SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
STRUCTURED PRODUCTS CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-3692801
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(State of incorporation or (IRS Employer Identification No.)
organization)
390 Greenwich Street
New York, New York 10013
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(Address of principal executive (Zip Code)
offices)
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If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A. (c), please check Instruction A. (d), please check
the following box. [x] the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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1,000,000 CorTSsm Certificates
with a principal amount of
$25,000,000
(the "Certificates") New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
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NONE
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Item 1. Description of Registrant's Securities to be Registered.
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The description of the Certificates to be registered hereunder is set forth
under the captions entitled: "Summary"; "Risk Factors"; "Description of the
Certificates"; "Certain ERISA Considerations"; and "Certain Federal Income Tax
Considerations" in Registrant's Prospectus Supplement dated November 15, 1999,
and "Risk Factors" and "Description of Certificates" in Registrant's Prospectus,
dated May 13, 1999, which description is incorporated herein by reference.
Item 2. Exhibits.
1. Certificate of Incorporation of Structured Products Corp. is set forth
as Exhibit 3.1 to the Registration Statement on Form S-3 and is incorporated
herein by reference.
2. By-laws, as amended, of Structured Products Corp. are set forth as
Exhibit 3.2 to the Registration Statement and are incorporated herein by
reference.
3. Form of Trust Agreement is set forth as Exhibit 4.3 to the Registration
Statement and is incorporated herein by reference.
4. Form of the Prospectus is attached to the Registration Statement and is
incorporated herein by reference.
5. Form of the Prospectus Supplement dated November 15, 1999 which was
filed with the Securities and Exchange Commission on November 16, 1999, pursuant
to the Rule 424(b)(5) under the Securities Act of 1933, and is incorporated
herein by reference.
6. Form of CorTSSM Supplement 1999-5 dated as of November 16, 1999.
[Balance of page left intentionally blank]
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
STRUCTURED PRODUCTS CORP.
Date: November 16, 1999
By:/S/ Matthew R. Mayers
------------------------
Authorized Signatory
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CorTSSM SUPPLEMENT 1999-5
between
STRUCTURED PRODUCTS CORP.,
as Depositor
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
CorTSSM Trust For Countrywide Capital I
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TABLE OF CONTENTS
Page
Preliminary Statement.............................................1
Section 1. Certain Defined Terms.................................1
Section 2. Creation and Declaration of Trust; Grant of
Term Assets; Acceptance by Trustee....................4
Section 3. Designation..........................................5
Section 4. Date of the Certificates.............................5
Section 5. Certificate Principal Balance and Denominations;
Additional Term Assets...............................5
Section 6. Currency of the Certificates.........................6
Section 7. Form of Securities...................................6
Section 8. Reserved.............................................6
Section 9. Certain Provisions of Base Trust Agreement Not
Applicable...........................................6
Section 10. Distributions........................................6
Section 11. Termination of Trust.................................9
Section 12. Limitation of Powers and Duties.....................9
Section 13. Compensation of Trustee.............................10
Section 14. Modification or Amendment...........................10
Section 15. Accounting..........................................11
Section 16. No Investment of Amounts Received on Term Assets....11
Section 17. No Event of Default.................................11
Section 18. Notices.............................................11
Section 19. Access to Certain Documentation.....................11
Section 20. Advances............................................12
Section 21. Ratification of Agreement...........................12
Section 22. Counterparts........................................12
Section 23. Governing Law.......................................12
Section 24. Reserved............................................12
Section 25. Certificate of Compliance...........................12
Exhibit A --Identification of the Term Assets as of Closing Date
Exhibit B --Terms of the Certificates as of Closing Date
Exhibit C --Form of Certificates
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CorTSSM SUPPLEMENT 1999-5 dated as of November 16, 1999 (this "Series
Supplement") between STRUCTURED PRODUCTS CORP., a Delaware
corporation, as depositor (the "Depositor"), and U.S. Bank Trust
National Association, a national banking association, as trustee (the
"Trustee").
PRELIMINARY STATEMENT
Pursuant to the Base Trust Agreement dated as of May 21, 1999 (as amended
and supplemented pursuant to a Series Supplement, the "Agreement"), among the
Depositor and the Trustee, such parties may at any time and from time to time
enter into a series supplement supplemental to the Agreement for the purpose of
creating a trust. Section 5.13 of the Agreement provides that the Depositor may
at any time and from time to time direct the Trustee to authenticate and
deliver, on behalf of any such trust, a new Series of trust certificates. Each
trust certificate of such new Series of trust certificates will represent a
fractional undivided beneficial interest in such trust. Certain terms and
conditions applicable to each such Series are to be set forth in the related
series supplement to the Agreement.
Pursuant to this Series Supplement, the Depositor and the Trustee shall
create and establish a new trust to be known as CorTSSM Trust For Countrywide
Capital I, and a new Series of trust certificates to be issued thereby, which
certificates shall be known as the CorTSSM Certificates, and the Depositor and
the Trustee shall herein specify certain terms and conditions in respect
thereof.
The Certificates shall be Fixed Rate Certificates issued in one Class (the
"Certificates").
On behalf of and pursuant to the authorizing resolutions of the Board of
Directors of the Depositor, an authorized officer of the Depositor has
authorized the execution, authentication and delivery of the Certificates, and
has authorized the Agreement and this Series Supplement in accordance with the
terms of Section 5.13 of the Agreement.
