1 $78,361,000 6.250% April 15, 2029
A-2 $15,100,186 6.250% April 15, 2029
A-3 $35,000,000 6.250% April 15, 2029
PO $ 33,118 0.000% April 15, 2029
B-1 $ 662,172 6.250% April 15, 2029
B-2 $ 331,086 6.250% April 15, 2029
B-3 $ 331,086 6.250% April 15, 2029
B-4 $ 662,172 6.250% April 15, 2029
B-5 $ 662,172 6.250% April 15, 2029
B-6 $ 1,324,341 6.250% April 15, 2029
X-1 (1) (2) April 15, 2029
X-2 (1) (2) April 15, 2029
R(3) $ 100 6.250% April 15, 2029
</TABLE>
(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 each of the Class X-1
Certificates and the Class X-2 Certificates on each Distribution Date
will be equal to one-half the product of the excess of (i) the Weighted
Average Net Asset Rate, as of the first day of the related Collection
Period, with respect to the Non-Discount Mortgage Loans over (ii)
6.250% per annum.7
(3) The Class R Certificates shall represent the residual
interest in the REMIC. The Class R Certificates shall have a
Certificate Principal Balance of $100 (unless previously paid) and a
Pass-Through Rate of 6.250% per annum.
(4) For purposes of Treasury Regulation ss.1.860G-1(a)(4), the
latest possible maturity date of each Class of Certificates shall be
the Final Scheduled Distribution Date.
The Certificates evidence, in the aggregate, the entire beneficial
ownership interest in UPMFC Trust 1999-1 (the "Trust"), which consists primarily
of a pool of Mortgage Loans
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<PAGE> 3
transferred to the Trust by the Registrant pursuant to the Pooling and Servicing
Agreement. The Mortgage Loans were purchased by the Registrant in a
privately-negotiated transaction with Union Planters Bank, National Association,
a national banking association (the "Bank") pursuant to a Sales Agreement, dated
as of February 1, 1999, between the Registrant and the Bank. An election will be
made to the assets owned by the Trust as a "real estate mortgage investment
conduit" (a "REMIC") under the Internal Revenue Code of 1986, as amended. The
Certificates, except for the Class R Certificates, will be designated as the
"regular interests" the REMIC. The Class R Certificates will be designated as
the "residual interests" in the REMIC.
The Class A-1, Class A-2 and Class A-3 Certificates are collectively
referred to herein as the "Offered Certificates." Each Class of Offered
Certificates are senior to the Class B Certificates. The Offered Certificates,
the Class PO Certificates, the Class X-1 Certificates, the Class X-2
Certificates and the Class R Certificates are senior to the Class B
Certificates.
The Offered Certificates have been sold by the Registrant to Morgan
Stanley & Co. Incorporated (the "Underwriter") pursuant to an Underwriting
Agreement dated February 9, 1999, among the Underwriter, the Registrant and the
Bank. The Class PO, Class X-1, Class X-2 and Class R Certificates have been
transferred to the Bank, an affiliate of the Registrant. The Class B
Certificates have been transferred to Union Planters Corporation, a Tennessee
corporation and an affiliate of the Registrant.
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement or, if not defined in
the Pooling and Servicing Agreement, the meanings assigned to them in the
Standard Terms.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits
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4.1 Copy of the Series 1999-1 Pooling and Servicing Agreement,
dated as of February 1, 1999, by and among the Registrant,
Union Planters Bank, National Association, as Master Servicer
and Contract of Insurance Holder, and The Bank of New York, as
Trustee (related exhibits available upon request of the Master
Servicer).
4
<PAGE> 5
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.
February 26, 1999 UNION PLANTERS MORTGAGE
FINANCE CORP. (Registrant)
By: /s/ Mark Mosteller
------------------
Name: Mark Mosteller
Title: Vice President
5
<PAGE> 6
INDEX TO EXHIBITS
4.1 Copy of the Series 1999-1 Pooling and Servicing Agreement, dated as of
February 1, 1999, by and among the Registrant, Union Planters Bank,
National Association, as Master Servicer and Contract of Insurance
Holder, and The Bank of New York, as Trustee (related exhibits
available upon request of the Master Servicer).
