SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
AMENDED
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
JUNE 30, 1998
Structured Asset Mortgage Investments Inc. (as Seller under a Pooling and
Servicing Agreement dated as of June 1, 1998 providing for the issuance of
the Mortgage Pass-Through Certificates, Series 1998-8)
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
(Exact name of registrant as specified in charter)
DELAWARE 333-13617 AND 333-57183 13-3633241
(State or other (Commission (IRS Employer
jurisdiction of File Numbers) Identification No.)
incorporation)
245 PARK AVENUE, NEW YORK, NEW YORK 10167
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 272-2000
BEAR STEARNS MORTGAGE SECURITIES INC.
(Former name or former address, if changed since last report)
<PAGE>
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
This filing provides certain non-material technical corrections to the
information contained in the Current Report on Form 8-K filed by the Registrant
on July 13, 1998.
EXHIBIT NO.
1.1 Revised Terms Agreement dated as of June 26, 1998 between
the Registrant and Bear, Stearns & Co. Inc.
4.1 Revised Pooling and Servicing Agreement dated as of June 1,
1998 among the Registrant, Norwest Bank Minnesota, National
Association, as master servicer, and The First National Bank
of Chicago, as trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
(Registrant)
Date: July 28, 1998 By: /s/ Joseph T. Jurkowski, Jr.
-------------------------------
Name: Joseph T. Jurkowski, Jr.
Title: Vice President
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
1.1 Revised Terms Agreement dated as of June 26, 1998 between the
Registrant and Bear, Stearns & Co. Inc.
4.1 Revised Pooling and Servicing Agreement dated as of June 1,
1998 among the Registrant, Norwest Bank Minnesota, National
Association, as master servicer, and The First National
Bank of Chicago, as trustee.
Exhibit 1.1
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
Mortgage Pass-Through Certificates
TERMS AGREEMENT
Dated: as of June 26, 1998
To: STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
f/k/a Bear Stearns Mortgage Securities Inc.
Re: Underwriting Agreement dated June 25, 1996
Underwriter: Bear, Stearns & Co. Inc.
Series Designation: Series 1998-8
Class Designation Schedule of the Certificates: Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class
1-X, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class
2-A-6, Class 2-A-7, Class 2-A-8, Class 2-A-9, Class 2-A-10, Class 2-A-11, Class
2-X, Class B-1, Class B-2, Class B-3, Class 3-A-1, Class 3-A-2, Class 3-A-3,
Class 3-A-4, Class 3-A-5, Class 3-X, Class 3-B-1, Class 3-B-2, Class 3-B-3,
Class 4-A-1, Class 4-A-2, Class 4-A-3, Class 4-B-1, Class 4-B-2, Class 4-B-3,
Class 4-X, Class PO, Class R-1, Class R-2, Class R-3, Class R-4, Class R-5, and
Class R-6 Certificates
TERMS OF THE CERTIFICATES TO BE PURCHASED BY THE UNDERWRITER:
Designation Initial Principal Amount Pass-Through Rate
Class 1-A-1 Certificates $ 99,602,894.00 7.00%
Class 1-A-2 Certificates $ 7,005,000.00 7.00%
Class 1-A-3 Certificates $ 9,640,000.00 7.00%
Class 1-A-4 Certificates $ 500,000.00 (1)
Class 1-A-5 Certificates $ 5,024,100.00 (2)
Class 1-A-6 Certificates $ 1,674,700.00 (3)
Class 1-A-7 Certificates (4) 0.25%
Class 1-A-8 Certificates $ 14,534,000.00 7.00%
Class 1-X Certificates (5) (5)
Class 2-A-1 Certificates $ 10,121,000.00 6.50%
Class 2-A-2 Certificates $ 3,757,000.00 6.35%
Class 2-A-3 Certificates $ 7,472,000.00 6.40%
Class 2-A-4 Certificates (6) 6.75%
Class 2-A-5 Certificates $ 5,000,000.00 6.75%
Class 2-A-6 Certificates $ 33,552,000.00(7) 6.50%
Class 2-A-7 Certificates $ 5,809,000.00 6.75%
Class 2-A-8 Certificates $ 3,866,000.00 6.75%
Class 2-A-9 Certificates $ 12,105,279.00 (8)
Class 2-A-10 Certificates $ 3,138,406.00 (9)
Class 2-A-11 Certificates $ 9,952,000.00 6.75%
Class 2-X Certificates (10) (10)
Class B-1 Certificates $ 5,141,000.00 (11)
Class B-2 Certificates $ 2,326,000.00 (11)
Class B-3 Certificates $ 1,347,000.00 (11)
Class B-4 Certificates $ 1,102,000.00 (11)
Class B-5 Certificates $ 734,000.00 (11)
Class B-6 Certificates $ 980,595.00 (11)
Class 3-A-1 Certificates $ 26,138,000.00 6.50%
Class 3-A-2 Certificates $ 16,619,000.00 6.50%
Class 3-A-3 Certificates $ 13,367,436.00 6.50%
Class 3-A-4 Certificates $ 6,462,480.00 6.50%
Class 3-A-5 Certificates $ 78,300,000.00 (12)
Class 3-X Certificates (13) (13)
Class 3-B-1 Certificates $ 2,180,000.00 (14)
Class 3-B-2 Certificates $ 726,000.00 (14)
Class 3-B-3 Certificates $ 436,000.00 (14)
Class 3-B-4 Certificates $ 364,000.00 (14)
Class 3-B-5 Certificates $ 291,000.00 (14)
Class 3-B-6 Certificates $ 363,394.00 (14)
Class 4-A-1 Certificates $ 84,943,000.00 6.75%
Class 4-A-2 Certificates $ 18,672,000.00 6.75%
Class 4-A-3 Certificates $ 19,920,950.00 6.75%
Class 4-X Certificates (15) (15)
Class 4-B-1 Certificates $ 4,821,000.00 6.75%
Class 4-B-2 Certificates $ 2,210,000.00 6.75%
Class 4-B-3 Certificates $ 1,540,000.00 6.75%
Class 4-B-4 Certificates $ 804,000.00 6.75%
Class 4-B-5 Certificates $ 401,000.00 6.75%
Class 4-B-6 Certificates $ 603,571.00 6.75%
Class PO Certificates $ 582,091.00 (16)
Class R-1 Certificates $ 50.00 7.00%
Class R-2 Certificates $ 50.00 6.75%
Class R-3 Certificates $ 50.00 6.50%
Class R-4 Certificates $ 50.00 6.75%
Class R-5 Certificates $ 50.00 7.00%
Class R-6 Certificates $ 50.00 7.00%
- ------------------
(1) During the initial 12 Interest Accrual Periods interest will accrue on
the Class 1-A-4 Certificates at the rate of 7.50% per annum. During
each Interest Accrual Period thereafter, interest will accrue on the
Class 1-A-4 Certificates at a rate of 7.00% per annum.
(2) During the initial Interest Accrual Period, interest will accrue on
the Class 1-A-5 Certificates at the rate of 6.4562% per annum. During
each Interest Accrual Period thereafter, interest will accrue on the
Class 1-A-5 Certificates at a per annum rate of 0.80% above LIBOR,
determined monthly as described herein, subject to a maximum rate of
9.00% and a minimum rate of 0.80%.
(3) During the initial Interest Accrual Period, interest will accrue on
the Class 1-A-6 Certificates at the rate of 7.6312% per annum. During
each Interest Accrual Period thereafter, interest will accrue on the
Class 1-A-6 Certificates at a per annum rate equal to 24.60% - (3.00 x
LIBOR) determined monthly as described herein, subject to a maximum
rate of 24.60% and a minimum rate of 0.00%.
(4) The Notional Amount of the Class 1-A-7 Certificates on any
Distribution Date will be equal to the sum of the Current Principal
Amount of the Class 1-A-5 Certificates and the Current Principal
Amount of the Class 1-A-6 Certificates. The initial Notional Amount of
the Class 1-A-7 Certificates will be $6,698,800.
(5) The Class 1-X Certificates will have a Notional Amount equal to the
aggregate Scheduled Principal Balances of the Non-Discount Mortgage
Loans in Mortgage Loan Group 1 and will bear interest on their
Notional Amount at a variable Pass-Through Rate equal to the weighted
average of the excess of (a) the Net Rate on each such Non-Discount
Mortgage Loan over (b) 7.00% per annum. For the Class 1-X
Certificates, the initial Notional Amount will be $130,900,105 and the
Pass-Through Rate for the initial Interest Accrual Period is 0.348%
per annum.
(6) The Notional Amount of the Class 2-A-4 Certificates on any
Distribution Date will be equal to the sum of: (i) the product of (A)
3.703703704% and (B) the Current Principal Amount of the Class 2-A-1
Certificates, (ii) the product of (A) 5.925925926% and (B) the Current
Principal Amount of the Class 2-A-2 Certificates, (iii) the product of
(A) 5.185185185% and (B) the Current Principal Amount of the Class
2-A-3 Certificates, (iv) the product of (A) 3.703703704% and (B) the
Current Principal Amount of Component 2-A-6-I, and (v) the product of
(A) 3.703703704% and (B) the Current Principal Amount of Component
2-A-6-II. The initial Notional Amount of the Class 2-A-4 Certificates
will be $2,227,593.
(7) Composed of Component 2-A-6-I in the initial Current Principal Amount
of $9,303,000 and Component 2-A-6-II in the initial Current Principal
Amount of $24,249,000.
(8) During the initial Interest Accrual Period, interest will accrue on
the Class 2-A-9 Certificates at the rate of 6.5375% per annum. During
each Interest Accrual Period thereafter, interest will accrue on the
Class 2-A-9 Certificates at a per annum rate of 0.85% above LIBOR,
determined monthly as described herein, subject to a maximum rate of
8.50% and a minimum rate of 0.85%.
(9) During the initial Interest Accrual Period, interest will accrue on
the Class 2-A-10 Certificates at the rate of 7.5696% per annum. During
each Interest Accrual Period thereafter, interest will accrue on the
Class 2-A-10 Certificates at a per annum rate equal to 29.5071% -
(3.8571 x LIBOR) determined monthly as described herein, subject to a
maximum rate of 29.50714% and a minimum rate of 0.00%.
(10) The Class 2-X Certificates will have a Notional Amount equal to the
aggregate Scheduled Principal Balances of the Non-Discount Mortgage
Loans in Mortgage Loan Group 2 and will bear interest on their
Notional Amount at a variable Pass-Through Rate equal to the weighted
average of the excess of (a) the Net Rate on each such Non-Discount
Mortgage Loan over (b) 6.75% per annum. For the Class 2-X
Certificates, the initial Notional Amount will be $98,918,647 and the
Pass-Through Rate for the initial Interest Accrual Period is 0.601%
per annum.
(11) During each Interest Accrual Period, the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 and Class B-6 Certificates will each bear
interest at a variable Pass-through Rate equal to the weighted average
of 7.00% and 6.75%, where 7.00% is given a weight equal to the excess
of the Scheduled Principal Balance of the Group 1 Mortgage Loans over
the Current Principal Amount of the Group 1 Senior Certificates and
6.75% is given a weight equal to the excess of the Scheduled Principal
Balance of the Group 2 Mortgage Loans over the Current Principal
Amount of the Group 2 Senior Certificates. The Pass- Through Rate for
the initial Interest Accrual Period for these Certificates will be
6.898% per annum.
(12) During each Interest Accrual Period, the Class 3-A-5 Certificates will
bear interest at a variable Pass-Through Rate equal to the weighted
average of the Net Rates of the Group 3 Mortgage Loans. The
Pass-Through Rate for the Class 3-A-5 Certificates for the initial
Interest Accrual Period is 6.941% per annum.
(13) The Class 3-X Certificates will have a Notional Amount equal to the
Sub-Group 3A Percentage of the aggregate Scheduled Principal Balances
of the Non-Discount Mortgage Loans in Mortgage Loan Group 3 and will
bear interest on their Notional Amount at a variable Pass-Through Rate
equal to the weighted average of the excess of (a) the Net Rate on
each such Non-Discount Mortgage Loan over (b) 6.50% per annum. For the
Class 3-X Certificates, the initial Notional Amount will be
$60,825,842 and the Pass- Through Rate for the initial Interest
Accrual Period is 0.479% per annum.
(14) During each Interest Accrual Period, the Class 3-B-1, Class 3-B-2,
Class 3-B-3, Class 3-B-4, Class 3-B-5 and Class 3-B-6 Certificates
will bear interest on their respective Current Principal Amounts at a
variable Pass-Through Rate equal to the sum of 2.890068558% (or the
Sub-Group 3A Percentage x 6.50%) plus the Sub-Group 3B Percentage of
the weighted average of the Net Rates of the Group 3 Mortgage Loans.
The Pass-Through Rate for the these Certificates for the initial
Interest Accrual Period is 6.745% per annum.
(15) The Class 4-X Certificates will have a Notional Amount equal to the
aggregate Scheduled Principal Balances of the Non-Discount Mortgage
Loans in Mortgage Loan Group 4 and will bear interest on their
Notional Amount at a variable Pass-Through Rate equal to the weighted
average of the excess of (a) the Net Rate on each such Non-Discount
Mortgage Loan over (b) 6.75% per annum. For the Class 4-X
Certificates, the initial Notional Amount will be $133,588,967 and the
Pass-Through Rate for the initial Interest Accrual Period is 0.994%
per annum.
(16) The Class PO Certificates are principal only certificates and will not
bear interest. The Current Principal Amount of the Class PO
Certificates initially will be the amount shown above and is composed
of Component 1-PO, Component 2-PO, Component 3-PO and Component 4-PO,
equal to a strip of principal from the Discount Mortgage Loans in
Mortgage Loan Groups 1, 2, 3 and 4, respectively.
The original principal amount of one or more Classes of Certificates
may be increased or decreased by SAMI by up to 10%, depending upon the Mortgage
Loans actually acquired by SAMI and delivered to the Trustee. In addition, the
original principal amount of any Class of Certificates may be adjusted, as
necessary, to obtain the required ratings on the Certificates from the Rating
Agencies. Accordingly, any investor's commitments with respect to the
Certificates may be correspondingly decreased or increased.
The Certificates purchased by the Underwriter will be offered from time to time
by the Underwriter in negotiated transactions at varying prices to be determined
at the time of sale.
DEFINED TERMS: Terms not otherwise defined herein shall have the meanings given
to such terms in the Pooling and Servicing Agreement dated as of June 1, 1998,
among Structured Asset Mortgage Investments Inc., as seller, Norwest Bank
Minnesota, N.A., as master servicer, and The First National Bank of Chicago, as
trustee.