SECTION 1. CERTAIN DEFINED TERMS. (a) All terms used in this Series
Supplement that are defined in the Agreement, either directly or by reference
therein, have the meanings assigned to such terms therein, except to the extent
such terms are defined or modified in this Series Supplement or the context
requires otherwise. The Agreement also contains rules as to usage which shall be
applicable hereto.
(b) Pursuant to Article I of the Agreement, the meaning of certain defined
terms used in the Agreement shall, when applied to the trust certificates of a
particular Series, be as defined in Article I but with such additional
provisions and modifications as are specified in the related series supplement.
With respect to the Certificates, the following definitions shall apply:
"ACCELERATION": The acceleration of the maturity of the Term Assets after
the occurrence of any default on the Term Assets other than a Payment Default.
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"BUSINESS DAY": Any day other than a Saturday, Sunday or a day on which
banking institutions in New York, New York are authorized or obligated by law,
executive order or governmental decree to be closed.
"CERTIFICATEHOLDER" OR "HOLDER": With respect to any Certificate, the
Holder thereof.
"CERTIFICATEHOLDERS" OR "HOLDERS": The Holders of the Certificates.
"CLOSING DATE": November 16, 1999.
"COLLECTION ACCOUNT": With respect to each Series, an account established
and maintained by the Trustee in its corporate trust department in the Trustee's
name on behalf of the related Certificateholders, into which all payments made
on or with respect to the related Term Assets will be deposited.
"COLLECTION PERIOD": The period from (but excluding) the preceding
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date), through and including the current Distribution
Date.
"CORPORATE TRUST OFFICE": U.S. Bank Trust National Association, 100 Wall
Street, Suite 1600, New York, New York 10005, Attention: Corporate Trust or such
other corporate trust office as the Trustee shall designate in writing to the
Depositor and the Certificateholders.
"DEBT GUARANTEE": The guarantee of the Junior Subordinated Debentures by
Countrywide Credit Industries, Inc.
"DEPOSITARY": The Depository Trust Company.
"DISTRIBUTION DATE": Any Scheduled Distribution Date, the Maturity Date or
any Term Assets Default Distribution Date or any Term Assets Redemption
Distribution Date.
"EXTENSION PERIOD": The period, up to ten (10) consecutive semiannual
interest distribution dates on the Term Assets, but not to extend beyond
December 15, 2026, in which Countrywide Home Loans, Inc., and consequently the
Term Assets Issuer, defers distributions on the Term Assets.
"FIXED PAYMENT": Each equal semiannual installment of interest payable on
the Term Assets on each June 15 and December 15, commencing December 15, 1999
through and including December 15, 2026.
"INTEREST COLLECTIONS": With respect to any Distribution Date, all
payments received by the Trustee, during the Collection Period ending on such
Scheduled Distribution Date, in respect of (i) interest on the Term Assets and
(ii) penalties or other amounts required to be paid because of late payments on
the Term Assets.
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"JUNIOR SUBORDINATED DEBENTURES": Means the 8% Junior Subordinated
Deferrable Interest Debentures due on the Maturity Date issued by Countrywide
Home Loans, Inc. which are owned by the Term Assets Issuer.
"MATURITY DATE": December 15, 2026.
"PAYMENT DEFAULT": A default by the Term Assets Issuer in the payment of
any amount due on the Term Assets after the same becomes due and payable (and
the expiration of any applicable grace period on the Term Assets).
"PLACE OF DISTRIBUTION": New York, New York.
"RATING AGENCY": Each of Moody's Investors Service, Inc. ("Moody's"), and
Standard & Poor's Ratings Services ("S&P"), a division of The McGraw-Hill
Companies, Inc., and any successor to either of the foregoing. References to
"the Rating Agency" in the Agreement shall be deemed to be each such credit
rating agency.
"RECORD DATE": With respect to any Distribution Date, the day immediately
preceding such Distribution Date.
"SCHEDULED DISTRIBUTION DATE": The fifteenth day of each June and December
or, if any such day is not a Business Day, then the immediately following
Business Day, commencing December 15, 1999, through and including December 15,
2026; provided, however, that payment on each Scheduled Distribution Date shall
be subject to prior payment of interest or principal, as applicable, on the Term
Assets.
"SPECIFIED CURRENCY": United States Dollars.
"TAX EVENT": Tax Event means the receipt by the Term Assets Issuer of an
opinion of a nationally recognized independent tax counsel experienced in such
matters to the effect that, as a result of (i) any amendment to, clarification
of or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, (ii) any judicial decision or official
administrative pronouncement, ruling, regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt such
procedures or regulations (an "Administrative Action") or (iii) any amendment
to, clarification of or change in the administrative position or interpretation
of any Administrative Action or judicial decision that differs from the
theretofore generally accepted position, in each case, by any legislative body,
court, governmental agency or regulatory body, irrespective of the manner in
which such amendment, clarification or change is made known, which amendment,
clarification or change is effective or such Administrative Action or decision
is announced, in each case, on or after December 11, 1996, there is more than an
insubstantial risk that (a) the Term Assets Issuer is, or will be within 90 days
of the date thereof, subject to United States federal income tax with respect to
interest accrued or received on the Junior Subordinated Debentures or subject to
more than a de minimis amount of other taxes, duties or other governmental
charges, (b) any portion of interest payable by Countrywide Home Loans, Inc. to
the Term Assets Issuer on the Junior Subordinated Debentures is not, or within
90 days of the date thereof will not be, deductible by Countrywide Home Loans,
Inc. for United States federal income tax purposes, or (c) Countrywide Home
Loans, Inc. could become liable to pay, on the next date on which any amount
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would be payable with respect to the Junior Subordinated Debentures, any
additional interest as set forth in the indenture relating to the Junior
Subordinated Debentures.