6
<PAGE> 1
EXHIBIT 4.1
===========================================
UNION PLANTERS MORTGAGE FINANCE CORP.,
AS DEPOSITOR,
UNION PLANTERS BANK, NATIONAL ASSOCIATION,
AS MASTER SERVICER,
THE BANK OF NEW YORK, AS
TRUSTEE
AND
UNION PLANTERS BANK, NATIONAL ASSOCIATION, AS
CONTRACT OF INSURANCE HOLDER
----------
SERIES 1999-1 POOLING AND SERVICING AGREEMENT
DATED AS OF FEBRUARY 1, 1999
----------
UNION PLANTERS MORTGAGE FINANCE CORP.,
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1999-1
===========================================
<PAGE> 2
THIS SERIES 1999-1 POOLING AND SERVICING AGREEMENT, dated as of
February 1, 1999, is made with respect to the formation of UPMFC Trust 1999-1
(the "Trust") among UNION PLANTERS MORTGAGE FINANCE CORP., a Delaware
corporation (the "Depositor"), UNION PLANTERS BANK, NATIONAL ASSOCIATION, 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 UNION PLANTERS BANK, NATIONAL ASSOCIATION, a national
banking association, 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
$132,467,434, to be known as the Mortgage Pass-Through Certificates, Series
1999-1 (the "Certificates"). The Certificates consist of 13 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 a real estate
mortgage investment conduit (the "REMIC") for federal income tax purposes. The
"startup day" for purposes of the REMIC Provisions is the Closing Date.
GRANTING CLAUSES
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 Prepayments, Net 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
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<PAGE> 3
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) 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 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 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.
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.
"Carryover Interest Amount": With respect to each Class of Certificates
and each Distribution Date, all amounts that were distributable on such Class as
Interest Distribution Amounts on any previous Distribution Dates that remain
undistributed.
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"Claims Administrator": Union Planters Bank, National Association, a
national banking association, or any successor thereof.
"Class A Certificates": The Class A-1 Certificates, Class A-2
Certificates and Class A-3 Certificates.
"Class A-1 Certificates": The Class A-1 Certificates created pursuant
to Section 3 hereof.
"Class A-2 Certificates": The Class A-2 Certificates created pursuant
to Section 3 hereof.
"Class A-3 Certificates": The Class A-3 Certificates created pursuant
to Section 3 hereof.
"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-1 Certificates": The Class B-1 Certificates created pursuant
to Section 3 hereof.
"Class B-2 Certificates": The Class B-2 Certificates created pursuant
to Section 3 hereof.
"Class B-3 Certificates": The Class B-3 Certificates created pursuant
to Section 3 hereof.
"Class B-4 Certificates": The Class B-4 Certificates created pursuant
to Section 3 hereof.
"Class B-5 Certificates": The Class B-5 Certificates created pursuant
to Section 3 hereof.
"Class B-6 Certificates": The Class B-6 Certificates created pursuant
to Section 3 hereof.
"Class PO Certificates": The Class PO Certificates created pursuant to
Section 3 hereof.
"Class PO Deferred Amount": With respect to each Mortgage Loan for
which a Realized Loss occurs, the PO Percentage of such Realized Loss; provided,
however, that the Class PO Deferred Amount distributable on any Distribution
Date shall not exceed the excess, if any, of the Available Distribution Amount
remaining after giving effect to distributions in Section 5 herein over the
aggregate of the Interest Distribution Amounts payable to the Subordinate
Certificates then outstanding; and provided further, that no distributions shall
be made in respect of the Class PO Deferred Amount after the Credit Support
Depletion Date.
"Class PO Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the sum of the PO Percentage of the principal
portions of all scheduled 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 sum of the PO Percentages of all unscheduled
payments or collections of principal in respect of the Mortgage Loans received
during the preceding calendar month (including the PO Percentage the principal
portion of proceeds of the repurchase of a Mortgage Loan, full and partial
Mortgagor prepayments, Foreclosure Advances and Net Liquidation Proceeds).
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"Class R Certificates": The Class R Certificates, which represent
beneficial ownership of the REMIC Residual Interest.
"Class X Certificates": The Class X-1 and Class X-2 Certificates, each
created pursuant to Section 3 hereof.
"Class X-1 Certificates": The Class X-1 Certificates created pursuant
to Section 3 hereof.
"Class X-2 Certificates": The Class X-2 Certificates created pursuant
to Section 3 hereof.
"Closing Date": February 26, 1999.