FORM OF CERTIFICATES BEING PURCHASED BY THE UNDERWRITER: Book Entry except for
the Class R-1, Class R-2, Class R-3, Class R-4, Class R-5, and Class R-6
Certificates which will be in certificated, fully registered form.
DISTRIBUTION DATES: The 25th day of each month or, if such 25th day is not a
business day, the next succeeding business day commencing in July, 1998.
CERTIFICATE RATING FOR THE CERTIFICATES BEING PURCHASED BY THE UNDERWRITERS:
Rating
---------------------------
CLASS S&P Fitch
Class 1-A-1 AAA AAA
Class 1-A-2 AAA AAA
Class 1-A-3 AAA AAA
Class 1-A-4 AAA AAA
Class 1-A-5 AAA AAA
Class 1-A-6 AAA AAA
Class 1-A-7 AAAr AAA
Class 1-A-8 AAA AAA
Class 1-X AAAr AAA
Class 2-A-1 AAA AAA
Class 2-A-2 AAA AAA
Class 2-A-3 AAA AAA
Class 2-A-4 AAAr AAA
Class 2-A-5 AAA AAA
Class 2-A-6 AAA AAA
Class 2-A-7 AAA AAA
Class 2-A-8 AAA AAA
Class 2-A-9 AAA AAA
Class 2-A-10 AAA AAA
Class 2-A-11 AAA AAA
Class 2-X AAAr AAA
Class B-1 -- AA
Class B-2 -- A
Class B-3 -- BBB
Class 3-A-1 AAA AAA
Class 3-A-2 AAA AAA
Class 3-A-3 AAA AAA
Class 3-A-4 AAA AAA
Class 3-A-5 AAA AAA
Class 3-X AAAr AAA
Class 3-B-1 -- AA
Class 3-B-2 -- A
Class 3-B-3 -- BBB
Class 4-A-1 AAA AAA
Class 4-A-2 AAA AAA
Class 4-A-3 AAA AAA
Class 4-X AAAr AAA
Class 4-B-1 -- AA
Class 4-B-2 -- A
Class 4-B-3 -- BBB
Class PO AAAr AAA
Class R-1 AAA AAA
Class R-2 AAA AAA
Class R-3 AAA AAA
Class R-4 AAA AAA
Class R-5 AAA AAA
Class R-6 AAA AAA
MORTGAGE ASSETS: The Mortgage Loans to be included in the Trust Fund are as
described in Annex A hereto.
PURCHASE PRICE: The aggregate purchase price payable by the Underwriter for the
Certificates covered by this Agreement will be $522,107,668 (plus $3,056,776 in
accrued interest).
CREDIT ENHANCEMENT: None other than the subordination described in the related
Prospectus Supplement.
CLOSING DATE: June 30, 1998, 9:00 a.m., New York time.
Each Underwriter will indemnify and hold harmless any other Underwriter and each
person, if any, who controls such Underwriter within the meaning of either the
Securities Act of 1933, as amended (the "1933 Act") or the Securities Exchange
Act of 1934 (the "1934 Act") (collectively, the "Non-Indemnifying Underwriter")
from and against any and all losses, claims, damages, expenses (including
reasonable attorney's fees) or liabilities ("Liabilities"), joint or several, to
which any Non-Indemnifying Underwriter becomes subject under the 1933 Act, the
1934 Act or other federal or state statute, law or regulation, common law or
otherwise, insofar as such Liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement of a material fact contained in any
computational or other written materials mailed or otherwise transmitted by such
indemnifying Underwriter in connection with the Certificates or in any revision
or amendment thereof or supplement thereto and agrees to reimburse such Non-
Indemnifying Underwriter for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such Liability or action.
This indemnity agreement will be in addition to any liability that any
Underwriter may otherwise have. The undersigned, as the Underwriter, agrees,
subject to the terms and provisions of the above- referenced Underwriting
Agreement, which is incorporated herein in its entirety and made a part hereof,
to purchase the respective principal amounts of the Classes of the
above-referenced Series of Certificates as set forth herein.
BEAR, STEARNS & CO. INC.
By: /s/ Jeffrey Mayer
-------------------------
Name: Jeffrey Mayer
Title: Senior Managing Director
Accepted:
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
By: /s/ Mary Haggarty
------------------------
Name: Mary Haggerty
Title: Vice President
<PAGE>
ANNEX A
Mortgage Loan Schedule
SEE EXHIBIT B OF THE POOLING AND SERVICING AGREEMENT
Exhibit 4.1
EXECUTION COPY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.,
SELLER,
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
MASTER SERVICER AND CUSTODIAN,
and
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
---------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1998
--------------------------------
Structured Asset Mortgage Investments Inc.
Mortgage Pass-Through Certificates
Series 1998-8
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I
Definitions .......................................................... I-1
ARTICLE II Conveyance of Mortgage Loans; Original Issuance of
Certificates
2.01. Conveyance of Mortgage Loans to Trustee............................II-1
2.02. Acceptance of Mortgage Loans by Trustee............................II-3
2.03. Representations, Warranties and Covenants of the Master
Servicer....................................................II-5
2.03A. Assignment of Interest in the Mortgage Loan Purchase
Agreement...................................................II-6
2.04. Substitution of Mortgage Loans.....................................II-7
2.05. Representations and Warranties of the Trustee......................II-8
2.06. Issuance of Certificates...........................................II-9
2.07. Representations and Warranties Concerning the Seller...............II-9
2.08. The Custodian......................................................II-10
ARTICLE III Administration and Servicing of Mortgage Loans
3.01. Master Servicer to Master Service..................................III-1
3.02. Sub-Servicing Agreement Between the Master Servicer and
Sub-Servicers...............................................III-2
3.03. Successor Sub-Servicers............................................III-2
3.04. [Reserved].........................................................III-2
3.05. Assumption of Master Servicing by Trustee..........................III-2
3.06. Collection of Mortgage Loan Payments...............................III-3
3.07. Collection of Taxes, Assessments and Similar Items;
Servicing Accounts..........................................III-3
3.08. Access to Certain Documentation and Information Regarding
the Mortgage Loans..........................................III-4
3.09. Maintenance of Primary Mortgage Insurance Policies;
Collection Thereunder.......................................III-5
3.10. Maintenance of Hazard Insurance and Fidelity Coverage..............III-5
3.11. Due-on-Sale Clauses; Assumption Agreements.........................III-6
3.12. Realization Upon Defaulted Mortgage Loans..........................III-7
3.13. Trustee to Cooperate; Release of Mortgage Files....................III-8
3.14. Master Servicing and Sub-Servicing Compensation....................III-9
3.15. Annual Statement of Compliance.....................................III-10
3.16. Annual Independent Public Accountants' Servicing Report............III-10
3.17. REMIC-Related Covenants............................................III-11
3.18. Additional Information.............................................III-11
ARTICLE IV Accounts
4.01. Protected Accounts.................................................IV-1
4.02. Certificate Account................................................IV-3
4.03. Permitted Withdrawals and Transfers from the Certificate
Account.....................................................IV-4
4.04 Custody Account.....................................................IV-7
4.05 Interest Reserve Account............................................IV-8
ARTICLE V Certificates
5.01. Certificates........................................................V-1
5.02. Registration of Transfer and Exchange of Certificates...............V-16
5.03. Mutilated, Destroyed, Lost or Stolen Certificates...................V-20
5.04. Persons Deemed Owners...............................................V-20
5.05. Transfer Restrictions on Residual Certificates......................V-20
5.06. Restrictions on Transferability of Private Certificates.............V-22
5.07. ERISA Restrictions..................................................V-22
5.08. Rule 144A Information...............................................V-23
ARTICLE VI Payments to Certificateholders
6.01. Distributions on the Certificates...................................VI-1
6.02. [Reserved]..........................................................VI-13
6.03. Allocation of Losses................................................VI-13
6.04. [Reserved]..........................................................VI-18
6.05. Payments............................................................VI-18
6.06. Statements to Certificateholders....................................VI-19
6.07. [Reserved]..........................................................VI-21
6.08. Monthly Advances....................................................VI-21
6.09. Compensating Interest Payments......................................VI-21
6.10. Reports of Foreclosures and Abandonment of Mortgaged Property.......VI-22
ARTICLE VII The Master Servicer
7.01. Liabilities of the Master Servicer.................................VII-1
7.02. Merger or Consolidation of the Master Servicer.....................VII-1
7.03. Indemnification of the Trustee.....................................VII-1
7.04. Limitation on Liability of the Master Servicer and Others..........VII-2
7.05. Master Servicer Not to Resign......................................VII-3
7.06. [Reserved].........................................................VII-3
7.07. Sale and Assignment of Master Servicing............................VII-3
ARTICLE VIII Default
8.01. Events of Default.................................................VIII-1
8.02. Trustee to Act; Appointment of Successor..........................VIII-2
8.03. Notification to Certificateholders................................VIII-3
8.04. Waiver of Defaults................................................VIII-3
8.05. List of Certificateholders........................................VIII-4
ARTICLE IX Concerning the Trustee
9.01. Duties of Trustee..................................................IX-1
9.02. Certain Matters Affecting the Trustee..............................IX-2
9.03. Trustee Not Liable for Certificates or Mortgage Loans..............IX-4
9.04. Trustee May Own Certificates.......................................IX-4
9.05. Trustee's Fees and Expenses........................................IX-4
9.06. Eligibility Requirements for Trustee...............................IX-5
9.07. Insurance..........................................................IX-5
9.08. Resignation and Removal of the Trustee.............................IX-5
9.09. Successor Trustee..................................................IX-6
9.10. Merger or Consolidation of Trustee.................................IX-6
9.11. Appointment of Co-Trustee or Separate Trustee......................IX-7
9.12. Master Servicer Shall Provide Information as Reasonably
Required....................................................IX-8
9.13. Federal Information Returns and Reports to Certificateholders......IX-8
ARTICLE X Termination
10.01. Termination Upon Repurchase by the Seller or its
Designee or Liquidation of the Mortgage Loans...............X-1
10.02 Additional Termination Requirements................................X-3
ARTICLE XI Miscellaneous Provisions
11.01. Intent of Parties.................................................XI-1
11.02. Amendment.........................................................XI-1
11.03. Recordation of Agreement..........................................XI-2
11.04. Limitation on Rights of Certificateholders........................XI-2
11.05. Acts of Certificateholders........................................XI-3
11.06. [Reserved]........................................................XI-4
11.07. Governing Law.....................................................XI-4
11.08. Notices...........................................................XI-4
11.09. Severability of Provisions........................................XI-4
11.10. Successors and Assigns............................................XI-4
11.11. Article and Section Headings......................................XI-4
11.12. Counterparts......................................................XI-5
11.13 Notice to Rating Agencies.........................................XI-5
<PAGE>
EXHIBITS
Exhibit A-1 - Form of Face of Certificates
Exhibit A-2 - Form of Reverse of Certificates
Exhibit B-1 - Group 1 Mortgage Loan Schedule
Exhibit B-2 - Group 2 Mortgage Loan Schedule
Exhibit B-3 - Group 3 Mortgage Loan Schedule
Exhibit B-4 - Group 4 Mortgage Loan Schedule
Exhibit C - Representations and Warranties of BSMCC Concerning
the Mortgage Loans
Exhibit D - Request for Release of Documents
Exhibit E - Form of Affidavit pursuant to Section 860E(e)(4)
Exhibit F-1 - Form of Investment Letter
Exhibit F-2 - Form of Rule 144A and Related Matters Certificate
Exhibit G - Form of Initial Certification
Exhibit H - Form of Final Certification
Exhibit I - Planned Balances of the PAC Certificates
Exhibit J - List of Mortgage Loans for which Mortgage Notes are Lost
<PAGE>
POOLING AND SERVICING AGREEMENT
Pooling and Servicing Agreement dated as of June 1, 1998, among
Structured Asset Mortgage Investments Inc., a Delaware corporation, as the
seller (the "Seller"), Norwest Bank Minnesota, National Association, a national
banking association ("Norwest"), as master servicer (in such capacity, the
"Master Servicer") and as custodian (in such capacity the "Custodian"), and The
First National Bank of Chicago, a national banking association, not in its
individual capacity but solely as trustee (the "Trustee").
PRELIMINARY STATEMENT
On or prior to the Closing Date, the Seller has acquired the Mortgage
Loans from Bear Stearns Mortgage Capital Corporation ("BSMCC"). On the Closing
Date, the Seller will sell the Mortgage Loans and certain other property to the
Trust Fund and receive in consideration therefor Certificates evidencing the
entire beneficial ownership interest in the Trust Fund. Norwest will be the
Master Servicer for the Mortgage Loans.
The Trustee on behalf of the Trust shall make an election for the
assets constituting REMIC VI to be treated for federal income tax purposes as a
REMIC. On the Startup Day, all the Classes of REMIC VI Regular Certificates will
be designated "regular interests" in such REMIC and the Class R-6 Certificate
will be designated the "residual interests" in such REMIC.
The Trustee on behalf of the Trust shall make an election for the
assets constituting REMIC V to be treated for federal income tax purposes as a
REMIC. On the Startup Day, all the Classes of REMIC V Regular Certificates will
be designated "regular interests" in such REMIC and the Class R-5 Certificates
will be designated the "residual interests" in such REMIC.
The Trustee on behalf of the Trust shall make an election for the
assets constituting REMIC IV to be treated for federal income tax purposes as a
REMIC. On the Startup Day, all the Classes of REMIC IV Regular Certificates will
be designated "regular interests" in such REMIC and the Class R-4 Certificate
will be designated the "residual interests" in such REMIC.
The Trustee on behalf of the Trust shall make an election for the
assets constituting REMIC III to be treated for federal income tax purposes as a
REMIC. On the Startup Day, all the Classes of REMIC III Regular Certificates
will be designated "regular interests" in such REMIC and the Class R-3
Certificates will be designated the "residual interests" in such REMIC.
The Trustee on behalf of the Trust shall make an election for the
assets constituting REMIC II to be treated for federal income tax purposes as a
REMIC. On the Startup Day, all the Classes of REMIC II Regular Certificates will
be designated "regular interests" in such REMIC and the Class R-2 Certificates
will be designated the "residual interests" in such REMIC.