"TERM ASSETS": As of the Closing Date, $25,000,000 aggregate principal
amount of 8% Capital Trust Pass-Through Securities issued by the Term Assets
Issuer, sold to the Trust by the Depositor and identified on Exhibit A hereto.
Additional Term Assets may also be sold to the Trust from time to time pursuant
to Section 5 of this Series Supplement.
"TERM ASSETS DEFAULT DISTRIBUTION DATE": The date on which the
Trustee makes a distribution of the proceeds received in connection with a
recovery on the Term Assets (in the case of Payment Default, after deducting any
costs incurred in connection therewith) following a Payment Default or an
Acceleration or other default with respect to the Term Assets.
"TERM ASSETS ISSUER": Countrywide Capital I, the sole
asset of which is the Junior Subordinated Debentures.
"TERM ASSETS PAYMENT DATE": Unless the Extension Period is in effect, the
fifteenth day of each June and December, commencing December 15, 1999 and ending
on December 15, 2026; PROVIDED, HOWEVER, that if any Term Assets Payment Date
would otherwise fall on a day that is not a Business Day, such Term Assets
Payment Date will be the following Business Day.
"TERM ASSETS PROSPECTUS": The prospectus of the Term Assets Issuer,
dated December 10, 1996, as supplemented by a supplement thereto, dated December
11, 1996, with respect to the Term Assets.
"TERM ASSETS REDEMPTION DISTRIBUTION DATE": The date on which the Trustee
makes a distribution of the proceeds received upon a redemption of Term Assets
in accordance with their terms.
"TERM ASSETS TRUSTEE": The trustee for the Term Assets.
"TRUST": CorTSSM Trust For Countrywide Capital I.
"TRUST TERMINATION EVENT": (a) the payment in full at maturity or upon
early redemption of the Certificates or (b) the distribution of the proceeds
received upon a recovery on the Term Assets (in the case of Payment Default,
after deducting the costs incurred in connection therewith) after a Payment
Default or an Acceleration thereof (or other default with respect to the Term
Assets).
"VOTING RIGHTS": The Certificateholders shall have 100% of the total
Voting Rights with respect to the Certificates, which Voting Rights shall be
allocated among all Holders of Certificates in proportion to the principal
balances held by such Holders on any date of determination.
SECTION 2. CREATION AND DECLARATION OF TRUST; GRANT OF TERM ASSETS;
ACCEPTANCE BY TRUSTEE. (a) The Trust, of which the Trustee is the trustee, is
hereby created
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under the laws of the State of New York for the benefit of the holders of the
Certificates. The Trust shall be irrevocable.
(b) The Depositor, concurrently with the execution and delivery
hereof and pursuant to Section 2.1 of the Agreement, has delivered or caused to
be delivered to the Trustee the Term Assets.
(c) The Depositor does hereby sell, transfer, assign, set over and
otherwise convey to the Trustee on behalf and for the benefit of the holders of
the Certificates and the Trust, without recourse, the Term Assets. The Trustee
shall pay the purchase price for the Term Assets by delivering to, or at the
direction of, the Depositor, all of the Certificates.
(d) The Trustee hereby (i) acknowledges such sale and deposit, pursuant to
subsections (b) and (c) above, and receipt by it of the Term Assets, (ii)
accepts the trusts created hereunder in accordance with the provisions hereof
and of the Agreement but subject to the Trustee's obligation, as and when the
same may arise, to make any payment or other distribution of the assets of the
Trust as may be required pursuant to this Series Supplement, the Agreement and
the Certificates, and (iii) agrees to perform the duties herein or therein
required and any failure to receive reimbursement of expenses and disbursements
under Section 13 hereof shall not release the Trustee from its duties herein or
therein.
SECTION 3. DESIGNATION. There is hereby created a Series of trust
certificates to be issued pursuant to the Agreement and this Series Supplement
to be known as the "CorTSSM Certificates." The Certificates shall be issued in
one class, in the amount set forth in Section 5. The Certificates shall be
issued in substantially the form set forth in Exhibit C to this Series
Supplement with such necessary or appropriate changes as shall be approved by
the Depositor and the Trustee, such approval to be manifested by the execution
and authentication thereof by the Trustee. The Certificates shall evidence
undivided ownership interests in the assets of the Trust, subject to the
liabilities of the Trust and shall be payable solely from payments or property
received by the Trustee on or in respect of the Term Assets.
SECTION 4. DATE OF THE CERTIFICATES. The Certificates that are
authenticated and delivered by the Trustee to or upon Depositor Order on the
Closing Date shall be dated the Closing Date. All other Certificates that are
authenticated after the Closing Date for any other purpose under the Agreement
shall be dated the date of their authentication.
SECTION 5. CERTIFICATE PRINCIPAL BALANCE AND DENOMINATIONS; ADDITIONAL TERM
ASSETS. On the Closing Date, up to 1,000,000 Certificates with a Certificate
Principal Balance of $25,000,000 may be authenticated and delivered under the
Agreement and this Series Supplement. The Certificate Principal Balance shall
initially equal the principal amount of Term Assets sold to the Trustee and
deposited in the Trust. Such Certificate Principal Balance shall be calculated
without regard to Certificates authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Certificates pursuant to
Sections 5.3, 5.4 or 5.5 of the Agreement. The Depositor may sell to the Trustee
additional Term Assets on any date hereafter upon at least 5 Business Days
notice to the Trustee and upon (i) satisfaction of the Rating Agency Condition
and (ii) delivery of an Opinion of Counsel to the effect that the sale of such
additional Term Assets will not materially increase the likelihood that the
Trust would fail to
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qualify as a grantor trust under the Code. Upon such sale to the Trustee, the
Trustee shall deposit such additional Term Assets in the Collection Account, and
shall authenticate and deliver to the Depositor, or its order, Certificates in a
Certificate Principal Balance equal to the principal amount of such additional
Term Assets. Any such additional Certificates authenticated and delivered shall
rank pari passu with any Certificates previously issued in accordance with this
Series Supplement.