"Contract of Insurance Holder": Union Planters Bank, National
Association, a national banking association, or any successor appointed as
herein provided. Notices to the Contract of Insurance Holder shall be sent to
Union Planters Bank, National Association, 7130 Goodlett Farms Parkway, Cordova,
Tennessee 38018 Attn: UPMFC Trust 1999-1, or its successor in interest.
"Corporate Trust Office": The address set forth hereinbelow under
"Trustee".
"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": February 1, 1999.
"Declaration of Trust": The declaration of trust, dated February 26,
1999, by and between The Bank of New York, as settlor, and The Bank of New York,
as trustee, which established the Trust.
"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.
"Discount Mortgage Loan": Each Mortgage Loan with a Net Rate less than
6.25% per annum.
"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, Class PO 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.
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The Interest Accrual Period with respect to all other Classes of Certificates
(other than the Class PO Certificates) will be as provided in the Standard
Terms.
"Interest Distribution Amount": For any Class of Certificates (other
than the Class PO 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 Certificate Principal Balance or Notional
Principal Amount, as the case may be, less Net Interest Shortfalls. No interest
shall be payable on the Class PO Certificates.
"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.
"Non-Discount Mortgage Loan": Each Mortgage Loan with a Net Rate equal
to or greater than 6.25% per annum.
"Non-PO Percentage": With respect to any Discount Mortgage Loan, the
Net Rate divided by 6.25% per annum; and with respect to any Non-Discount
Mortgage Loan, 100%.
"Notional Principal Amount": The Notional Principal Amount of the Class
X-1 Certificates and the Class X-2 Certificates on any date shall equal the
aggregate Scheduled Principal Balance of each of the Non-Discount Mortgage Loans
at the beginning of the related Collection Period (or as of the Cut-off Date in
the case of the first Distribution Date).
"Pass-Through Rate": With respect to each Class of Certificates, on any
Distribution Date, the per annum rate for such Class set forth in the table in
Section 3 hereof.
"PO Percentage": With respect to any Discount Mortgage Loan, (i) 6.25%
per annum minus the related Net Rate (ii) divided by 6.25% per annum; and with
respect to any Non-Discount Mortgage Loan, 0%.
"Principal Distribution Amount": The sum of the Senior Principal
Distribution Amount and the Subordinate Principal Distribution Amount.
"Private Certificates": The Class B, Class X, Class PO 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's Certificate Principal Balance immediately prior to such
Distribution Date and the denominator of which is the aggregate of the
Certificate Principal Balances of the Class B Certificates immediately prior to
such Distribution Date.
"Rating Agency": Each of Duff & Phelps Credit Rating Co., 17 State
Street, 12th Floor, New York, New York 10004, and Moody's Investors Service,
Inc., 99 Church Street, New York, New York 10007.
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"Realized Loss": (a) With respect to each defaulted Mortgage Loan with
respect to which 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 other Liquidated Loan other than in connection with a claim under FHA
Insurance or a VA Guaranty, the excess, if any, of the Scheduled 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, Class PO and Class B
Certificates after giving effect to distributions of principal on such
Distribution Date and after taking into account preceding clauses (a) and (b)
over (2) the aggregate Scheduled Principal Balance of the Mortgage Loans at the
end of the related Collection Period.
"Regular Certificates": The Class A Certificates, Class B Certificates,
Class PO Certificates and Class X Certificates.
"Residual Certificates": The Class R Certificates.
"Rule 144A Certificates": The Class B Certificates, Class X
Certificates, Class PO Certificates and Residual Certificates.
"Scheduled Principal Balance": With respect to any Mortgage Loan as of
any Due Date, the unpaid principal balance thereof as of the Cut-off Date as
specified in the related amortization schedule at such time reduced by all
previous Curtailments and by the payment of principal due on such Mortgage Loan
from the Cut-Off Date through such Due Date irrespective of any delinquencies in
payment of such Mortgage Loan.