The Trustee on behalf of the Trust shall make an election for the
assets constituting REMIC I to be treated for federal income tax purposes as a
REMIC. On the Startup Day, all the Classes of Certificates except for the
Residual Certificates will be designated "regular interests" in such REMIC and
the Class R-1 Certificates will be designated the "residual interests" in such
REMIC.
The Mortgage Loans will have an Outstanding Principal Balance as of
the Cut-off Date, after deducting all Scheduled Principal due on or before the
Cut-off Date, of $524,129,196.63. The initial principal amount of the
Certificates will not exceed such Outstanding Principal Balance.
In consideration of the mutual agreements herein contained, the
Seller, the Master Servicer and the Trustee agree as follows:
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ARTICLE I
Definitions
Whenever used in this Agreement, the following words and phrases,
unless otherwise expressly provided or unless the context otherwise requires,
shall have the meanings specified in this Article.
ACCOUNT: The Custody Account, the Certificate Account (including each
sub-account thereof), the Protected Accounts, the Master Servicer Collection
Account, the Interest Reserve Account or the Servicing Accounts as the context
may require.
ACCRUED CERTIFICATE INTEREST: For any Certificate (other than the
Class PO Certificate) for any Distribution Date, the interest accrued during the
related Interest Accrual Period at the applicable Pass-Through Rate on the
Current Principal Amount (or in the case of the Notional Amount Certificates,
its Notional Amount) of such Certificate immediately prior to such Distribution
Date, calculated on the basis of a 360-day year consisting of twelve 30-day
months, less (i) in the case of an interest bearing Senior Certificate of a
Certificate Group, such Certificate's share of any Net Interest Shortfall and
the interest portion of any Excess Losses and, after the applicable Cross-Over
Date, the interest portion of any Realized Losses applicable to its related
Mortgage Loan Group and (ii) in the case of a Subordinate Certificate, such
Certificate's share of any Net Interest Shortfall and the interest portion of
any Realized Losses applicable to its related Mortgage Loan Group.
ADJUSTMENT AMOUNT: For each anniversary of the Cut-off Date, the
"Adjustment Amount" for each Mortgage Loan Group shall be equal to the amount,
if any, by which the applicable Special Hazard Loss Amount (without giving
effect to the deduction of the Adjustment Amount for such anniversary) exceeds
the lesser of (A) an amount calculated by the Depositor and approved by each of
S&P and Fitch, which amount shall not be less than $500,000, and (B) the greater
of (x) 1.0% (or if greater than 1.0%, the highest percentage of Mortgage Loans
of the applicable Mortgage Loan Group by principal balance secured by Mortgaged
Properties in any California zip code) of the outstanding principal balance of
all the Mortgage Loans of the applicable Mortgage Loan Group on the Distribution
Date immediately preceding such anniversary and (y) twice the outstanding
principal balance of the Mortgage Loan of the applicable Mortgage Loan Group
which has the largest outstanding principal balance on the Distribution Date
immediately preceding such anniversary.
ADVANCING DATE: The Business Day preceding the related Distribution
Date.
AFFILIATE: As to any Person, any other Person controlling, controlled
by or under common control with such Person. "Control" means the power to direct
the management and policies of a Person, directly or indirectly, whether through
ownership of voting securities, by contract or otherwise. "Controlled" and
"Controlling" have meanings correlative to the foregoing. The Trustee may
conclusively presume that a Person is not an Affiliate of another Person unless
a Responsible Officer of the Trustee has actual knowledge to the contrary.
AGREEMENT: This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.
ALLOCABLE SHARE: With respect to each Class of Subordinate
Certificates in each Certificate Group:
(a) as to any Distribution Date and amounts distributable
pursuant to clauses (i) and (iii) of the applicable Subordinate Optimal
Principal Amount for such Certificate Group, the fraction, expressed as
a percentage, the numerator of which is the Current Principal Amount of
such Class and the denominator of which is the aggregate Current
Principal Amount of all Classes of the Subordinate Certificates of such
Certificate Group; and
(b) as to any Distribution Date and amounts distributable
pursuant to clauses (ii), (iv) and (v) of the applicable Subordinate
Optimal Principal Amount for such Certificate Group, and as to each
Class of Subordinate Certificates of such Certificate Group (other than
the Class of Subordinate Certificates of such Certificate Group having
the lowest numerical designation as to which the Class Prepayment
Distribution Trigger shall not be applicable) for which (x) the related
Class Prepayment Distribution Trigger has been satisfied on such
Distribution Date, the fraction, expressed as a percentage, the
numerator of which is the Current Principal Amount of such Class and
the denominator of which is the aggregate Current Principal Amount of
all Classes of Subordinate Certificates of such Certificate Group and
(y) the related Class Prepayment Distribution Trigger has not been
satisfied on such Distribution Date, 0%; provided that if on a
Distribution Date, the Current Principal Amount of any Class of
Subordinate Certificates of such Certificate Group for which the
related Class Prepayment Distribution Trigger was satisfied on such
Distribution Date is reduced to zero, any amounts distributed pursuant
to this clause (b), to the extent of such Class's remaining Allocable
Share, shall be distributed to the remaining Classes of Subordinate
Certificates of such Certificate Group which satisfy the related Class
Prepayment Distribution Trigger and to the Subordinate Class having the
lowest numerical designation in reduction of their respective Current
Principal Amounts in the order of their numerical Class designations.
APPLICABLE CREDIT RATING: A credit rating of AAA, in the case of S&P
or a rating of AAA, in the case of Fitch, for any long-term deposit or security
or a rating of A-1+, in the case of S&P, or Fitch-1 in the case of Fitch, for
any short-term deposit or security.
APPLICABLE STATE LAW: For purposes of Section 9.13(d), the Applicable
State Law shall be (a) the law of the State of New York, (b) the law of the
State of Illinois and (c) such other state law whose applicability shall have
been brought to the attention of the Trustee or Master Servicer by either (i) an
Opinion of Counsel delivered to it, or (ii) written notice from the appropriate
taxing authority as to the applicability of such state law.
APPRAISED VALUE: For any Mortgaged Property, the amount set forth as
the appraised value of such Mortgaged Property in an appraisal made for the
mortgage originator in connection with its origination of the related Mortgage
Loan.
ASSUMED FINAL DISTRIBUTION DATE: With respect to each Class of Group 1
Senior Certificates, July 25, 2028, with respect to each Class of Group 2 Senior
Certificates, July 25, 2028, with respect to each Class of Group 1-2 Subordinate
Certificates, July 25, 2028, with respect to each Class of Group 3 Certificate,
July 25, 2013 and with respect to each Class of Group 4 Certificates, July 25,
2028.
AVAILABLE FUNDS: With respect to any Distribution Date, the sum of the
Group 1 Available Funds, the Group 2 Available Funds, the Group 3 Available
Funds and the Group 4 Available Funds for such Distribution Date.
BANKRUPTCY CODE: The United States Bankruptcy Code, as amended as
codified in 11 U.S.C. " 101-1330.
BANKRUPTCY COVERAGE TERMINATION DATE: For each Mortgage Loan Group,
the Distribution Date upon which the applicable Bankruptcy Loss Amount for such
Group has been reduced to zero or a negative number (or the applicable Group 1-2
Cross-Over Date in the case of Mortgage Loan Group 1 and Mortgage Loan Group 2,
the Group 3 Cross-Over Date in the case of Mortgage Loan Group 3 and the Group 4
Cross-Over Date in the case of Mortgage Loan Group 4, in each case if earlier).
BANKRUPTCY LOSS: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction, as reported by the applicable Sub-Servicer
to the Master Servicer.
BANKRUPTCY LOSS AMOUNT: As of any Determination Date, the Bankruptcy
Loss Amount shall equal $100,000 for Mortgage Loan Groups 1 and 2, and $100,000
for each of Mortgage Loan Group 3 and 4, in each case as reduced by the
aggregate amount of Bankruptcy Losses with respect to each Mortgage Loan Group
(or Mortgage Loan Group 1 and Mortgage Loan Group 2 in the aggregate) since the
Cut-off Date.
BOOK-ENTRY CERTIFICATES: Initially, all Classes of Certificates other
than the Private Certificates and the Residual Certificates.
BSMCC: Bear Stearns Mortgage Capital Corporation.
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or (ii) a
day on which the New York Stock Exchange is closed or on which banking
institutions in New York City, Maryland, Minnesota or Chicago, Illinois or in
the jurisdiction in which the applicable Sub-Servicer or Master Servicer are
authorized or obligated by law or executive order to be closed.
CERTIFICATE: Any mortgage pass-through certificate evidencing a
beneficial ownership interest in the Trust Fund signed and countersigned by the
Trustee in substantially the forms annexed hereto as Exhibit A-1 and A-2, with
the blanks therein appropriately completed.
CERTIFICATE ACCOUNT: The trust account or accounts created and
maintained pursuant to Section 4.02, which shall be denominated "The First
National Bank of Chicago, as Trustee f/b/o holders of Structured Asset Mortgage
Investments Inc. Mortgage Pass-Through Certificates, Series 1998-8 - Certificate
Account" which shall have four sub-accounts as provided in Section 4.02.
CERTIFICATE ACCOUNT ADVANCE: As of any Determination Date, the amount
on deposit in a Protected Account or Custody Account which is not required to be
transferred to the Certificate Account for distribution during the calendar
month in which such Determination Date occurs but which is deposited in a
sub-account of the Certificate Account and used to make a distribution to
Certificateholders during such calendar month on account of Scheduled Payments
on the Mortgage Loans due on the Due Date for such month not being paid on or
before such Determination Date except insofar as such unpaid amounts are the
result of application of the Relief Act.
CERTIFICATE GROUP: Certificate Group 1, Certificate Group 2,
Certificate Group 1-2, Certificate Group 3 and Certificate Group 4.
CERTIFICATE GROUP 1: The Group of Certificates which is composed of
the Group 1 Senior Certificates.
CERTIFICATE GROUP 2: The Group of Certificates which is composed of
the Group 2 Senior Certificates.
CERTIFICATE GROUP 1-2: The Group of Certificates which is composed of
the Group 1-2 Subordinate Certificates.
CERTIFICATE GROUP 3: The Group of Certificates which is composed of
the Group 3 Certificates.
CERTIFICATE GROUP 4: The Group of Certificates which is composed of
the Group 4 Certificates.
CERTIFICATE OWNER: Any Person who is the beneficial owner of a
Certificate registered in the name of the Depository or its nominee.
CERTIFICATE REGISTER: The register maintained pursuant to Section
5.02.
CERTIFICATE SUB-GROUP: With respect to Certificate Group 3, Sub-Group
3-A and Sub-Group 3-B.
CERTIFICATEHOLDER: A Holder of a Certificate.
CLASS: With respect to the Certificates, 1-A-1, 1-A-2, 1-A-3, 1-A-4,
1-A-5, 1-A-6, 1-A-7, 1-A-8, 1-X, 2-A-1, 2-A-2, 2-A-3, 2-A-4, 2-A-5, 2-A-6,
2-A-7, 2-A-8, 2-A-9, 2-A-10, 2-A-11, 2-X, B-1, B-2, B-3, B-4, B-5, B-6, 3-A-1,
3-A-2, 3-A-3, 3-A-4, 3-A-5, 3-X, 3-B-1, 3-B-2, 3-B-3, 3-B-4, 3-B-5, 3-B-6,
4-A-1, 4-A-2, 4-A-3, 4-X, 4-B-1, 4-B-2, 4-B-3, 4-B-4, 4-B-5, 4-B-6, PO, R-1,
R-2, R-3, R-4, R-5 and R-6.
CLASS 1-A-4 INCREMENTAL INTEREST AMOUNT: With respect to each
Distribution Date through and including the Distribution Date in June 1999, an
amount equal to the excess of Accrued Certificate Interest due to the Class
1-A-4 Certificates on such Distribution Date over the amount of such Accrued
Certificate Interest calculated as if such Class 1-A-4 Certificates had a
Pass-Through Rate of 7.00%.
CLASS 1-A-8 OPTIMAL PRINCIPAL AMOUNT: As defined in Section
6.01(a)(i)(D).
CLASS 1-A-8 PRO RATA OPTIMAL PRINCIPAL AMOUNT: As defined in Section
6.01(a)(i)(E).
CLASS 2-A-11 OPTIMAL PRINCIPAL AMOUNT: As defined in Section
6.01(a)(ii)(D).
CLASS 2-A-11 PRO RATA OPTIMAL PRINCIPAL AMOUNT: As defined in Section
6.01(a)(ii)(E).
CLASS 3-A-4 OPTIMAL PRINCIPAL AMOUNT: As defined in Section
6.01(a)(v)(D).
CLASS 3-A-4 PRO RATA OPTIMAL PRINCIPAL AMOUNT: As defined in Section
6.01(a)(v)(E).
CLASS PREPAYMENT DISTRIBUTION TRIGGER: For a Class of Subordinate
Certificates in any Certificate Group for any Distribution Date, the Class
Prepayment Distribution Trigger is satisfied if the fraction (expressed as a
percentage), the numerator of which is the aggregate Current Principal Amount of
such Class and each Class of Subordinate Certificates in the same Certificate
Group subordinate thereto, if any, and the denominator of which is the Scheduled
Principal Balance of all of the Mortgage Loans in the related Mortgage Loan
Group (or Mortgage Loan Group 1 and Mortgage Loan Group 2 in the case of a Class
of Group 1-2 Subordinate Certificates) as of the related Due Date, equals or
exceeds such percentage calculated as of the Closing Date.
CMC: Cendant Mortgage Corporation, or its successors in interest.
CMC MORTGAGE LOANS: The Group 3 Mortgage Loans in the aggregate
principal amount of $37,522,917.48 that were originated or acquired by CMC, as
indicated on the Mortgage Loan Schedule relating to the Group 3 Mortgage Loans,
and sold to SAMI pursuant to the Mortgage Loan Purchase Agreement and subject to
the CMC Sub-Servicing Agreement.
CMC SUB-SERVICING AGREEMENT: The Purchase, Warranties and Servicing
Agreement dated as of May 1, 1998 between BSMCC and CMC, as amended or
supplemented from time to time.
CLOSING DATE: June 30, 1998.
CODE: The Internal Revenue Code of 1986, as amended.
COMPENSATING INTEREST PAYMENTS: As defined in Section 6.09.
COMPONENT: The Component 1-PO, the Component 2-PO, the Component 3-PO,
the Component 4-PO, Component 2-A-6-I and Component 2-A-6-II.
COMPONENT CERTIFICATES: Class 2-A-6 and Class PO Certificates.