SECTION 6. CURRENCY OF THE CERTIFICATES. All distributions on the
Certificates will be made in the Specified Currency.
SECTION 7. FORM OF SECURITIES. The Trustee shall execute and deliver the
Certificates in the form of one or more global certificates registered in the
name of DTC or its nominee.
SECTION 8. RESERVED.
SECTION 9. CERTAIN PROVISIONS OF BASE TRUST AGREEMENT NOT APPLICABLE. The
provisions of Sections 3.12, 5.16, 5.17 and 9.1 of the Base Trust Agreement
dated as of May 21, 1999 and any other provision of the Base Trust Agreement
dated as of May 21, 1999 which imposes obligations on, or creates rights in
favor of, the Trustee or the Certificateholders as a result of or in connection
with an "Event of Default" or "Administrative Agent Termination Event" shall be
inapplicable with respect to the Certificates.
SECTION 10. DISTRIBUTIONS.
(a) On each Scheduled Distribution Date, the Trustee shall distribute the
related Fixed Payment, to the extent of Interest Collections, and on the
Maturity Date shall distribute the principal balance of the Certificates to the
Holders of the Certificates, to the extent the principal of the Term Assets is
received by the Trustee on such date; provided, however, if any such payment
with respect to the Term Assets is made to the Trustee after the Term Assets
Payment Date on which such payment was due, the Trustee shall distribute such
amount received on the Business Day following such receipt. In the event the
Extension Period is in effect, interest on the Certificates will continue to
accrue to the extent interest on the Junior Subordinated Debentures continues to
so accrue, at a rate of 8% per annum, compounded semi-annually, but the Trustee
shall not be required to make any distributions on the Certificates until the
next Scheduled Distribution Date following the end of the Extension Period.
(b) In the event of a Payment Default, the Trustee shall proceed against
the Term Assets Issuer on behalf of the Certificateholders to enforce the Term
Assets or otherwise to protect the interests of the Certificateholders, subject
to the receipt of indemnity in form and substance satisfactory to the Trustee;
provided that, holders of the Certificates representing a majority of the Voting
Rights on the Certificates will be entitled to direct the Trustee in any such
proceeding or direct the Trustee to sell the Term Assets, subject to the
Trustee's receipt of satisfactory indemnity. If the Trustee is directed to sell
the Term Assets, the Trustee shall solicit bids for the sale of the Term Assets
with settlement thereof on or before the third (3rd) Business Day after such
sale from three leading dealers in the relevant market. Any of the following
dealers shall be deemed to qualify as leading dealers: (1) Credit Suisse First
Boston Corporation,
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(2) Goldman, Sachs & Co., (3) Lehman Brothers Inc., (4) Merrill Lynch, Pierce,
Fenner & Smith Incorporated, (5) UBS Securities LLC and (6) Salomon Smith Barney
Inc. The Trustee shall not be responsible for the failure to obtain a bid so
long as it has made reasonable efforts to obtain bids. If a bid for the sale of
the Term Assets has been accepted by the Trustee but the sale has failed to
settle on the proposed settlement date, the Trustee shall request new bids from
such leading dealers. In the event of an Acceleration and a corresponding
payment on the Term Assets, the Trustee shall distribute the proceeds to the
Certificateholders no later than two Business Days after the receipt of
immediately available funds.
(c) In the event that the Trustee receives money or other property in
respect of the Term Assets (other than a scheduled payment on or with respect to
an interest payment date) as a result of a Payment Default on the Term Assets
(including from the sale thereof), the Trustee will promptly give notice as
provided in Section 18(c) to the Depositary, or for any Certificates which are
not then held by DTC or any other depository, directly to the registered holders
of the Certificates then outstanding and unpaid. Such notice shall state that,
not later than 30 days after the receipt of such moneys or other property, the
Trustee will allocate and distribute such moneys or other property to the
holders of Certificates then outstanding and unpaid, pro rata by principal
amount (after deducting the costs incurred in connection therewith and subject
to clause (l) of this Section 10). Property other than cash will be liquidated
by the Trustee, and the proceeds thereof distributed in cash, only to the extent
necessary to avoid distribution of fractional securities to Certificateholders.
In-kind distribution of Term Assets to Certificateholders will be deemed to
reduce the principal amount of Certificates on a dollar-for-dollar basis.
Following such in kind distribution, all Certificates will be cancelled. Other
than as provided in clause (l) below, no amounts will be distributed to the
Depositor in respect of the Term Assets.
(d) Distributions to the Certificateholders on each Distribution Date will
be made to the Certificateholders of record on the Record Date.
(e) All distributions to Certificateholders shall be allocated pro rata
among the Certificates based on their respective principal balances as of the
Record Date.