"Senior Accelerated Distribution Percentage": For any Distribution Date
occurring prior to the Distribution Date in March 2004, 100%, and for any
Distribution Date on or after the March 2004 Distribution Date will be as
follows:
(i) for any Distribution Date from March 2004 through February
2005, the Senior Percentage for such Distribution Date plus 70% of the
Subordinate Percentage for such Distribution Date;
(ii) for any Distribution Date from March 2005 through
February 2006, the Senior Percentage for such Distribution Date plus
60% of the Subordinate Percentage for such Distribution Date;
(iii) for any Distribution Date from March 2006 through
February 2007, the Senior Percentage for such Distribution Date plus
40% of the Subordinate Percentage for such Distribution Date;
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(iv) for any Distribution Date from March 2007 through
February 2008, the Senior Percentage for such Distribution Date plus
20% of the Subordinate Percentage for such Distribution Date; and
(v) for any Distribution Date after February 2008, the Senior
Percentage for such Distribution Date;
provided, however, that on any Distribution Date on which the Senior Percentage
exceeds 97%, 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, Class PO and Class X
Certificates.
"Senior Percentage": On the initial Distribution Date, approximately
96.9999996%, and thereafter for each succeeding Distribution Date will be
recalculated to equal the percentage equal to the aggregate Certificate
Principal Balance of the Senior Certificates (other than the Class X and Class
PO Certificates) immediately prior to such Distribution Date divided by the
aggregate Certificate Principal Balance of the Senior Certificates (other than
the Class X and Class PO Certificates) and the Subordinate Certificates
immediately prior to the Distribution Date.
"Senior Non-PO Principal Distribution Amount": With respect to any
Distribution Date, 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 Non-PO Percentages of the principal portions 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) the sum of the Non-PO Percentages of
all of the unscheduled payments or collections of principal in respect
of the Mortgage Loans received during the preceding calendar month
(including the Non-PO Percentage of the principal portion of
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proceeds of the repurchase of a Mortgage Loan, full and partial
Mortgagor prepayments, Foreclosure Advances and Net Liquidation
Proceeds).
"Senior Principal Distribution Amount": with respect to any
Distribution Date, the sum of the Senior Non-PO Principal Distribution Amount
and the Class PO Principal Distribution Amount, each with respect to such
Distribution Date. With respect to any Distribution Date, if the Available
Distribution Amount remaining after the distribution of interest to the Senior
Certificates (other than the Class PO Certificates) is insufficient to
distribute the full Senior Principal Distribution Amount, the Senior Non-PO
Principal Distribution Amount and the Class PO Principal Distribution Amount
will be reduced in proportion to the Non-PO Percentages and the PO Percentages,
respectively, of the Mortgage Loans responsible for such shortfall.
"Servicing Fee Rate": 1.00% per annum.
"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, 101 Barclay Street, New
York, New York 10286, Attn: UPMFC Trust 1999-1 (the "Corporate Trust Office"),
or its successor in interest.
"Trustee Fee Rate": 0.012% per annum.
"Underwriter": Morgan Stanley & Co. Incorporated (whose address is 1585
Broadway, New York, New York 10036).
"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
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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
$132,467,434 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
thirteen 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:
<TABLE>
<CAPTION>
INITIAL FINAL
CERTIFICATE SCHEDULED
PRINCIPAL PASS THROUGH DISTRIBUTION
DESIGNATION BALANCE RATE DATE(4)
----------- --------------- ------------ --------------
<S> <C> <C> <C>
A-1 $ 78,361,000 6.250% April 1, 2029
A-2 $ 15,100,186 6.250% April 1, 2029
A-3 $ 35,000,000 6.250% April 1, 2029
B-1 $ 662,172 6.250% April 1, 2029
B-2 $ 331,086 6.250% April 1, 2029
B-3 $ 331,086 6.250% April 1, 2029
B-4 $ 662,172 6.250% April 1, 2029
B-5 $ 662,172 6.250% April 1, 2029
B-6 $ 1,324,341 6.250% April 1, 2029
X-1 (1) (2) April 1, 2029
X-2 (1) (2) April 1, 2029
PO $ 33,118 0% April 1, 2029
R(3) $ 100 6.250% April 1, 2029
</TABLE>
(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 each of the Class X-1
Certificates and the Class X-2 Certificates on each Distribution Date
will be equal to one-half the product of the excess of (i) the Weighted
Average Net Rate, as of the first day of the related Collection Period,
with respect to the Non-Discount Mortgage Loans over (ii) 6.250% per
annum.
(3) The Class R Certificates shall represent the residual
interest in the REMIC. The Class R Certificates shall have a
Certificate Principal Balance of $100 (unless previously paid) and a
Pass-Through Rate of 6.250% per annum.