COMPONENT 1-PO: An amount equal to the strip of principal from the
Discount Mortgage Loans in Mortgage Loan Group 1, initially $453,766.
COMPONENT 2-PO: An amount equal to the strip of principal from the
Discount Mortgage Loans in Mortgage Loan Group 2, initially $16,673.
COMPONENT 3-PO: An amount equal to the strip of principal from the
Discount Mortgage Loans in Mortgage Loan Group 3, initially $99,091.
COMPONENT 4-PO: An amount equal to the strip of principal from the
Discount Mortgage Loans in Mortgage Loan Group 4, initially $12,562.
COMPONENT 2-A-6-I: The portion of the Class A-6 Certificate having an
initial principal amount of $9,303,000.
COMPONENT 2-A-6-II: The portion of the Class A-6 Certificate having an
initial principal amount of $24,249,000.
COMPONENT PO CASH SHORTFALL: The Component 1-PO Cash Shortfall,
Component 2-PO Cash Shortfall, Component 3-PO Cash Shortfall and/or Component
4-PO Cash Shortfall.
COMPONENT 1-PO CASH SHORTFALL: As defined in Section 6.01(a)(i)(C)
COMPONENT 2-PO CASH SHORTFALL: As defined in Section 6.01(a)(ii)(C)
COMPONENT 3-PO CASH SHORTFALL: As defined in Section 6.01(a)(v)(C)
COMPONENT 4-PO CASH SHORTFALL: As defined in Section 6.01(a)(vii)(C)
COMPONENT PO DEFERRED AMOUNT: With respect to each Distribution Date
through the applicable Cross-Over Date, the aggregate of all amounts allocable
on such Distribution Date to Component 1-PO, Component 2-PO, Component 3-PO and
Component 4-PO, in respect of the principal portion of applicable Realized
Losses on Discount Mortgage Loans in the Mortgage Loan Groups 1, 2, 3 and 4,
respectively, and the applicable Component PO Cash Shortfall for Component 1-PO,
Component 2-PO, Component 3-PO and Component 4-PO, respectively, and all amounts
previously allocated in respect of such losses and such shortfalls to the
Component 1-PO, Component 2-PO, Component 3-PO and Component 4-PO, respectively,
and not distributed on prior Distribution Dates. No interest shall accrue on any
Component PO Deferred Amount.
COMPONENT PO DEFERRED PAYMENT WRITEDOWN AMOUNT: With respect to any
Distribution Date, the amount if any, distributed on such date in respect of the
Component 1-PO, Component 2-PO, Component 3-PO and Component 4-PO Deferred
Amounts, respectively, pursuant to Sections 6.01(a)(i)(A) FOURTH, 6.01(a)(ii)(A)
FOURTH, 6.01(a)(v)(A)(I) FOURTH, and 6.01(a)(vii)(A) FOURTH, respectively.
COMPONENT PO PRINCIPAL DISTRIBUTION AMOUNT: With respect to Component
1-PO, Component 2-PO, Component 3-PO and Component 4-PO on each Distribution
Date, an amount, without duplication, equal to the sum of:
(i) the applicable PO Percentage of all scheduled payments of
principal due on each Discount Mortgage Loan in the related Mortgage
Loan Group on the related Due Date as specified in the amortization
schedule at the time applicable thereto (after adjustments for previous
principal prepayments, but before any adjustment to such amortization
schedule by reason of any other bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period);
(ii) the applicable PO Percentage of the Scheduled Principal
Balance of each Discount Mortgage Loan in the related Mortgage Loan
Group which was the subject of a Voluntary Principal Prepayment in full
received by the related Sub-Servicer during the applicable Prepayment
Period;
(iii) the applicable PO Percentage of all Voluntary Principal
Prepayments in part for each Discount Mortgage Loan in the related
Mortgage Loan Group received during the applicable Prepayment Period;
(iv) the lesser of (a) the applicable PO Percentage of the sum
of (A) all Net Liquidation Proceeds allocable to principal on each
Discount Mortgage Loan in the related Mortgage Loan Group which became
a Liquidated Mortgage Loan during the related Prepayment Period (other
than a Discount Mortgage Loan described in clause (B)) and (B) the
Scheduled Principal Balance of each such Discount Mortgage Loan
purchased by an Insurer from the Trustee during the related Prepayment
Period pursuant to the related Primary Mortgage Insurance Policy, if
any, or otherwise; and (b) the applicable PO Percentage of the sum of
(A) the Scheduled Principal Balance of each Discount Mortgage Loan in
the related Mortgage Loan Group which became a Liquidated Mortgage Loan
during the related Prepayment Period (other than a Discount Mortgage
Loan described in clause (B)) and (B) the Scheduled Principal Balance
of each such Mortgage Loan that was purchased by an Insurer from the
Trustee during the related Prepayment Period pursuant to the related
Primary Mortgage Insurance Policy, if any, or otherwise, less (C) in
the case of clause (b), the applicable PO Percentage of the principal
portion of Excess Losses (other than Debt Service Reductions) with
respect to Discount Mortgage Loans in the related Mortgage Loan Group
incurred during the related Prepayment Period; and
(v) the applicable PO Percentage of the sum of (a) the
Scheduled Principal Balance of each Discount Mortgage Loan or REO
Property in the related Mortgage Loan Group which was repurchased by
BSMCC or a Sub-Servicer on such Distribution Date pursuant to Section
2.02 or 2.03(A)(b) and (b) the excess, if any, of the Scheduled
Principal Balance of a Discount Mortgage Loan in the related Mortgage
Loan Group that has been replaced by BSMCC with a Substitute Mortgage
Loan pursuant to Section 2.04 on such Distribution Date over the
Scheduled Principal Balance of such Substitute Mortgage Loan.
COOPERATIVE: A corporation that has been formed for the purpose of
cooperative apartment ownership.
COOPERATIVE ASSETS: Shares issued by Cooperatives, the related Lease
and any other collateral securing the Cooperative Loans.
COOPERATIVE BUILDING: The building and other property owned by a
Cooperative.
COOPERATIVE LOAN: The indebtedness of a Mortgagor evidenced by a
Mortgage Note which is secured by Cooperative Assets and which is being sold to
the Purchaser pursuant to this Agreement, the Mortgage Loans so sold being
identified in the Final Mortgage Loan Schedule.
COOPERATIVE UNIT: A specific dwelling unit in a Cooperative Building
as to which exclusive occupancy rights have been granted pursuant to a Lease.
CORPORATE TRUST OFFICE: The office of the Trustee at which at any
particular time its corporate trust business is administered, which office, at
the date of the execution of this Agreement, is located at One First National
Plaza, Suite 0126, Chicago, Illinois 60670-0126, Attention: Corporate Trust
Services Division, ref: SAMI 1998-8.
CORRESPONDING CLASS: As indicated in Section 5.01(c).
CROSS-OVER DATE: The Group 1-2 Cross-Over Date, the Group 3 Cross-Over
Date and the Group 4 Cross-Over Date.
CURRENT PRINCIPAL AMOUNT: With respect to any Certificate (other than
a Notional Amount Certificate) or Component of a Certificate as of any
Distribution Date, the initial principal amount of such Certificate or
Component, as reduced by (i) all amounts distributed on previous Distribution
Dates on such Certificate or Component with respect to principal, (ii) the
principal portion of all Realized Losses allocated prior to such Distribution
Date to such Certificate or Component, taking account of the Loss Allocation
Limitation applicable to the Certificate Group of such Certificate or Component
and (iii) in the case of a Subordinate Certificate of a Certificate Group, such
Certificate's pro rata share, if any, of the applicable Subordinate Certificate
Writedown Amount for such Group and the applicable Component PO Deferred Payment
Writedown Amount, in each case for previous Distribution Dates. With respect to
any Class of Certificates (other than the Notional Amount Certificates) or
Components, the Current Principal Amount thereof will equal the sum of the
Current Principal Amounts of all Certificates in such Class or such Components.
Notwithstanding the foregoing, solely for purposes of giving consents,
directions, waivers, approvals, requests and notices, the Class R-1, Class R-2,
Class R-3, Class R-4, Class R-5 and Class R-6 Certificates after the
Distribution Date on which they receive the distribution of the last dollar of
their original principal amount shall be deemed to have a Current Principal
Amount equal to their Current Principal Amount on the day immediately preceding
such Distribution Date.
CUSTODIAL AGREEMENT: Any agreement between the Trustee and the entity
named therein pursuant to which such entity agrees to act as custodian of some
or all of the Mortgage Files.
CUSTODIAN: Norwest Bank Minnesota, National Association, or any
successor custodian appointed in accordance with this Agreement and any
applicable Custodial Agreement that has accepted such appointment in connection
therewith.
CUSTODY ACCOUNT: A trust account created and maintained pursuant to
Section 4.04.
CUT-OFF DATE: June 1, 1998.
CUT-OFF DATE BALANCE: $524,129,196.63.
DEBT SERVICE REDUCTION: Any reduction of the Scheduled Payments which
a Mortgagor is obligated to pay with respect to a Mortgage Loan as a result of
any proceeding under the Bankruptcy Code or any other similar state law or other
proceeding.
DEBTOR RELIEF LAWS: Any applicable liquidation, conservatorship,
receivership, bankruptcy, insolvency, rearrangement, moratorium, reorganization,
or similar debtor relief laws affecting the rights of creditors generally from
time to time in effect.
DEFAULTED MORTGAGE LOAN: Any Mortgage Loan as to which the Mortgagor
has failed to make unexcused payment in full of three or more consecutive
Scheduled Payments.
DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation of
the Mortgaged Property by a court of competent jurisdiction in an amount less
than the then outstanding indebtedness under the Mortgage Loan, which valuation
results from a proceeding initiated under the Bankruptcy Code or any other
similar state law or other proceeding.
DEPOSITORY: The Depository Trust Company, the nominee of which is Cede
& Co., or any successor thereto.
DEPOSITORY AGREEMENT: The meaning specified in Subsection 5.01(a)
hereof.
DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
DESIGNATED DEPOSITORY INSTITUTION: A depository institution
(commercial bank, federal savings bank mutual savings bank or savings and loan
association) or trust company (which may include the Trustee), the deposits of
which are fully insured by the FDIC to the extent provided by law.
DETERMINATION DATE: The 18th day of the month of the Distribution
Date, or if such day is not a Business Day, the preceding Business Day.
DISCOUNT MORTGAGE LOAN: Any Group 1, Group 2, Group 3 or Group 4
Mortgage Loan with a Net Rate less than 7.00%, 6.75%, 6.50% or 6.75%, per annum,
respectively.
DISTRIBUTION DATE: The 25th day of any month, beginning in the month
immediately following the month of the Closing Date, or, if such 25th day is not
a Business Day, the Business Day immediately following.
DTC CUSTODIAN: The First National Bank of Chicago, or its successors
in interest as custodian for the Depository.
DUE DATE: With respect to each Mortgage Loan, the date in each month
on which its Scheduled Payment is due if such due date is the first day of a
month and otherwise is deemed to be the first day of the following month.
DUE PERIOD: With respect to any Distribution Date, the period
commencing on the second day of the month preceding the month in which the
Distribution Date occurs and ending at the close of business on the first day of
the month in which the Distribution Date occurs.
EMC: EMC Mortgage Corporation.
EMC SUB-SERVICING AGREEMENT: The Servicing Agreement dated as of May
1, 1998 between BSMCC and EMC, as amended or supplemented from time to time.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
EVENT OF DEFAULT: An event described in Section 8.01.
EXCESS BANKRUPTCY LOSS: Any Bankruptcy Loss, or portion thereof with
respect to a Group of Mortgage Loans, (i) occurring after the Bankruptcy
Coverage Termination Date or (ii) if on such date, in excess of the
then-applicable Bankruptcy Loss Amount.
EXCESS FRAUD LOSSES: Any Fraud Loss or portion thereof with respect to
a Group of Mortgage Loans (i) occurring after the Fraud Coverage Termination
Date with respect thereto or (ii) if on such date, in excess of the
then-applicable Fraud Loss Amount.
EXCESS LIQUIDATION PROCEEDS: To the extent that such amount is not
required by law to be paid to the related Mortgagor, the amount, if any, by
which Liquidation Proceeds with respect to a Liquidated Mortgage Loan exceed the
sum of (i) the Outstanding Principal Balance of such Mortgage Loan and accrued
but unpaid interest at the related Mortgage Interest Rate through the last day
of the month in which the related Liquidation Date occurs, plus (ii) related
Liquidation Expenses.
EXCESS LOSSES: Means, collectively, Excess Bankruptcy Losses, Excess
Fraud Losses and Excess Special Hazard Losses.
EXCESS SPECIAL HAZARD LOSSES: Any Special Hazard Loss or portion
thereof with respect to a Group of Mortgage Loans (i) occurring after the
Special Hazard Termination Date with respect thereto or (ii) if on such date, in
excess of the then-applicable Special Hazard Loss Amount.
FANNIE MAE: Fannie Mae (formerly the Federal National Mortgage
Association) or any successor thereto.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FITCH: Fitch IBCA Inc., or its successors in interest.
FRAUD COVERAGE TERMINATION DATE: For any Mortgage Loan Group, the
Distribution Date upon which the applicable Fraud Loss Amount has been reduced
to zero or a negative number (or the Group 1-2 Cross-Over Date in the case of
Mortgage Loan Group 1 and Mortgage Loan Group 2, the Group 3 Cross-Over Date in
the case of Mortgage Loan Group 3 or the Group 4 Cross-Over Date in the case of
Mortgage Loan Group 4, in each case if earlier.
FRAUD LOSS: Any Realized Loss attributable to fraud in the origination
of the related Mortgage Loan, as reported by the applicable Sub-Servicer to the
Master Servicer.