(f) Notwithstanding any provision of the Agreement to the contrary, to the
extent funds are available, the Trustee will initiate payment in immediately
available funds by 10:00 A.M. (New York City time) on each Distribution Date of
all amounts payable to each Certificateholder with respect to any Certificate
held by such Certificateholder or its nominee (without the necessity for any
presentation or surrender thereof or any notation of such payment thereon) in
the manner and at the address as each Certificateholder may from time to time
direct the Trustee in writing fifteen days prior to such Distribution Date
requesting that such payment will be so made and designating the bank account to
which such payments shall be so made. The Trustee shall be entitled to rely on
the last instruction delivered by the Certificateholder pursuant to this Section
10(f) unless a new instruction is delivered 15 days prior to a Distribution
Date.
(g) Upon receipt by the Trustee of a notice that all or a portion of the
Term Assets are to be redeemed, the Trustee shall select by lot an equal
principal amount of Certificates for redemption and establish the Term Assets
Redemption Distribution Date. Notice of such redemption shall be given by the
Trustee to the registered Certificateholders not less than
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15 days prior to the Term Assets Redemption Distribution Date by mail to each
registered Certificateholder at such registered Certificateholder's last address
on the register maintained by the Trustee, provided, however, that the Trustee
shall not be required to give any notice of redemption prior to the third
business day after the date it receives notice of such redemption. The
redemption price pursuant to an Optional Redemption (as defined below) or a Tax
Event Redemption (as defined below) is set forth below in Section 10(h).
(h) For informational purposes only, the Term Assets as originally issued
are redeemable, in whole or in part on or after December 15, 2006, on not less
than 30 nor more than 60 days' notice, at the option of the Term Assets Issuer
(such redemption, an "Optional Redemption"). In addition, if a Tax Event occurs
and is continuing, within 90 days following the occurrence of such Tax Event,
the Term Assets Issuer will, except in certain limited circumstances described
in the documentation governing the Term Assets, be dissolved and the Junior
Subordinated Debentures distributed pro rata to the holders of the Term Assets.
If, after a Tax Event has occurred, Countrywide Home Loans, Inc. receives an
opinion of nationally recognized independent tax counsel experienced in such
matters that, as a result of such Tax Event, there is more than an insubstantial
risk that Countrywide Home Loans, Inc. would be precluded from deducting the
interest on the Junior Subordinated Debentures for United States income tax
purposes, even if the Junior Subordinated Debentures were distributed to the
holders of the Term Assets in liquidation of such holders' interest in the Term
Assets Issuer, then within 90 days following the occurrence of such Tax Event
and on not less than 30 nor more than 60 days' notice, the Countrywide Home
Loans, Inc. will have the right to prepay the Junior Subordinated Debentures in
whole or in part and therefore cause a mandatory redemption of the Term Assets
(such redemption, a "Tax Event Redemption"). The redemption price in the case of
an Optional Redemption or a Tax Event Redemption of the Term Assets will be
equal to the par amount of, plus accrued interest on, the Term Assets being
redeemed.
(i) In the event that the Trustee is notified by the Term Assets Issuer
that the Term Assets are to be redeemed in exchange for a distribution of Junior
Subordinated Debentures upon the occurrence of a Tax Event, the Trustee shall
deliver the Terms Assets to the Term Assets Issuer in exchange for Junior
Subordinated Debentures and the Debt Guarantee with an aggregate principal
amount equal to the aggregate principal amount of the Term Assets. Such exchange
shall not cause the Certificates to be redeemed. The Trust shall hold the Junior
Subordinated Debentures for the benefit of the Certificateholders in accordance
with the terms hereof and under the Agreement.
(j) The holder of a Certificate which is redeemed will receive, on the Term
Assets Redemption Date, a payment equal to its pro rata share of the
distributions made on the Term Assets pursuant to an Optional Redemption or a
Tax Event Redemption as set forth above.
(k) The rights of the Certificateholders to receive distributions in
respect of the Certificates, and all interests of the Certificateholders in such
distributions, shall be as set forth in this Series Supplement. The Trustee
shall in no way be responsible or liable to the Certificateholders nor shall any
Certificateholder in any way be responsible or liable to any other
Certificateholder in respect of amounts previously distributed on the
Certificates based on their respective principal balances.
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(l) On December 15, 1999, as payment of the balance of the purchase price
for the Term Assets, the Trustee shall pay to the Depositor the amount of the
interest accrued on the Term Assets from June 15, 1999 to but not including the
Closing Date, which amount equals $838,888.89. In the event the Depositor is not
paid such accrued interest on such date, the Depositor shall have a claim for
the amount specified in the preceding sentence and shall share pari passu with
Certificateholders to the extent of such claim in the proceeds from the sale of
the Term Assets.
SECTION 11. TERMINATION OF TRUST. (a) The Trust shall terminate upon the
occurrence of any Trust Termination Event.
(b) Except for any reports and other information required to be provided to
Certificateholders hereunder and under the Agreement and except as otherwise
specified herein and therein, the obligations of the Trustee will terminate upon
the distribution to Certificateholders of all amounts required to be distributed
to them and the disposition of all Term Assets held by the Trustee. The Trust
shall thereupon terminate, except for surviving rights of indemnity.
SECTION 12. LIMITATION OF POWERS AND DUTIES. (a) The Trustee shall
administer the Trust and the Term Assets solely as specified herein and in the
Agreement.
(b) The Trust is constituted solely for the purpose of acquiring and
holding the Term Assets. The Trustee is not authorized to acquire any other
investments or engage in any activities not authorized herein and, in
particular, unless expressly provided in the Agreement, the Trustee is not
authorized (i) to sell, assign, transfer, exchange, pledge, set-off or otherwise
dispose of any of the Term Assets, once acquired, or interests therein,
including to Certificateholders, (ii) to merge or consolidate the Trust with any
other entity, or (iii) to do anything that would materially increase the
likelihood that the Trust will fail to qualify as a grantor trust for United
States federal income tax purposes.