(4) For purposes of Treasury Regulation ss.1.860G-1(a)(4), the
latest possible maturity date of each Class of Certificates shall be
the Final Scheduled Distribution Date.
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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.
The Class B, Class X, Class PO and Class R Certificates will be issued
in certificated, fully-registered form. Each Class of the Class B Certificates
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 PO
Certificates will be issued in minimum Percentage Interests equal to 50%. The
Class X Certificates and the Class R 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 distribute the Available Distribution Amount (less
the Trustee Fee) in the following manner and in the following order of priority:
(i) First, concurrently, to each Class of Senior Certificates
(other than the Class PO Certificates), (A) first, its Interest
Distribution Amount for such Distribution Date; and (B) second, the
related Carryover Interest Amount for such Distribution Date, if any;
provided that, if the Available Distribution Amount on any Distribution
Date is insufficient to distribute the full amount of the Interest
Distribution Amounts or the Carryover Interest Amounts for all Classes
of Senior Certificates (other than the Class PO Certificates), then the
Available Distribution Amount shall be allocated pro rata among such
Classes based upon their respective Interest Distribution Amounts or
Carryover Interest Amounts, as applicable, for such Distribution Date;
(ii) Second, concurrently, the Senior Non-PO Principal
Distribution Amount shall be allocated to each Class of Senior
Certificates (other than the PO Certificates) as follows:
(1) 72.7544374731%, sequentially as follows: first, to the
Class R Certificates, second, to the Class A-1 Certificates,
and third, to the Class A-2 Certificates, in each case in
reduction of the Certificate Principal Balance of each such
Class of Certificates, until it has been reduced to zero; and
(2) 27.2455625269% to the Class A-3 Certificates, in reduction
of the Certificate Principal Balance of such Class of
Certificates, until it has been reduced to zero;
provided, however, that with respect to (1) and (2) above, on any
Distribution Date on which (A) the aggregate Scheduled Principal
Balance of the Mortgage Loans is less than
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the aggregate Certificate Principal Balance of the Senior Certificates
immediately prior to such Distribution Date or (B) the Credit Support
Deletion Date has occurred, the Senior Non-PO Principal Distribution
Amount will be allocated among the Senior Certificates (other than the
Class PO and Class X Certificates) pro rata based upon their respective
Certificate Principal Balances;
(iii) Third, to the Class PO Certificates, the amount of the
Class PO Principal Distribution Amount, if any, in reduction of the
Certificate Principal Balance of such Class, until it has been reduced
to zero;
(iv) Fourth, to the Class PO Certificates, the amount of the
Class PO Deferred Amount, if any, that has not previously been
distributed pursuant to this clause (iv) on any prior Distribution
Date; provided, however, that amounts allocated under this paragraph
shall only be distributed out of amounts otherwise distributable as
principal on the Class B Certificates;
(v) Fifth, to the Class B-1 Certificates, the related Interest
Distribution Amount for such Distribution Date;
(vi) Sixth, 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;
(vii) Seventh, to the Class B-2 Certificates, the related
Interest Distribution Amount for such Distribution Date;
(viii) Eighth, 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;
(ix) Ninth, to the Class B-3 Certificates, the related
Interest Distribution Amount for such Distribution Date;
(x) Tenth, 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;
(xi) Eleventh, to the Class B-4 Certificates, the related
Interest Distribution Amount for such Distribution Date;
(xii) Twelfth, 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;
(xiii) Thirteenth, to the Class B-5 Certificates, the related
Interest Distribution Amount for such Distribution Date;
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(xiv) Fourteenth, 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;
(xv) Fifteenth to the Class B-6 Certificates, the related
Interest Distribution Amount for such Distribution Date;
(xvi) Sixteenth, 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;
(xvii) Seventeenth, to the Trustee, for any unpaid expenses
(including, without limitation, indemnification amounts required to be
paid under the Pooling and Servicing Agreement, if any); and
(xviii) Finally, any remainder to the holders of the Class R
Certificates.
(b) 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 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 or 100% of their respective aggregate
initial Certificate Principal Balance, and (B) with respect to the Residual
Certificates, Class PO Certificates or Class X Certificates, the registered
owner of the Residual Certificates, Class PO 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 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.
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(c) 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 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 Class R Certificates.
SECTION 6. ALLOCATION OF REALIZED LOSSES.