FRAUD LOSS AMOUNT: (A) Upon the initial issuance of the Certificates,
the "Fraud Loss Amount" will equal (i) 2.0% of the aggregate Scheduled Principal
Balances of the Group 1 and Group 2 Mortgage Loans as of the Cut-off Date (or
$4,897,092.25); (ii) 1.0% of the aggregate Scheduled Principal Balances of the
Group 3 Mortgage Loans as of the Cut-off Date (or $1,453,465.00); and (iii) 2.0%
of the aggregate Scheduled Principal Balances of the Group 4 Mortgage Loans as
of the Cut-off Date (or $2,678,563.00). As of any Distribution Date prior to the
first anniversary of the Cut-off Date, the Fraud Loss Amount for each Mortgage
Loan Group will equal the initial Fraud Loss Amount, minus the aggregate amount
of Fraud Losses that would have been allocated to the Subordinate Certificates
of the related Certificate Group in the absence of the Loss Allocation
Limitation since the Cut-off Date. (B) As of any Distribution Date from the
first through the fifth anniversaries of the Cut-off Date, the Fraud Loss Amount
for Mortgage Loan Group 1 and Mortgage Loan Group 2 will equal (1) the lesser of
(a) the applicable Fraud Loss Amount as of the most recent anniversary of the
Cut-off Date and (b) 1.0% of the aggregate outstanding principal balance of all
of the Mortgage Loans of Mortgage Loan Group 1 and Mortgage Loan Group 2 as of
the most recent anniversary of the Cut-off Date minus (2) the Fraud Losses that
would have been allocated to the Group 1-2 Subordinate Certificates in the
absence of the applicable Loss Allocation Limitation since the most recent
anniversary of the Cut-off Date. (C) As of any Distribution Date (x) from the
first through the third anniversaries of the Cut-off Date, the Fraud Loss Amount
for Mortgage Loan Group 3 will equal (1) the lesser of (a) the applicable Fraud
Loss Amount as of the most recent anniversary of the Cut-off Date and (b) 1.0%
of the aggregate outstanding principal balance of all of the Mortgage Loans of
Mortgage Loan Group 3 as of the most recent anniversary of the Cut-off Date
minus (2) the Fraud Losses that would have been allocated to the Group 3
Subordinate Certificates in the absence of the applicable Loss Allocation
Limitation since the most recent anniversary of the Cut-off Date; and (y) after
the third and through the fifth anniversary of the Cut-off Date, the Fraud Loss
Amount for Mortgage Loan Group 3 will equal (i) the lesser of (a) the applicable
Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b)
0.50% of the aggregate outstanding principal balance of all Mortgage Loans of
Mortgage Loan Group 3 as of the most recent anniversary of the Cut-off Date
minus (2) the Fraud Losses that would have been allocated to the Group 3
Subordinate Certificates in the absence of the applicable Loss Allocation
Limitation since the most recent anniversary of the Cut-off Date. (D) As of any
Distribution Date from the first through the fifth anniversaries of the Cut-off
Date, the Fraud Loss Amount for Mortgage Loan Group 4 will equal (1) the lesser
of (a) the applicable Fraud Loss Amount as of the most recent anniversary of the
Cut-off Date and (b) 1.0% of the aggregate outstanding principal balance of all
of the Mortgage Loans of Mortgage Loan Group 4 as of the most recent anniversary
of the Cut-off Date minus (2) the Fraud Losses that would have been allocated to
the Group 4 Subordinate Certificates in the absence of the applicable Loss
Allocation Limitation since the most recent anniversary of the Cut-off Date. (E)
After the fifth anniversary of the Cut-off Date, the Fraud Loss Amount for each
Mortgage Loan Group shall be zero.
FRACTIONAL UNDIVIDED INTEREST: With respect to any Class of
Certificates (other than the Notional Amount Certificates) or any Component, the
fractional undivided interest evidenced by any Certificate of such Class the
numerator of which is the Current Principal Amount of such Certificate or such
Component and the denominator of which is the Current Principal Amount of such
Class or such Component. With respect to any Class of Notional Amount
Certificates, the fractional undivided interest evidenced by such Certificate,
the numerator of which is the Notional Amount of such Certificate and the
denominator of which is the Notional Amount of such Class. With respect to the
Certificates in the aggregate, the fractional undivided interest evidenced by
(i) each Notional Amount Certificate will be deemed to equal 1% multiplied by a
fraction, the numerator of which is the Notional Amount of such Certificate and
the denominator of which is the Notional Amount of all of the Notional Amount
Certificates of the same Class, (ii) a Class R-1, Class R-2, Class R-3, Class
R-4, Class R-5 or Class R-6 Certificate will be deemed to equal 1% multiplied by
a fraction the numerator of which is the Current Principal Amount of such
Certificate and the denominator of which is the aggregate Current Principal
Amount of such respective Class and (iii) a Certificate of any other Class will
be deemed to equal 88% (plus an additional 1% if and when each Class of Notional
Amount Certificates has been paid in full prior to the date of determination)
multiplied by a fraction, the numerator of which is the Current Principal Amount
of such Certificate and the denominator of which is the Current Principal Amount
of all the Certificates.
FREDDIE MAC: Freddie Mac, formerly the Federal Home Loan Mortgage
Corporation, or any successor thereto.
FUNDS TRANSFER DATE: The Business Day prior to the related
Distribution Date in any month or if such day is not a Business Day, the
preceding Business Day.
GLOBAL CERTIFICATE: Any Private Certificate registered in the name of
the Depository or its nominee, beneficial interests in which are reflected on
the books of the Depository or on the books of a Person maintaining an account
with such Depository (directly or as an indirect participant in accordance with
the rules of such depository). As of the Closing Date, there will be no Global
Certificate.
GROUP AVAILABLE FUNDS: Reference to any one of the Group 1 Available
Funds, Group 2 Available Funds, Group 3 Available Funds or Group 4 Available
Funds.
GROUP 1 AVAILABLE FUNDS, GROUP 2 AVAILABLE FUNDS, GROUP 3 AVAILABLE
FUNDS, GROUP 4 AVAILABLE FUNDS: Except as otherwise provided in Sections
6.01(a)(iii) and 6.01(c), with respect to any Distribution Date, an amount equal
to the aggregate of the following amounts with respect to the Mortgage Loans in
Mortgage Loan Groups 1, 2, 3 and 4, respectively: (a) all previously
undistributed payments on account of principal (including the principal portion
of Scheduled Payments, Principal Prepayments and the principal portion of Net
Liquidation Proceeds) and all previously undistributed payments on account of
interest received after the Cut-off Date and on or prior to the related
Determination Date, (b) any Monthly Advances (including Certificate Account
Advances) and Compensating Interest Payments by the Master Servicer or a
Sub-Servicer with respect to such Distribution Date, (c) any amount reimbursed
by the Master Servicer or a Sub-Servicer pursuant to 4.04(d) in connection with
losses on Permitted Investments and (d) in the case of Group 1 Available Funds
until and including the Distribution Date in June 1999, any amounts transferred
from the Interest Reserve Account in accordance with Section 4.05 for the
benefit of the Class 1-A-4 Certificates, except:
(i) all payments that were due on or before the
Cut-off Date;
(ii) all Principal Prepayments and Liquidation
Proceeds received after the applicable Prepayment Period;
(iii) all payments, other than Principal Prepayments, that
represent early receipt of Scheduled Payments due on a date or dates
subsequent to the related Due Date;
(iv) amounts received on particular Mortgage Loans as late
payments of principal or interest and respecting which, and to the
extent that, there are any unreimbursed Monthly Advances (including
Certificate Account Advances);
(v) amounts of Monthly Advances (including Certificate
Account Advances) determined to be Nonrecoverable Advances; and
(vi) amounts permitted to be withdrawn from the Certificate
Account pursuant to Subsection 4.03(a).
GROUP 1 CERTIFICATES: The Group 1 Senior Certificates.
GROUP 2 CERTIFICATES: The Group 2 Senior Certificates.
GROUP 1-2 CERTIFICATES: The Group 1-2 Subordinate Certificates.
GROUP 3 CERTIFICATES: The Group 3 Senior Certificates and the Group 3
Subordinate Certificates.
GROUP 4 CERTIFICATES: The Group 4 Senior Certificates and the Group 4
Subordinate Certificates.
GROUP 1-2 CROSS-OVER DATE: The first Distribution Date on which the
aggregate Current Principal Amount of the Group 1-2 Subordinate Certificates has
been reduced to zero (giving effect to all distributions on such Distribution
Date).
GROUP 3 CROSS-OVER DATE: The first Distribution Date on which the
aggregate Current Principal Amount of the Group 3 Subordinate Certificates has
been reduced to zero (giving effect to all distributions on such Distribution
Date).
GROUP 4 CROSS-OVER DATE: The first Distribution Date on which the
aggregate Current Principal Amount of the Group 4 Subordinate Certificates has
been reduced to zero (giving effect to all distributions on such Distribution
Date).
GROUP 1-2 LOSS ALLOCATION LIMITATION: The meaning specified in Section
6.03(b)(F) hereof.
GROUP 3 LOSS ALLOCATION LIMITATION: The meaning specified in Section
6.03(b)(F) hereof.
GROUP 4 LOSS ALLOCATION LIMITATION: The meaning specified in Section
6.03(b)(F) hereof.
GROUP 1 MORTGAGE LOANS: The Mortgage Loans identified as such on the
portion of the Mortgage Loan Schedule attached hereto as Exhibit B-1.
GROUP 2 MORTGAGE LOANS: The Mortgage Loans identified as such on the
portion of the Mortgage Loan Schedule attached hereto as Exhibit B-2.
GROUP 3 MORTGAGE LOANS: The Mortgage Loans identified as such on the
portion of the Mortgage Loan Schedule attached hereto as Exhibit B-3.
GROUP 4 MORTGAGE LOANS: The Mortgage Loans identified as such on the
Mortgage Loan Schedule attached hereto as Exhibit B-4.
GROUP 1 NON-PO OPTIMAL PRINCIPAL AMOUNT: With respect to each
Distribution Date, an amount equal to the sum of the amounts included in clauses
(i) through and including (v) of the definition of " Group 1 Senior P&I Optimal
Principal Amount" for such Distribution Date prior to application of the Senior
Percentage or Senior Prepayment Percentage, as applicable.
GROUP 2 NON-PO OPTIMAL PRINCIPAL AMOUNT: With respect to each
Distribution Date, an amount equal to the sum of the amounts included in clauses
(i) through and including (v) of the definition of "Group 2 Senior P&I Optimal
Principal Amount" for such Distribution Date prior to application of the Senior
Percentage or Senior Prepayment Percentage, as applicable.
GROUP 1-2 ORIGINAL SUBORDINATE PRINCIPAL BALANCE: The sum of the
aggregate Current Principal Amounts of each Class of Group 1-2 Subordinate
Certificates as of the Cut-off Date.
GROUP 3 ORIGINAL SUBORDINATE PRINCIPAL BALANCE: The sum of the
aggregate Current Principal Amounts of each Class of Group 3 Subordinate
Certificates as of the Cut-off Date.
GROUP 4 ORIGINAL SUBORDINATE PRINCIPAL BALANCE: The sum of the
aggregate Current Principal Amounts of each Class of Group 4 Subordinate
Certificates as of the Cut-off Date.
GROUP 1 SENIOR CERTIFICATES: The Class 1-A-1, Class 1-A-2, Class
1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class
1-X, Component 1-PO, Class R-1, Class R-5 and Class R-6 Certificates.
GROUP 2 SENIOR CERTIFICATES: The Class 2-A-1, Class 2-A-2, Class
2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class 2-A-7, Class 2-A-8, Class
2-A-9, Class 2-A-10, Class 2-A-11, Class 2-X, Component 2-PO and Class R-2
Certificates.
GROUP 3 SENIOR CERTIFICATES: The Class 3-A-1, Class 3-A-2, Class
3-A-3, Class 3-A-4, Class 3-A-5, Class 3-X, Component 3-PO and Class R-3
Certificates.
GROUP 4 SENIOR CERTIFICATES: The Class 4-A-1, Class 4-A-2, Class
4-A-3, Class 4-X, Component 4-PO and Class R-4 Certificates.
GROUP 1 SENIOR P&I CERTIFICATES: The Group 1 Senior Certificates
(other than the Component 1-PO).
GROUP 2 SENIOR P&I CERTIFICATES: The Group 2 Senior Certificates
(other than the Component 2-PO).
GROUP 3 SENIOR P&I CERTIFICATES: The Group 3 Senior Certificates
(other than the Component 3-PO).
GROUP 4 SENIOR P&I CERTIFICATES: The Group 4 Senior Certificates
(other than the Component 4-PO).
GROUP 1 SENIOR P&I OPTIMAL PRINCIPAL AMOUNT, GROUP 2 SENIOR P&I
OPTIMAL PRINCIPAL AMOUNT, SUB-GROUP 3A SENIOR P&I OPTIMAL PRINCIPAL AMOUNT,
SUB-GROUP 3B SENIOR P&I OPTIMAL PRINCIPAL AMOUNT OR GROUP 4 SENIOR P&I OPTIMAL
PRINCIPAL AMOUNT: As to any Distribution Date, an amount equal to the sum,
without duplication, of:
(i) the applicable Senior Percentage of the applicable Non-PO
Percentage of all scheduled payments of principal allocated to the
Scheduled Principal Balance due on each Outstanding Mortgage Loan in
the related Mortgage Loan Group on the related Due Date as specified in
the amortization schedule at the time applicable thereto (after
adjustments for previous Principal Prepayments but before any
adjustment to such amortization schedule by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace
period);
(ii) the applicable Senior Prepayment Percentage of the
applicable Non-PO Percentage of all Voluntary Principal Prepayments in
part received during the related Prepayment Period with respect to each
Mortgage Loan in the related Mortgage Loan Group, together with the
applicable Senior Prepayment Percentage of the applicable Non-PO
Percentage of the Scheduled Principal Balance of each Mortgage Loan in
the related Mortgage Loan Group which was the subject of a Voluntary
Principal Prepayment in full during the related Prepayment Period;
(iii) the lesser of (a) the applicable Senior Prepayment
Percentage of the applicable Non-PO Percentage for the relevant
Certificate Group of the sum of (A) all Net Liquidation Proceeds for
such Certificate Group, allocable to principal received in respect of
each Mortgage Loan of the related Mortgage Loan Group which became a
Liquidated Mortgage Loan during the related Prepayment Period (other
than Mortgage Loans described in clause (B)) and (B) the Scheduled
Principal Balance of each such Mortgage Loan in the related Mortgage
Loan Group purchased by an Insurer from the Trustee during the related
Prepayment Period, pursuant to the related Primary Mortgage Insurance
Policy, if any, or otherwise; and (b) the applicable Senior Percentage
of the applicable Non-PO Percentage of the sum of (A) the Scheduled
Principal Balance of each Mortgage Loan of the related Mortgage Loan
Group which became a Liquidated Mortgage Loan during the related
Prepayment Period (other than the Mortgage Loans described in clause
(B)) and (B) the Scheduled Principal Balance of each such Mortgage Loan
in the related Mortgage Loan Group that was purchased by an Insurer
from the Trustee during the related Prepayment Period pursuant to the
related Primary Mortgage Insurance Policy, if any, or otherwise, less
(C) in the case of clause (b), the applicable Senior Percentage of the
Non-PO Percentage of the principal portion of Excess Losses (other than
Debt Service Reductions) on each Mortgage Loans in the related Mortgage
Loan Group incurred during the related Prepayment Period;
(iv) the applicable Senior Prepayment Percentage of the
applicable Non-PO Percentage of the Scheduled Principal Balance of each
Mortgage Loan or REO Property of the related Mortgage Loan Group which
was purchased by BSMCC or a Sub-Servicer on such Distribution Date
pursuant to Section 2.02 or 2.03A(b);
(v) the applicable Senior Prepayment Percentage of the
applicable Non-PO Percentage of the excess, if any, of the Scheduled
Principal Balance of a Mortgage Loan in the related Mortgage Loan Group
that has been replaced by BSMCC with a Substitute Mortgage Loan
pursuant to Section 2.04 on such Distribution Date over the Scheduled
Principal Balance of such Substitute Mortgage Loan; and
(vi) plus or minus, in the case of the Group 1 Senior
Certificates and/or the Group 2 Senior Certificates, any Principal
Prepayments and/or other amounts allocable to the Group 1 Senior
Certificates and/or the Group 2 Senior Certificates from the Mortgage
Loan Group related to the other Certificate Group pursuant to Section
6.01(a)(iii) and/or Section 6.01(c).