(c) The parties acknowledge that the Trustee, as the holder of the Term
Assets, has the right to vote and give consents and waivers in respect of the
Term Assets and enforce the other rights, if any, of a holder of the Term
Assets, except as otherwise limited by the Agreement or this Series Supplement.
In the event that the Trustee receives a request from the Term Assets Trustee,
the Term Assets Issuer or, if applicable, the Depositary with respect to the
Term Assets, for the Trustee's consent to any amendment, modification or waiver
of the Term Assets, or any document relating thereto, or receives any other
solicitation for any action with respect to the Term Assets, the Trustee shall
within two Business Days mail a notice of such proposed amendment, modification,
waiver or solicitation to each Certificateholder of record as of the date of
such request. The Trustee shall request instructions from the Certificateholders
as to what action to take in response to such request and shall be protected in
taking no action if no direction is received. Except as otherwise provided
herein, the Trustee shall consent or vote, or refrain from consenting or voting,
in the same proportion (based on the principal balances of the Certificates) as
the Certificates of the Trust were actually voted or not voted by the Holders
thereof as of the date determined by the Trustee prior to the date such vote or
consent is required; PROVIDED, HOWEVER, that, notwithstanding anything to the
contrary in the Agreement or this Series Supplement, the Trustee shall at no
time vote in favor of or consent to any matter (i) which
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would alter the timing or amount of any payment on the Term Assets (including,
without limitation, any demand to accelerate the Term Assets) or (ii) which
would result in the exchange or substitution of any Term Asset pursuant to a
plan for the refunding or refinancing of such Term Asset, except in each case
with the unanimous consent of the Certificateholders and subject to the
requirement that such vote would not materially increase the likelihood that the
Trust will fail to qualify as a grantor trust for federal income tax purposes,
such determination to be based solely on an Opinion of Counsel. The Trustee
shall have no liability for any failure to act or to refrain from acting
resulting from the Certificateholders' late return of, or failure to return,
directions requested by the Trustee from the Certificateholders.
(d) Notwithstanding any provision of the Agreement to the contrary, the
Trustee may require from the Certificateholders prior to taking any action at
the direction of the Certificateholders, an indemnity agreement of a
Certificateholder or any of its Affiliates to provide for security or indemnity
against the costs, expenses and liabilities the Trustee may incur by reason of
any such action. An unsecured indemnity agreement, if acceptable to the Trustee,
shall be deemed to be sufficient to satisfy such security or indemnity
requirement.
(e) Notwithstanding any provision of the Agreement to the contrary, the
Trustee shall act as the sole Authenticating Agent, Paying Agent, and Registrar.
SECTION 13. COMPENSATION OF TRUSTEE. The Trustee shall be entitled to
receive from the Depositor as compensation for the Trustee's services hereunder,
trustee's fees pursuant to a separate agreement between the Trustee and the
Depositor, and shall be reimbursed for all reasonable expenses, disbursements
and advances incurred or made by the Trustee (including the reasonable
compensation, disbursements and expenses of its counsel and other persons not
regularly in its employ). The Depositor shall indemnify and hold harmless the
Trustee and its successors, assigns, agents and servants against any and all
loss, liability or reasonable expense (including attorney's fees) incurred by it
in connection with the administration of this trust and the performance of its
duties thereunder. The Trustee shall notify the Depositor promptly of any claim
for which it may seek indemnity. Failure by the Trustee to so notify the
Depositor shall not relieve the Depositor of its obligations hereunder. The
Depositor need not reimburse any expense or indemnify against any loss,
liability or expense incurred by the Trustee through the Trustee's own willful
misconduct, negligence or bad faith. The indemnities contained in this Section
13 shall survive the resignation or termination of the Trustee or the
termination of this Agreement.
Failure by the Depositor to pay, reimburse or indemnify the Trustee shall
not entitle the Trustee to any payment, reimbursement or indemnification from
the Trust, nor shall such failure release the Trustee from the duties it is
required to perform under this Series Supplement. Any unpaid, unreimbursed or
unindemnified amounts shall not be borne by the Trust and shall not constitute a
claim against the Trust, but shall be borne by the Trustee in its individual
capacity, and the Trustee shall have no recourse against the Trust with respect
thereto.
SECTION 14. MODIFICATION OR AMENDMENT. The Trustee shall not enter into any
modification or amendment of the Agreement or this Series Supplement unless such
modification or amendment is in accordance with Section 10.1 of the Agreement.
Pursuant to
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Section 5 of this Series Supplement, the Depositor may sell to the Trustee
additional Term Assets from time to time without violation or trigger of this
Section 14.
SECTION 15. ACCOUNTING. Notwithstanding Section 3.16 of the Agreement,
Independent Public Accountants' Administration Report, no such accounting
reports shall be required. Pursuant to Section 4.2 of the Agreement, REPORTS TO
CERTIFICATEHOLDERS, the Trustee shall cause the statements to be prepared and
forwarded as provided therein.
SECTION 16. NO INVESTMENT OF AMOUNTS RECEIVED ON TERM ASSETS. All amounts
received on or with respect to the Term Assets shall be held uninvested by the
Trustee.
SECTION 17. NO EVENT OF DEFAULT. There shall be no Events of Default
defined with respect to the Certificates.