(a) On each Distribution Date, after all required distributions have
been made on the Certificates pursuant to Section 5 above, the Non-PO Percentage
of 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 Certificates, to be applied in
reduction of the Certificate Principal Balance of such Class of
Certificates, until the Certificate Principal Balance thereof has been
reduced to zero;
(ii) Second, to the Class B-5 Certificates, to be applied in
reduction of the Certificate Principal Balance of such Class of
Certificates, until the Certificate Principal Balance thereof has been
reduced to zero;
(iii) Third, to the Class B-4 Certificates, to be applied in
reduction of the Certificate Principal Balance of such Class of
Certificates, until the Certificate Principal Balance thereof has been
reduced to zero;
(iv) Fourth, to the Class B-3 Certificates, to be applied in
reduction of the Certificate Principal Balance of such Class of
Certificates, until the Certificate Principal Balance thereof has been
reduced to zero;
(v) Fifth, to the Class B-2 Certificates, to be applied in
reduction of the Certificate Principal Balance of such Class of
Certificates, until the Certificate Principal Balance thereof has been
reduced to zero;
(vi) Sixth, to the Class B-1 Certificates, to be applied in
reduction of the Certificate Principal Balance of such Class of
Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; and
(vii) Finally, to the Class A Certificates and the Class R
Certificates, pro rata, based on their respective Certificate Principal
Balances immediately prior to such Distribution Date to be applied in
reduction of the Certificate Principal Balances of such Classes of
Certificates, until each such Certificate Principal Balance has been
reduced to zero.
(b) On each Distribution Date, after all required distributions have
been made on the Certificates pursuant to Section 5 above, the PO Percentage of
Realized Losses, if any, shall be allocated on such Distribution Date to the
Class PO Certificates in reduction of the Certificate
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Principal Balance of such Certificates, until such Class's Certificate Principal
Balance 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, separately identifying any portion of
such amount attributable to any prepayments;
(3) the aggregate amount, if any, of the Class PO Deferred
Amount allocated for such Distribution Date, and the aggregate amount,
if any, of the Class PO Deferred Amount distributed on such
Distribution Date;
(4) the aggregate amount, if any, to be distributed on the
Residual Certificates;
(5) the Certificate Principal Balance of each Class of the
Certificates 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,
Class PO 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
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.
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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.
For purposes of the REMIC Provisions, all of the Certificates (except
the Class R Certificates) will be designated as the "regular interests" in the
REMIC, and the Class R Certificates will be designated as the "residual
interest" in the REMIC.
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, Class PO Certificates and the Class B Certificates, in proportion
with their respective Certificate Principal Balances on any date of
determination.
SECTION 11. MODIFICATIONS OF STANDARD TERMS.
The following modifications to the Standard Terms shall be in effect
with respect to the Certificates only.
(a) Section 1.01 of the Standard Terms is hereby amended as follows:
the definition of "Mortgage Loan Documents" is hereby amended
by adding the following to the end of paragraph (c) thereof,
immediately following the semicolon:
and the original assignment of the Mortgage from the related
Seller either in blank or to the Trustee or its Custodian, in
the form specified in the related Sales Agreement (or a copy
thereof certified to be a true and correct reproduction of the
original thereof);
(b) Section 2.05(a)(i) of the Standard Terms is hereby amended by
deleting the term "Section 2.05(g)" in the fourth sentence thereof and replacing
such term with "Section 2.05(d)".
(c) Section 12.02 of the Standard Terms is hereby deleted in its
entirety and replace with the following:
SECTION 12.02. REGARDING THE CONTRACT OF INSURANCE HOLDER.
(a) The Contract of Insurance Holder shall at all times be approved by
HUD as a mortgagee and shall not resign from the obligations and duties imposed
on it by this Agreement as Contract of Insurance Holder except upon a
determination that by reason of
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a change in legal requirements or requirements imposed by the FHA (including,
without limitation, loss of its status as a HUD approved mortgagee) the
performance of its duties under this Agreement would cause it to be in violation
of such legal requirements or FHA imposed requirements in a manner which would
result in a material adverse effect on the Contract of Insurance Holder or cause
it to become ineligible to hold the FHA Insurance. Any such determination
permitting the resignation of the Contract of Insurance Holder shall be
evidenced by an Opinion of Counsel to such effect delivered and acceptable to
the Trustee. Upon receiving such notice of resignation, the FHA Insurance shall
be transferred to a qualified successor appointed by the Master Servicer (which
qualified successor must be a HUD approved mortgagee) by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Contract of Insurance Holder and one copy to the successor contract of insurance
holder.