GROUP 1 SENIOR PERCENTAGE: Initially 95.24%. On any Distribution Date,
the lesser of (i) 100% and (ii) the percentage (carried to six places rounded
up) obtained by dividing the aggregate Current Principal Amounts of all the
Group 1 Senior P&I Certificates immediately preceding such Distribution Date by
the aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans (other
than the applicable PO Percentage) as of the beginning of the related Due
Period.
GROUP 2 SENIOR PERCENTAGE: Initially 95.25%. On any Distribution Date,
the lesser of (i) 100% and (ii) the percentage (carried to six places rounded
up) obtained by dividing the aggregate Current Principal Amounts of all Group 2
Senior P&I Certificates immediately preceding such Distribution Date by the
aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans (other than
the applicable PO Percentage thereof) as of the beginning of the related Due
Period.
GROUP 4 SENIOR PERCENTAGE: Initially 92.25%. On any Distribution Date,
the lesser of (i) 100% and (ii) the percentage (carried to six places rounded
up) obtained by dividing the aggregate Current Principal Amounts of all the
Group 4 Senior P&I Certificates immediately preceding such Distribution Date by
the aggregate Scheduled Principal Balance of the Group 4 Mortgage Loans (other
than the applicable PO Percentage thereof) as of the beginning of the related
Due Period.
GROUP 1 SENIOR PREPAYMENT PERCENTAGE, GROUP 2 SENIOR PREPAYMENT
PERCENTAGE, SUB-GROUP 3A SENIOR PREPAYMENT PERCENTAGE, SUB-GROUP 3B SENIOR
PREPAYMENT PERCENTAGE, OR GROUP 4 SENIOR PREPAYMENT PERCENTAGE: On any
Distribution Date occurring during the periods set forth below, as follows
(provided that in the case of the Group 1 and Group 2 Senior Certificates,
Subordinate Percentage as used below means the applicable Class 1-2 Subordinate
Percentage for the relevant Mortgage Loan Group):
Period (dates inclusive) Senior Prepayment Percentage
- -------------------------------------------------------------------------------
July 25, 1998 - June 25, 2003 100%
July 25, 2003 - June 25, 2004 Applicable Senior Percentage for
the related Certificate Group or
Sub-Group plus 70% of the
applicable Subordinate
Percentage for such Certificate
Group or Sub-Group
July 25, 2004 - June 25, 2005 Applicable Senior Percentage for
the related Certificate Group or
Sub-Group plus 60% of the
applicable Subordinate
Percentage for such Certificate
Group or Sub-Group
July 25, 2005 - June 25, 2006 Applicable Senior Percentage for
the related Certificate Group or
Sub-Group plus 40% of the
applicable Subordinate
Percentage for such Certificate
Group or Sub-Group
July 25, 2006 - June 25, 2007 Applicable Senior Percentage for
the related Certificate Group or
Sub-Group plus 20% of the
applicable Subordinate
Percentage for such Certificate
Group or Sub-Group
July 25, 2007 and thereafter Applicable Senior Percentage for
the related Certificate Group or
Sub-Group.
Notwithstanding the foregoing, if on any Distribution Date the applicable Senior
Percentage for a Certificate Group or Sub-Group exceeds the applicable Senior
Percentage for such Certificate Group or Sub-Group as of the Cut-Off Date, the
Senior Prepayment Percentage for such Certificate Group or Sub-Group for such
Distribution Date will equal 100%. On the Distribution Date on which the Current
Principal Amounts of the Senior Certificates of a Certificate Group or Sub-Group
are reduced to zero, the Senior Prepayment Percentage for such Certificate Group
or Sub-Group shall be the minimum percentage sufficient to effect such reduction
and thereafter shall be zero, provided that in the circumstances described in
Section 6.01(a)(iii), prepayments resulting from Mortgage Loans in Mortgage Loan
Group 1 or Mortgage Loan Group 2 and otherwise distributable to the Group 1-2
Subordinate Certificates shall be distributed to the Senior Certificates related
to the other such Mortgage Loan Group.
In addition, no reduction of the applicable Senior Prepayment Percentage for a
Certificate Group or either Sub-Group 3A or Sub-Group 3B in the case of
Certificate Group 3 shall occur on any Distribution Date unless, as of the last
day of the month preceding such Distribution Date, either (A) (i)(x) the
aggregate Scheduled Principal Balance of Mortgage Loans in the related Mortgage
Loan Group delinquent 60 days or more (including for this purpose any such
Mortgage Loans in foreclosure and such Mortgage Loans with respect to which the
related Mortgaged Property has been acquired by the Trust), averaged over the
last six months, as a percentage of the sum of the aggregate Current Principal
Amount of the Subordinate Certificates of such Certificate Group (using in the
case of the Group 1 Certificates and Group 2 Certificates the aggregate
Scheduled Principal Balance of the Mortgage Loans of the respective Mortgage
Loan Group after subtracting the current Principal Amount of the Group 1 or
Group 2 Senior Certificates, as applicable) does not exceed 50% or (y) the
aggregate Scheduled Principal Balance of Mortgage Loans of the related Mortgage
Loan Group delinquent 60 days or more (including for this purpose any such
Mortgage loans in foreclosure and Mortgage Loans with respect to which the
related Mortgaged Property has been acquired by the Trust), averaged over the
last six months, as a percentage of the aggregate Scheduled Principal Balances
of the Mortgage Loans in the related Mortgage Loan Group averaged over the last
six months, does not exceed 2.0%; and (ii) cumulative Realized Losses on such
Mortgage Loans do not exceed (a) 30% of the applicable Original Subordinate
Principal Balance of such Certificate Group if such Distribution Date occurs
between and including July 2003 and June 2004, (b) 35% of the Original
Subordinate Principal Balance of such Certificate Group if such Distribution
Date occurs between and including July 2004 and June 2005, (c) 40% of the
applicable Original Subordinate Principal Balance if such Distribution Date
occurs between and including July 2005 and June 2006, (d) 45% of the applicable
Original Subordinate Principal Balance for such Certificate Group if such
Distribution Date occurs between and including July 2006 and June 2007, and (e)
50% of the applicable Original Subordinate Principal Balance for such
Certificate Group if such Distribution Date occurs during or after July 2007; or
(B) (i) the aggregate Scheduled Principal Balance of Mortgage Loans of the
related Mortgage Loan Group delinquent 60 days or more (including for this
purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect
to which the related Mortgaged Property has been acquired by the Trust),
averaged over the last six months, does not exceed 4.0%; and (ii) cumulative
Realized Losses on such Mortgage Loans do not exceed (a) 10% of the aggregate
Current Principal Amounts of the applicable Original Subordinate Principal
Balance if such Distribution Date occurs between and including July 2003 and
June 2004, (b) 15% of the applicable Original Subordinate Principal Balance if
such Distribution Date occurs between and including July 2004 and June 2005, (c)
20% of the applicable Original Subordinate Principal Balance if such
Distribution Date occurs between and including July 2005 and June 2006, (d) 25%
of the applicable Original Subordinate Principal Balance if such Distribution
Date occurs between and including July 2006 and June 2007, and (e) 30% of the
applicable Original Subordinate Principal Balance if such Distribution Date
occurs during or after July 2007. No reduction of the Senior Prepayment
Percentage for Certificate Groups 1 or 2 will occur unless the foregoing tests
have been met with respect to both Groups.
GROUP 1-2 SUBORDINATE CERTIFICATES: The Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 and Class B-6 Certificates.
GROUP 3 SUBORDINATE CERTIFICATES: The Class 3-B-1, Class 3-B-2, Class
3-B-3, Class 3-B-4, Class 3-B-5 and Class 3-B-6 Certificates.
GROUP 4 SUBORDINATE CERTIFICATES: The Class 4-B-1, Class 4-B-2, Class
4-B-3, Class 4-B-4, Class 4-B-5 and Class 4-B-6.
GROUP 1-2 SUBORDINATE CERTIFICATE WRITEDOWN AMOUNT: As to any
Distribution Date, the amount by which (a) the sum of the Current Principal
Amounts of all the Group 1, Group 2 and Group 1-2 Certificates (after giving
effect to the distribution of principal and the allocation of applicable
Realized Losses and any applicable Component PO Deferred Payment Writedown
Amount with respect to the Component 1-PO and Component 2-PO in reduction of the
Current Principal Amounts of such Certificates on such Distribution Date)
exceeds (b) the aggregate Scheduled Principal Balances of the Group 1 and Group
2 Mortgage Loans on the Due Date related to such Distribution Date.
GROUP 3 SUBORDINATE CERTIFICATE WRITEDOWN AMOUNT: As to any
Distribution Date, the amount by which (a) the sum of the Current Principal
Amounts of all of the Group 3 Certificates (after giving effect to the
distribution of principal and the allocation of applicable Realized Losses and
any applicable Component PO Deferred Payment Writedown Amount with respect to
the Component 3-PO in reduction of the Current Principal Amounts of such
Certificates on such Distribution Date) exceeds (b) the aggregate Scheduled
Principal Balances of the Group 3 Mortgage Loans on the Due Date related to such
Distribution Date.
GROUP 4 SUBORDINATE CERTIFICATE WRITEDOWN AMOUNT: As to any
Distribution Date, the amount by which (a) the sum of the Current Principal
Amounts of all of the Group 4 Certificates (after giving effect to the
distribution of principal and the allocation of applicable Realized Losses and
any applicable Component PO Deferred Payment Writedown Amount with respect to
the Component 4-PO in reduction of the Current Principal Amounts of such
Certificates on such Distribution Date) exceeds (b) the aggregate Scheduled
Principal Balances of the Group 4 Mortgage Loans on the Due Date related to such
Distribution Date.
GROUP 1-2 SUBORDINATE OPTIMAL PRINCIPAL AMOUNT, GROUP 3 SUBORDINATE
OPTIMAL PRINCIPAL AMOUNT OR GROUP 4 SUBORDINATE OPTIMAL PRINCIPAL AMOUNT: As to
any Distribution Date, an amount equal to the sum, without duplication, of the
following (but in no event greater than the aggregate Current Principal Amounts
of the Subordinate Certificates of the relevant Certificate Group immediately
prior to such Distribution Date):
(i) the applicable Subordinate Percentage of the applicable
Non-PO Percentage of the principal portion of all Monthly Payments due
on each Outstanding Mortgage Loan in the related Mortgage Loan Group
(or Groups in the case of the Group 1-2 Subordinate Certificates), on
the related Due Date as specified in the amortization schedule at the
time applicable thereto (after adjustment for previous Principal
Prepayments but before any adjustment to such amortization schedule by
reason of any bankruptcy or similar proceeding or any moratorium or
similar waiver or grace period);
(ii) the applicable Subordinate Prepayment Percentage of the
applicable Non-PO Percentage of each Voluntary Principal Payment in
part during the related Prepayment Period with respect to each Mortgage
Loan in the related Mortgage Loan Group (or Groups in the case of the
Group 1-2 Subordinate Certificates) and the applicable Subordinate
Prepayment Percentage of the applicable Non-PO Percentage of the
Scheduled Principal Balance of each Mortgage Loan in the related
Mortgage Loan Group (or Groups in the case of the Class 1-2 Subordinate
Certificates) that was the subject of a Voluntary Principal Prepayment
in full during the related Prepayment Period;
(iii) the excess, if any, of the applicable Non-PO Percentage
of (A) all Net Liquidation Proceeds allocable to principal received
during the related Prepayment Period over (B) the sum of the amounts
distributable pursuant to clause (iii) of the definition of Senior P&I
Optimal Principal Amount for the applicable Certificate Group and
clause (iv) of the definition of the applicable Component PO Principal
Distribution Amount, on such Distribution Date;
(iv) the applicable Subordinate Prepayment Percentage of the
applicable Non-PO Percentage of the sum of (a) the Scheduled Principal
Balance of each Mortgage Loan in the related Mortgage Loan Group (or
Groups in the case of the Group 1-2 Subordinate Certificates) which was
purchased by BSMCC or a Sub Servicer on such Distribution Date pursuant
to Section 2.02 or 2.03(A)(b) and (b) the difference, if any, between
the Scheduled Principal Balance of a Mortgage Loan in the related
Mortgage Loan Group (or Groups in the case of the Group 1-2 Subordinate
Certificates) that has been replaced by BSMCC with a substitute
Mortgage Loan pursuant to Section 2.04 on such Distribution Date over
the Scheduled Principal Balance of such substitute Mortgage Loan;
(v) on the Distribution Date on which the Current Principal
Amounts of the Senior P&I Certificates of the relevant Certificate
Group have all been reduced to zero, 100% of any applicable Senior P&I
Optimal Principal Amount; and
(vi) minus, in the case of the Group 1-2 Subordinate
Certificates, any Principal Prepayments and/or other amounts allocable
to the Group 1 Senior Certificates or Group 2 Senior Certificates from
Mortgage Loan Group 1 or 2 pursuant to Section 6.01(a)(iii) and/or
Section 6.01(c).