SECTION 18. NOTICES. (a) All directions, demands and notices hereunder and
under the Agreement shall be in writing and shall be deemed to have been duly
given when received if personally delivered or mailed by first class mail,
postage prepaid or by express delivery service or by certified mail, return
receipt requested or delivered in any other manner specified herein, (i) in the
case of the Depositor, to Structured Products Corp., 390 Greenwich Street, 6th
Floor, New York, New York 10013, Attention: Secretary, or such other address as
may hereafter be furnished to the Trustee in writing by the Depositor, and (ii)
in the case of the Trustee, to U.S. Bank Trust National Association, 100 Wall
Street, Suite 1600, New York, New York 10005, Attention: Corporate Trust,
facsimile number (212) 809-5459, or such other address as may hereafter be
furnished to the Depositor in writing by the Trustee.
(b) For purposes of delivering notices to the Rating Agency under Section
10.07, NOTICE TO RATING AGENCY, of the Agreement or otherwise, such notices
shall be mailed or delivered as provided in Section 10.07, NOTICE TO RATING
AGENCY, to: Standard & Poor's Ratings Services, 55 Water Street, New York, New
York 10041; and Moody's Investors Service, Inc., Structured Derivative Products,
99 Church Street, New York, New York 10007; or such other address as the Rating
Agency may designate in writing to the parties hereto.
(c) In the event a Payment Default or an Acceleration occurs, the Trustee
shall promptly give notice to the Depositary or, for any Certificates which are
not then held by the Depositary or any other depository, directly to the
registered holders of the Certificates thereof. Such notice shall set forth (i)
the identity of the issue of Term Assets, (ii) the date and nature of such
Payment Default or Acceleration, (iii) the principal amount of the interest or
principal in default, (iv) the Certificates affected by the Payment Default or
Acceleration, and (v) any other information which the Trustee may deem
appropriate.
(d) Notwithstanding any provisions of the Agreement to the contrary, the
Trustee shall deliver all notices or reports required to be delivered to or by
the Trustee or the Depositor to the Certificateholders without charge to such
Certificateholders.
SECTION 19. ACCESS TO CERTAIN DOCUMENTATION. Access to documentation
regarding the Term Assets will be afforded without charge to any
Certificateholder so requesting pursuant to Section 3.17 of the Agreement,
ACCESS TO CERTAIN DOCUMENTATION. Additionally, the Trustee shall provide at the
request of any Certificateholder without charge to such
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Certificateholder the name and address of each Certificateholder of Certificates
hereunder as recorded in the Certificate Register for purposes of contacting the
other Certificateholders with respect to their rights hereunder or for the
purposes of effecting purchases or sales of the Certificates, subject to the
transfer restrictions set forth herein.
SECTION 20. ADVANCES. There is no Administrative Agent specified herein;
hence no person (including the Trustee) shall be permitted or obligated to make
Advances as described in Section 4.03 of the Agreement, ADVANCES.
SECTION 21. RATIFICATION OF AGREEMENT. With respect to the Series issued
hereby, the Agreement, as supplemented by this Series Supplement, is in all
respects ratified and confirmed and the Agreement as so supplemented by this
Series Supplement shall be read, taken and construed as one and the same
instrument. To the extent there is any inconsistency between the terms of the
Agreement and this Series Supplement, the terms of this Series Supplement shall
govern.
SECTION 22. COUNTERPARTS. This Series Supplement 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 23. GOVERNING LAW. This Series Supplement and each Certificate
issued hereunder shall be governed by and construed in accordance with the laws
of the State of New York applicable to agreements made and to be performed
entirely therein without reference to such State's principles of conflicts of
law to the extent that the application of the laws of another jurisdiction would
be required thereby, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
SECTION 24. RESERVED.
SECTION 25. CERTIFICATE OF COMPLIANCE. The Depositor shall deliver to the
Trustee on or prior to June 30 of each year prior to a Trust Termination Event
the Officer's Certificate as to compliance as required by Section 6.1(b) of the
Base Trust Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Series Trust
Agreement to be executed by their respective duly authorized officers as of the
date first above written.
STRUCTURED PRODUCTS CORP.
By: /s/ Matthew R. Mayers
---------------------------------
Authorized Signatory
U.S. BANK TRUST NATIONAL ASSOCIATION,
AS TRUSTEE
By: /s/ Marlene J. Fahey
---------------------------------
Responsible Officer
<PAGE>
EXHIBIT A
IDENTIFICATION OF THE TERM ASSETS AS OF CLOSING DATE
Issuer: Countrywide Capital I
Term Assets: 8% Capital Trust Pass-Through Securities
due December 15,2026
Maturity Date: December 15, 2026
Original Principal Amount Issued: $300,000,000
CUSIP No.: 222371AA4
Stated Interest Rate: 8% per annum
Interest Payment Dates: June 15 and December 15
Optional The Term Assets, and consequently
Redemption: the Certificates, will be redeemable,
in whole or in part, on or after December
15, 2006, at the option of the Term Assets
Issuer, on not less than 30 nor more
than 60 days notice, at a price equal to
the par amount of, plus accrued interest,
on the Term Assets being redeemed.
Tax Event The Term Assets are redeemable, in
Redemption: whole or in part, at any time by
the Term Assets Issuer if certain adverse
tax events occur with respect to Countrywide
Home Loans, Inc.
Principal Amount of Underlying
Capital Securities Deposited
Under Trust Agreement: $25,000,000
The Term Assets will be held by the Trustee as book-entry credits to an account
of the Trustee or its agent at The Depository Trust Company, New York, New York
("DTC").