(b) If at any time the Contract of Insurance Holder shall become
incapable of acting, or shall fail to perform its obligations here under, or its
long-term credit rating assigned by Moody's Investors Service, Inc. shall fall
below "A3" (or such other credit rating as may be determined by the Rating
Agencies from time to time) or shall be adjudged as bankrupt or insolvent, or a
receiver of the Contract of Insurance Holder or of its property shall be
appointed, or any public officer shall take charge or control of the Contract of
Insurance Holder or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, or the Contract of Insurance Holder
shall fail to be "well capitalized" within the meaning of the Federal Deposit
Insurance Act and the regulations thereunder, then, in any such case the Master
Servicer shall remove the Contract of Insurance Holder and appoint a successor
contract of insurance holder (which successor must be a HUD approved mortgagee)
by written instrument, in duplicate, one copy of which instrument shall be
delivered to the Contract of Insurance Holder so removed and one copy to the
successor contract of insurance holder. Upon removal of the Contract of
Insurance Holder, the outgoing Contract of Insurance Holder shall take all
action required to maintain the benefits of the FHA Insurance; provided that, if
the Contract of Insurance Holder is removed because it has failed to be "well
capitalized" as provided in the preceding sentence, the Depositor and Master
Servicer each shall bear the expenses incurred in connection with such transfer.
(c) Any resignation or removal of the Contract of Insurance Holder and
appointment of a successor contract of insurance holder pursuant to any of the
provisions of this Section 12.02 shall become effective upon acceptance of
appointment by the successor contract of insurance holder.
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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.
[Signature Page Follows]
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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/ Joel R. Katz
------------------
Name: Joel R. Katz
Title: President
UNION PLANTERS BANK, NATIONAL
ASSOCIATION, AS MASTER SERVICER
By: /s/ Mark Mosteller
--------------------
Name: Mark Mosteller
Title: Senior Vice President
THE BANK OF NEW YORK, AS TRUSTEE
By: /s/ Franklin Austin
--------------------
Name: Franklin Austin
Title: Assistant Vice President
UNION PLANTERS BANK, NATIONAL
ASSOCIATION, AS CONTRACT OF INSURANCE HOLDER
By: /s/ Mark Mosteller
--------------------
Name: Mark Mosteller
Title: Senior Vice President
ACKNOWLEDGED AND AGREED
UNION PLANTERS BANK, NATIONAL ASSOCIATION, AS
CLAIMS ADMINISTRATOR
By: /s/ Mark Mosteller
------------------
Name: Mark Mosteller
Title: Senior Vice President
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<PAGE> 20
STATE OF TENNESSEE )
) s.
COUNTY OF SHELBY )
The foregoing instrument was acknowledged before me in the County of
Shelby this 26th day of February, 1999 by Joel R. Katz, the President of Union
Planters Mortgage Finance Corp., a Delaware corporation, on behalf of the
corporation.
/s/ Deborah K. McDaniel
-----------------------
Notary Public
My Commission expires: March 27, 2001
STATE OF TENNESSEE )
) s.
COUNTY OF SHELBY )
The foregoing instrument was acknowledged before me in the County of
Shelby this 26th day of February, 1999 by Mark Mosteller, a Senior Vice
President of Union Planters Bank, National Association, a national banking
association, on behalf of the association.
/s/ Deborah K. McDaniel
-----------------------
Notary Public
My Commission expires: March 27, 2001
S-20
<PAGE> 21
STATE OF NEW YORK )
) s.
COUNTY OF KINGS )
The foregoing instrument was acknowledged before me in the County of
Kings, this 24th day of February, 1999, by Franklin Austin, an Assistant Vice
President of The Bank of New York, a New York banking corporation, on behalf of
the corporation.
/s/ Louis A. Amador, Jr.
------------------------
Notary Public
My Commission expires: December 22, 1999
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<PAGE> 22
INDEX TO SCHEDULES AND EXHIBITS
<TABLE>
<S> <C>
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 X-1 Form of Class X-1 Certificate
EXHIBIT X-2 Form of Class X-2 Certificate
EXHIBIT PO Form of Class PO 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
</TABLE>