After the aggregate current Principal Amounts of the relevant Subordinate
Certificates of the relevant Certificate Group have been reduced to zero, the
Subordinate Optimal Principal Amount for such Certificate Group shall be zero.
GROUP 1 SUBORDINATE PERCENTAGE, GROUP 2 SUBORDINATE PERCENTAGE, GROUP
3 SUBORDINATE PERCENTAGE OR GROUP 4 SUBORDINATE PERCENTAGE: On any Distribution
Date, 100% minus the applicable Senior Percentage of the relevant Certificate
Group; provided that the Group 1-2 Subordinate Certificates will have two
Subordinate Percentages, one applicable to the Group 1 Mortgage Loans and one
applicable to the Group 2 Mortgage Loans; and provided further that with respect
to the Group 3 Subordinate Percentage, (x) two separate percentages shall be
calculated as 100% minus the Sub-Group 3A Senior Percentage and 100% minus the
Sub-Group 3B Senior Percentage, and (y) a weighted average of the two
percentages obtained in sub-clause (x) shall be calculated, weighted on the
basis of the Sub-Group 3A Percentage and the Sub-Group 3B Percentage,
respectively, the result of which shall be the Group 3 Subordinate Percentage,
except that for the purposes of calculating the Senior Prepayment Percentage for
the Sub-Group 3A Senior Certificates or Sub-Group 3B Senior Certificates, the
related percentage calculated in sub-clause (x) above shall be deemed to be the
Subordinate Percentage for Sub-Group 3A and Sub-Group 3B, respectively.
GROUP 1 SUBORDINATE PREPAYMENT PERCENTAGE, GROUP 2 SUBORDINATE
PREPAYMENT PERCENTAGE, GROUP 3 SUBORDINATE PREPAYMENT PERCENTAGE OR GROUP 4
SUBORDINATE PREPAYMENT PERCENTAGE: On any Distribution Date, 100% minus the
applicable Senior Prepayment Percentage for the relevant Certificate Group;
provided that the Group 1-2 Subordinate Certificates will have two Subordinate
Prepayment Percentages, one applicable to the Group 1 Mortgage Loans and one
applicable to the Group 2 Mortgage Loans, except that on any Distribution Date
after the Current Principal Amounts of the Senior Certificates of the relevant
Certificate Group have each been reduced to zero, the Subordinate Prepayment
Percentage for such Certificate Group will equal 100%; and provided further that
with respect to the Group 3 Subordinate Prepayment Percentage, two separate
percentages shall first be calculated as 100% minus the Sub-Group 3A Senior
Prepayment Percentage and 100% minus the Sub-Group 3B Senior Prepayment
Percentage, and second, a weighted average of the first two percentages shall be
calculated, weighted on the basis of the Sub-Group 3A Percentage and the
Sub-Group 3B Percentage, respectively, the result of which shall be the Group 3
Subordinate Prepayment Percentage.
HMC: Headlands Mortgage Company, or its successors in interest.
HMC MORTGAGE LOANS: The Group 1, Group 2, Group 3 and Group 4 Mortgage
Loans, in the aggregate principal amounts of $8,964,427.86, $12,306,732.51,
$5,366,744.46, and $53,762,797.43, respectively, each of which was sold to SAMI
pursuant to the Mortgage Loan Purchase Agreement and subject to the HMC
Sub-Servicing Agreement and the EMC Sub-Servicing Agreement.
HMC SUB-SERVICING AGREEMENT: The Interim Servicing Agreement dated as
of April 30, 1998 among BSMCC, EMC and HMC, as amended or supplemented from time
to time.
HOLDER: The Person in whose name a Certificate is registered in the
Certificate Register, except that, subject to Subsections 11.02(b) and 11.05(e),
solely for the purpose of giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Seller, the Master Servicer, a
Sub-Servicer or the Trustee or any Affiliate thereof shall be deemed not to be
outstanding and the Fractional Undivided Interest evidenced thereby shall not be
taken into account in determining whether the requisite percentage of Fractional
Undivided Interests necessary to effect any such consent has been obtained.
INDEMNIFIED PERSONS: The Trustee, its officers, directors, agents and
employees and any separate Co-trustee and its officers, directors, agents and
employees.
INDEPENDENT: When used with respect to any specified Person, this term
means that such Person (a) is in fact independent of the Seller or the Master
Servicer and of any Affiliate of the Seller or the Master Servicer, (b) does not
have any direct financial interest or any material indirect financial interest
in the Seller or the Master Servicer, or any Affiliate of the Seller or the
Master Servicer, and (c) is not connected with the Seller or the Master
Servicer, or any Affiliate as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
INDIVIDUAL CERTIFICATE: Any Private Certificate registered in the name
of the Holder other than the Depository or its nominee.
INSTITUTIONAL ACCREDITED INVESTOR: Any Person meeting the requirements
of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under the Securities Act or
any entity all of the equity holders in which come within such paragraphs.
INSURANCE POLICY: With respect to any Mortgage Loan, any Primary
Mortgage Insurance Policy, standard hazard insurance policy, flood insurance
policy or title insurance policy.
INSURANCE PROCEEDS: Amounts paid by the insurer under any Insurance
policy covering any Mortgage Loan or Mortgaged Property other than amounts
required to be paid over to the Mortgagor pursuant to law or the related
Mortgage Note or Security Instrument and other than amounts used to repair or
restore the Mortgaged Property or to reimburse Insured Expenses.
INSURED EXPENSES: Expenses covered by any Insurance Policy.
INSURER: Any issuer of an Insurance Policy.
INTEREST ACCRUAL PERIOD: With respect to each Distribution Date, for
each Class of Certificates the calendar month preceding the month in which the
Distribution Date occurs, except for the Class 1-A-5 and Class 1-A-6
Certificates, which will be the period beginning on the 25th day of the month
preceding the month in which the Distribution Date occurs and ending on the 24th
day of the month in which the Distribution Date occurs, in each case commencing
in June 1998.
INTEREST RESERVE ACCOUNT: A trust account created and maintained
pursuant to Section 4.05.
INTEREST SHORTFALL: With respect to any Distribution Date and each
Mortgage Loan that during the related Prepayment Period was the subject of a
Voluntary Principal Prepayment, or constitutes a Relief Act Mortgage Loan, an
amount determined as follows:
(a) partial principal prepayments: The difference between (i)
one month's interest at the applicable Net Rate on the amount of such
prepayment and (ii) the amount of interest for the calendar month of
such prepayment (adjusted to the applicable Net Rate) received at the
time of such prepayment;
(b) principal prepayments in full received during the relevant
Prepayment Period: The difference between (i) one month's interest at
the applicable Net Rate on the Scheduled Principal Balance of such
Mortgage Loan immediately prior to such prepayment and (ii) the amount
of interest for the calendar month of such prepayment (adjusted to the
applicable Net Rate) received at the time of such prepayment;
(c) Relief Act Mortgage Loans: As to any Relief Act Mortgage
Loan, the excess of (i) 30 days' interest (or, in the case of a
principal prepayment in full, interest to the date of prepayment) on
the Scheduled Principal Balance thereof (or, in the case of a principal
prepayment in part, on the amount so prepaid) at the related Net Rate
over (ii) 30 days' interest (or, in the case of a principal prepayment
in full, interest to the date of prepayment) on such Scheduled
Principal Balance (or, in the case of a Principal Prepayment in part,
on the amount so prepaid) at the Net Rate required to be paid by the
Mortgagor as limited by application of the Relief Act.
INVESTMENT LETTER: The letter to be furnished by each Institutional
Accredited Investor which purchases any Class of Private Certificates in
connection with such purchase, substantially in the form set forth as Exhibit
F-1 hereto.
LIBOR: Will be established as provided in Section 5.01(f).
LIQUIDATED MORTGAGE LOAN: Any defaulted Mortgage Loan as to which the
related Sub-Servicer or the Master Servicer has determined that all amounts it
expects to recover from or on account of such Mortgage Loan have been recovered.
LIQUIDATION DATE: With respect to any Liquidated Mortgage Loan, the
date on which the related Sub-Servicer has certified that such Mortgage Loan has
become a Liquidated Mortgage Loan.
LIQUIDATION EXPENSES: With respect to a Mortgage Loan in liquidation,
unreimbursed expenses paid or incurred by or for the account of the related
Sub-Servicer or the Master Servicer and not recovered by the Master Servicer or
any Sub-Servicer under any Primary Mortgage Insurance Policy for reasons other
than the Sub-Servicer's failure to ensure the maintenance of or compliance with
a Primary Mortgage Insurance Policy, such expenses including (a) property
protection expenses, (b) property sales expenses, (c) foreclosure and sale
costs, including court costs and reasonable attorneys' fees, and (d) similar
expenses reasonably paid or incurred in connection with liquidation.
LIQUIDATION PROCEEDS: Cash received in connection with the liquidation
of a defaulted Mortgage Loan, whether through trustee's sale, foreclosure sale,
Insurance Proceeds, condemnation proceeds or otherwise.
LOAN SUMMARY AND REMITTANCE REPORT: The report to be submitted by the
Master Servicer to the Trustee pursuant to Subsection 6.07(b).
LOAN-TO-VALUE RATIO: The fraction, expressed as a percentage, the
numerator of which is the original principal balance of the related Mortgage
Loan and the denominator of which is the Original Value of the related Mortgaged
Property.
LOSS ALLOCATION LIMITATION: The meaning specified in Section 6.03(c)
hereof.
LOST NOTES: The original Mortgage Notes that have been lost, as
indicated on Exhibit J hereto.
MASTER SERVICER: Norwest Bank Minnesota, National Association, or its
successor in interest, or any successor master servicer with respect to the
Mortgage Loans appointed as herein provided.
MASTER SERVICER COLLECTION ACCOUNT: The Account created and maintained
pursuant to Section 4.01(d).
MASTER SERVICER COMPENSATION: As defined in Section 4.01(d).
MASTER SERVICING FEE: As to any Distribution Date, an amount equal to
the investment earnings, net of investment losses, on amounts in the Master
Servicer Collection Account and the Certificate Account.
MONTHLY ADVANCE: The advance (including a Certificate Account Advance)
required to be made by a Sub-Servicer pursuant to its Sub-Servicing Agreement or
the Master Servicer on the related Advancing Date pursuant to Section 6.08.
MORTGAGE FILE: The mortgage documents listed in Section 2.01(b)
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.
MORTGAGE INTEREST RATE: The annual rate at which interest accrues from
time to time on any Mortgage Loan pursuant to the related Mortgage Note, which
rate is equal to the "Mortgage Interest Rate" set forth with respect thereto on
the Mortgage Loan Schedule.
MORTGAGE LOAN: A mortgage loan (including Cooperative Loans)
transferred and assigned to the Trustee pursuant to Section 2.01 or Section 2.04
and held as a part of the Trust Fund, as identified in the Mortgage Loan
Schedule, including a mortgage loan the property securing which has become an
REO Property.
MORTGAGE LOAN GROUP: Any one of Mortgage Loan Group 1, Mortgage Loan
Group 2, Mortgage Loan Group 3 or Mortgage Loan Group 4, each of which
constitutes a separate sub-trust.
MORTGAGE LOAN GROUP 1: The group of Mortgage Loans which is composed
of the Group 1 Mortgage Loans.
MORTGAGE LOAN GROUP 2: The group of Mortgage Loans which is composed
of the Group 2 Mortgage Loans.
MORTGAGE LOAN GROUP 3: The group of Mortgage Loans which is composed
of the Group 3 Mortgage Loans.
MORTGAGE LOAN GROUP 4: The group of Mortgage Loans which is composed
of the Group 4 Mortgage Loans.
MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase Agreement
dated as of June 26, 1998, between BSMCC, as seller, and Structured Asset
Mortgage Investments Inc., as purchaser, and all amendments thereof and
supplements thereto.
MORTGAGE LOAN SCHEDULE: The schedule, attached hereto as Exhibits B-1
through B-4 with respect to the Mortgage Loans and as amended from time to time
to reflect the repurchase or substitution of Mortgage Loans pursuant to this
Agreement, which shall separately identify the Group 1 Mortgage Loans, the Group
2 Mortgage Loans, the Group 3 Mortgage Loans and the Group 4 Mortgage Loans.
MORTGAGE NOTE: The originally executed note or other evidence of the
indebtedness of a Mortgagor under the related Mortgage Loan.
MORTGAGED PROPERTY: Land and improvements securing the indebtedness of
a Mortgagor under the related Mortgage Loan or, in the case of REO Property,
such REO Property.
MORTGAGOR: The obligor on a Mortgage Note.
NAMC: North American Mortgage Company, or its successors in interest.
NAMC MORTGAGE LOANS: The Group 1, Group 2, Group 3 and Group 4
Mortgage Loans in the aggregate principal amounts of $135,769,184.34,
$83,742,706.83, $77,789,234.58 and $80,165,335.78, respectively, that were
originated or acquired by NAMC, as indicated on the Mortgage Loan Schedule
relating to the Group 1, Group 2, Group 3 and Group 4 Mortgage Loans, and sold
to SAMI pursuant to the Mortgage Loan Purchase Agreement and subject to the NAMC
Sub-Servicing Agreement.
NAMC SUB-SERVICING AGREEMENT: Collectively, the two Seller's
Warranties and Servicing Agreements each dated as of June 1, 1998 between BSMCC
and NAMC, as either may be amended or supplemented from time to time.
NET INTEREST SHORTFALL: With respect to any Distribution Date, the
Interest Shortfall, if any, for such Distribution Date net of Compensating
Interest Payments made with respect to such Distribution Date.
NET LIQUIDATION PROCEEDS: As to any Liquidated Mortgage Loan,
Liquidation Proceeds net of (i) Liquidation Expenses which are payable therefrom
to the related Sub-Servicer or Master Servicer in accordance with the related
Sub-Servicing Agreement or this Agreement and (ii) unreimbursed advances by the
related Sub-Servicer or Master Servicer and Monthly Advances including
Certificate Account Advances.
NET RATE: With respect to each Mortgage Loan, the Mortgage Interest
Rate in effect from time to time less the applicable Sub-Servicing Fee
attributable thereto (in each case, expressed as a per annum rate).
NON-DISCOUNT MORTGAGE LOAN: Any Group 1, Group 2, Group 3 or Group 4
Mortgage Loan with a Net Rate equal to or greater than 7.00%, 6.75%, 6.50% or
6.75%, respectively.