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EXHIBIT B
TERMS OF THE CERTIFICATES AS OF CLOSING DATE
Maximum Number of CorTSSM
Certificates Up to 1,000,000
Aggregate Principal Amount
of CorTSSM Certificates: $25,000,000
Authorized Denomination: $25 and integral multiples thereof
Rating Agencies: Standard & Poor's Ratings Services,
and Moody's Investors Service, Inc.
Closing Date: November 16, 1999
Distribution Dates: June 15 and December 15, the Maturity
Date, any Term Assets Redemption
Distribution Date or any Term Assets
Default Distribution Date.
Interest Rate: 8%
Maturity Date: December 15, 2026
Record Date: With respect to any Distribution
Date, the day immediately preceding
such Distribution Date.
Trustee's Fees: The Trustee's fees shall be payable by the
Depositor pursuant to a separate fee agreement
between the Trustee and the Depositor.
Initial Certificate Registrar: U.S. Bank Trust National Association
Corporate Trust Office: U.S. Bank Trust National Association
100 Wall Street, Suite 1600
New York, New York 10005
Attention: Corporate Trust
Department, Regarding CorTSSM Trust
For Countrywide Capital I
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EXHIBIT C
FORM OF CERTIFICATES
THIS CERTIFICATE REPRESENTS AN UNDIVIDED INTEREST IN THE TRUST AND DOES NOT
EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY THE
DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE TRUST ASSETS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR ANY OTHER PERSON.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
CERTIFICATE NUMBER R-1 1,000,000 Certificates
CUSIP: 12614X100 $25,000,000 Certificate Principal Amount
CORTSm CERTIFICATES
evidencing an undivided interest in the Trust, as defined below, the assets of
which include Countrywide Capital I 8% Capital Trust Pass-Through Securities due
December 15, 2026.
This Certificate does not represent an interest in or obligation of the
Depositor or any of its affiliates.
THIS CERTIFIES THAT Cede & Co. is the registered owner of a nonassessable,
fully-paid, fractional undivided interest in CorTSSM Trust For Countrywide
Capital I (the "Trust") formed by Structured Products Corp., as depositor (the
"Depositor").
The Trust was created pursuant to a Base Trust Agreement, dated as of May
21, 1999 (the "Agreement"), between the Depositor and U.S. Bank Trust National
Association, a national banking association, not in its individual capacity but
solely as Trustee (the "Trustee"), as supplemented by the CorTSSM Supplement
1999-5 dated as of November 16, 1999 (the "Series Supplement" and, together with
the Agreement, the "Trust Agreement"), between the Depositor and the Trustee.
This Certificate does not purport to summarize the Trust Agreement and reference
is hereby made to the Trust Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Trustee with respect hereto. A
copy of the Trust Agreement may be obtained
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from the Trustee by written request sent to the Corporate Trust Office.
Capitalized terms used but not defined herein have the meanings assigned to them
in the Trust Agreement.
This Certificate is one of the duly authorized Certificates designated as
"CorTSSM Certificates" (herein called the "Certificate" or "Certificates"). This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement, to which Trust Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound. The assets of the Trust include the Term Assets and all proceeds of
the Term Assets. Additional Term Assets may be sold to the Trustee and
additional Certificates may be authenticated and delivered from time to time as
provided in the Trust Agreement, which additional Certificates shall rank pari
passu with all other Certificates issued in accordance with the Series
Supplement.
Under the Trust Agreement, there shall be distributed on the dates
specified in the Trust Agreement (a "Distribution Date"), to the person in whose
name this Certificate is registered at the close of business on the related
Record Date, such Certificateholder's fractional undivided interest in the
amount of distributions of the Term Assets to be distributed to
Certificateholders on such Distribution Date. Unless an Extension Period is in
effect, the Term Assets will pay interest on June 15 and December 15 of each
year with the next interest payment date occurring on December 15, 1999. The
principal of the Term Assets is scheduled to be paid on December 15, 2026.
The distributions in respect of this Certificate are payable in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts as set forth in the Series Trust
Agreement.
It is the intent of the Depositor and the Certificateholders that the
Trust will be classified as a grantor trust under subpart E, Part I of
subchapter J of the Internal Revenue Code of 1986. Except as otherwise required
by appropriate taxing authorities, the Depositor and the Trustee, by executing
the Trust Agreement, and each Certificateholder, by acceptance of a Certificate,
agrees to treat, and to take no action inconsistent with the treatment of, the
Certificates for such tax purposes as interests in a grantor trust and the
provisions of the Trust Agreement shall be interpreted to further this intention
of the parties.
Each Certificateholder, by its acceptance of a Certificate, covenants and
agrees that such Certificateholder shall not, prior to the date which is one
year and one day after the termination of the Trust Agreement, acquiesce,
petition or otherwise invoke or cause the Depositor to invoke the process of any
court or governmental authority for the purpose of commencing or sustaining a
case against the Depositor under any federal or state bankruptcy, insolvency,
reorganization or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Depositor or
any substantial part of its property, or ordering the winding up or liquidation
of the affairs of the Depositor.
The Trust Agreement permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
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Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Trustee by manual signature, this Certificate
shall not entitle the Holder hereof to any benefit under the Trust Agreement or
be valid for any purpose.
A copy of the Trust Agreement is available upon request and all of its
terms and conditions are hereby incorporated by reference and made a part
hereof.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by its manual or facsimile signature.
U.S. BANK TRUST NATIONAL ASSOCIATION, not in
its individual capacity but solely as Trustee
and Authenticating Agent
By: --------------------------------------------
Authorized Signatory
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