NON-PO PERCENTAGE: (x) (i) with respect to any Discount Mortgage Loan
in Mortgage Loan Group 1, Mortgage Loan Group 2, or Mortgage Loan Group 4 the
Net Rate thereof divided by 7.00%, 6.75% and 6.75%, respectively, and, (ii) with
respect to any Discount Mortgage Loan in Mortgage Loan Group 3, 100% minus the
Group 3 PO Percentage thereof and (y) with respect to any Non-Discount Mortgage
Loan in Mortgage Loan Group 1, Mortgage Loan Group 2, Mortgage Loan Group 3 or
Mortgage Loan Group 4, 100%.
NONRECOVERABLE ADVANCE: Any advance (i) which was previously made or
is proposed to be made by a Sub-Servicer or the Master Servicer and (ii) which,
in the good faith judgment of such Sub-Servicer or the Master Servicer, as
evidenced by an Officer's Certificate (in the case of the Master Servicer), will
not or, in the case of a proposed advance, would not, be ultimately recoverable
by the Sub-Servicer or the Master Servicer from Liquidation Proceeds, Insurance
Proceeds or future payments on the Mortgage Loan for which such advance was
made.
NORWEST: Norwest Bank Minnesota, National Association, and its
successors in interest.
NOTIONAL AMOUNT: On any Distribution Date, with respect to (1) the
Class 1-A-7 Certificates, an amount equal to the sum of the Current Principal
Amount of the Class 1-A-5 Certificates and the Current Principal Amount of the
Class 1-A-6 Certificates, (2) the Class 1-X Certificates, Class 2-X
Certificates, or Class 4-X Certificates, an amount equal to the aggregate
Scheduled Principal Balances of the Non-Discount Mortgage Loans in Mortgage Loan
Group 1, Group 2 or Group 4, respectively, immediately following the Due Date in
the month prior to the month of the Distribution Date, (3) the Class 2-A-4
Certificates, an amount equal to the sum of: (i) the product of (A) 3.703703704%
and (B) the Current Principal Amount of the Class 2-A-1 Certificates, (ii) the
product of (A) 5.925925926% and (B) the Current Principal Amount of the Class
2-A-2 Certificates, (iii) the product of (A) 5.185185185% and (B) the Current
Principal Amount of the Class 2-A-3 Certificates, (iv) the product of (A)
3.703703704% and (B) the Current Principal Amount of Component 2-A-6-I, and (v)
the product of (A) 3.703703704% and (B) the Current Principal Amount of
Component 2-A-6-II; and (4) the Group 3X Certificates, an amount equal to the
Sub-Group 3A Percentage of the aggregate Scheduled Principal Balances of the
Non-Discount Mortgage Loans in Mortgage Loan Group 3 immediately following the
Due Date in the month prior to the month of the Distribution Date.
NOTIONAL AMOUNT CERTIFICATES: The Class 1-X, Class 2-X, Class 3-X
Class 4-X, Class 1-A-7, and Class 2-A-4 Certificates.
OFFERED CERTIFICATE: Any Class 1-A-1, Class 1-A-2, Class 1-A-3, Class
1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 1-X, Class
2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 2-A-6, Class
2-A-7, Class 2-A-8, Class 2-A-9, Class 2-A-10, Class 2-A-11, Class 2-X, Class
B-1, Class B-2, Class B-3, Class 3-A-1, Class 3-A-2, Class 3-A-3, Class 3-A-4,
Class 3-A-5, Class 3-X, Class 3-B-1, Class 3-B-2, Class 3-B-3, Class 4-A-1,
Class 4-A-2, Class 4-A-3, Class 4-X, Class 4-B-1, Class 4-B-2, Class 4-B-3,
Class PO, Class R-1, Class R-2, Class R-3, Class R-4, Class R-5 and Class R-6
Certificate.
OFFERED SUBORDINATE CERTIFICATES: The Class B-1, Class B-2, Class B-3,
Class 3-B-1, Class 3-B-2, Class 3-B-3, Class 4-B-1, Class 4-B-2 and Class 4-B-3
Certificates.
OFFICER'S CERTIFICATE: A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a Vice President or
Assistant Vice President or other authorized officer of the Master Servicer and
delivered to the Trustee or the Custodian, as required by this Agreement.
OPINION OF COUNSEL: A written opinion of counsel who is or are
acceptable to the Trustee and who, unless required to be Independent (an
"Opinion of Independent Counsel"), may be internal counsel for a Sub-Servicer or
the Master Servicer.
ORIGINAL SUBORDINATE PRINCIPAL BALANCE: Each of the Group 1-2 Original
Subordinate Principal Balance, Group 3 Original Subordinate Principal Balance
and Group 4 Original Subordinate Principal Balance.
ORIGINAL VALUE: The lesser of (i) the Appraised Value or (ii) sales
price of a Mortgaged Property at the time of origination of a Mortgage Loan,
except that in instances where either (i) or (ii) is unavailable, the other may
be used to determine Original Value, or if both (i) and (ii) are unavailable,
Original Value may be determined from other sources reasonably acceptable to the
Trustee.
OUTSTANDING MORTGAGE LOAN: With respect to any Due Date, a Mortgage
Loan which, prior to such Due Date, was not the subject of a Principal
Prepayment in full, did not become a Liquidated Mortgage Loan and was not
purchased pursuant to Sections 2.02 or 2.03A or replaced pursuant to Section
2.04.
OUTSTANDING PRINCIPAL BALANCE: As of the time of any determination,
the principal balance of a Mortgage Loan remaining to be paid by the Mortgagor,
or, in the case of an REO Property, the principal balance of the related
Mortgage Loan remaining to be paid by the Mortgagor at the time such property
was acquired by the Trust Fund less any Net Insurance Proceeds with respect
thereto to the extent applied to principal.
PAC CERTIFICATES: The PAC I and PAC II Certificates.
PAC I CERTIFICATES: The Class 2-A-1, Class 2-A-2, and Class 2-A-3
Certificates and Component 2-A-6-I.
PAC II CERTIFICATES: The Class 2-A-5, Class 2-A-7, and Class 2-A-8
Certificates and Component 2-A-6-II.
PASS-THROUGH RATE: As to each Class of Certificates, the rate of
interest set forth, or determined as provided with respect thereto, in Section
5.01(d). Any monthly calculation of interest at a stated rate shall be based
upon annual interest at such rate divided by twelve.
PERMITTED INVESTMENTS: Any one or more of the following obligations or
securities held in the name of the Trustee for the benefit of the
Certificateholders:
(i) direct obligations of, and obligations the timely payment
of which are fully guaranteed by the United States of America or any
agency or instrumentality of the United States of America the
obligations of which are backed by the full faith and credit of the
United States of America;
(ii) (a) demand or time deposits, federal funds or bankers'
acceptances issued by any depository institution or trust company
incorporated under the laws of the United States of America or any
state thereof (including the Trustee acting in its commercial banking
capacity) and subject to supervision and examination by federal and/or
state banking authorities, provided that the commercial paper and/or
the short-term debt rating and/or the long-term unsecured debt
obligations of such depository institution or trust company at the time
of such investment or contractual commitment providing for such
investment have the Applicable Credit Rating or better from each Rating
Agency and (b) any other demand or time deposit or certificate of
deposit that is fully insured by the Federal Deposit Insurance
Corporation;
(iii) repurchase obligations with respect to (a) any security
described in clause (i) above or (b) any other security issued or
guaranteed by an agency or instrumentality of the United States of
America, the obligations of which are backed by the full faith and
credit of the United States of America, in either case entered into
with a depository institution or trust company (acting as principal)
described in clause (ii)(a) above where the Trustee holds the security
therefor;
(iv) securities bearing interest or sold at a discount issued
by any corporation (including the Trustee) incorporated under the laws
of the United States of America or any state thereof that have the
Applicable Credit Rating or better from each Rating Agency at the time
of such investment or contractual commitment providing for such
investment; PROVIDED, HOWEVER, that securities issued by any particular
corporation will not be Permitted Investments to the extent that
investments therein will cause the then outstanding principal amount of
securities issued by such corporation and held as part of the Trust to
exceed 10% of the aggregate Outstanding Principal Balances and amounts
of all the Mortgage Loans and Permitted Investments held as part of the
Trust;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on demand
or on a specified date not more than one year after the date of
issuance thereof) having the Applicable Credit Rating or better from
each Rating Agency at the time of such investment;
(vi) a Reinvestment Agreement issued by any bank,
insurance company or other corporation or entity;
(vii) any other demand, money market or time deposit,
obligation, security or investment as may be acceptable to each Rating
Agency as evidenced in writing by each Rating Agency to the Trustee;
and
(viii) any money market or common trust fund having the
Applicable Credit Rating or better from each Rating Agency, including
any such fund for which the Trustee, the Master Servicer or any
affiliate of the Trustee or the Master Servicer acts as a manager or an
advisor;
PROVIDED, HOWEVER, that no instrument or security shall be a Permitted
Investment if such instrument or security evidences a right to receive only
interest payments with respect to the obligations underlying such instrument or
if such security provides for payment of both principal and interest with a
yield to maturity in excess of 120% of the yield to maturity at par or if such
instrument or security is purchased at a price greater than par.
PERSON: Any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
PHYSICAL CERTIFICATES: The Private Certificates and the Residual
Certificates.
PLANNED BALANCE: With respect to each Class of PAC Certificates and
each Distribution Date, the amount set forth for such Class in Exhibit I hereto
for the respective Distribution Date.
PO PERCENTAGE: (x) (i) With respect to any Discount Mortgage Loan, in
Mortgage Loan Group 1, Mortgage Loan Group 2 or Mortgage Loan Group 4, the
fraction, expressed as a percentage, equal to 7.00%, 6.75% or 6.75%,
respectively, minus the Net Rate thereof divided by 7.00%, 6.75% or 6.75%,
respectively, and (ii) with respect to any Discount Mortgage Loan in Mortgage
Loan Group 3, the fraction, expressed as a percentage, equal to 6.50% minus the
Net Rate thereof divided by 6.50% multiplied by the Sub-Group 3A Percentage; and
(y) with respect to any Non-Discount Mortgage Loan, 0%.
PREPAYMENT PERIOD: With respect to any Mortgage Loan and any
Distribution Date, the calendar month preceding the month of such Distribution
Date.
PRIMARY MORTGAGE INSURANCE POLICY: Any primary mortgage guaranty
insurance policy issued in connection with a Mortgage Loan which provides
compensation to a Mortgage Note holder in the event of default by the obligor
under such Mortgage Note or the related Security Instrument, or any replacement
policy therefor.
PRINCIPAL PREPAYMENT: Any payment (whether partial or full) or other
recovery of principal on a Mortgage Loan which is received in advance of its
scheduled Due Date to the extent that it is not accompanied by an amount as to
interest representing scheduled interest due on any date or dates in any month
or months subsequent to the month of prepayment, including Insurance Proceeds
and the purchase price in connection with any purchase of a Mortgage Loan, any
cash deposit in connection with the substitution of a Mortgage Loan, and the
principal portion of Net Liquidation Proceeds.
PRIVATE CERTIFICATES: Any Class B-4, Class B-5, Class B-6, Class
3-B-4, Class 3-B-5, Class 3-B-6, Class 4-B-4, Class 4-B-5 or Class 4-B-6
Certificate.
PROTECTED ACCOUNT: An account established and maintained in the name
of the Trustee for the benefit of Certificateholders by the Master Servicer or
any Sub-Servicer with respect to the Mortgage Loans and with respect to REO
Property in a Designated Depository Institution for receipt of principal and
interest and other amounts as described in Section 4.01.
QIB: A Qualified Institutional Buyer as defined in Rule 144A
promulgated under the Securities Act.
QUALIFIED INSURER: Any insurance company duly qualified as such under
the laws of the state or states in which the related Mortgaged Property or
Mortgaged Properties is or are located, duly authorized and licensed in such
state or states to transact the type of insurance business in which it is
engaged and approved as an insurer by the Master Servicer, so long as the claims
paying ability of which is acceptable to the Rating Agencies for pass-through
certificates having the same rating as the Certificates rated by the Rating
Agencies as of the Closing Date.
RATING AGENCIES: S&P and Fitch.
RATING AGENCY ELIGIBLE ACCOUNT: An account, including one maintained
with the Trustee, which either (i) is a trust account maintained with the
corporate trust department of a depository institution or trust company
(including, without limitation, the Trustee) organized under the laws of the
United States of America or any one of the states thereof or the District of
Columbia which is not affiliated with the Master Servicer, any Sub-Servicer or
any other master servicer other than the Trustee or (ii) is maintained with an
entity which is an institution whose deposits are insured by the FDIC, the
unsecured and uncollateralized long-term debt obligations of which shall be
rated "A" or higher by S&P and "A" or higher by Fitch, or one of the two highest
short-term ratings by each Rating Agency, and which is either (a) a federal
savings association duly organized, validly existing and in good standing under
the federal banking laws, (b) an institution duly organized, validly existing
and in good standing under the applicable banking laws of any state, (c) a
national banking association under the federal banking laws, or (d) a principal
subsidiary of a bank holding company.
REALIZED LOSS: Any (i) Deficient Valuation or (ii) as to any
Liquidated Mortgage Loan, (x) the Outstanding Principal Balance of such
Liquidated Mortgage Loan plus accrued and unpaid interest thereon at the
Mortgage Interest Rate through the last day of the month of such liquidation
LESS (y) the related Net Liquidation Proceeds with respect to such Mortgage
Loan.
RECORD DATE: With respect to any Distribution Date, the close of
business on the last Business Day of the month immediately preceding the month
of such Distribution Date.
REINVESTMENT AGREEMENTS: One or more reinvestment agreements,
acceptable to the Rating Agencies, from a bank, insurance company or other
corporation or entity (including the Trustee).
RELIEF ACT: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
RELIEF ACT MORTGAGE LOAN: Any Mortgage Loan as to which the Scheduled
Payment thereof has been reduced due to the application of the Relief Act.
REMIC: A real estate mortgage investment conduit, as defined in the
Code.
REMIC I: That group of assets contained in the Trust Fund designated
as a REMIC consisting of (i) the Group 1 Mortgage Loans, (ii) the sub-account of
the Certificate Account relating to the Group I Mortgage Loans, (iii) any REO
Property relating to the Group I Mortgage Loans and (iv) any proceeds of the
foregoing.
REMIC I CERTIFICATES: The REMIC I Regular Certificates and the Class
R-1 Certificates.
REMIC I REGULAR CERTIFICATES: As defined in Section 5.01(c)
REMIC II: That group of assets contained in the Trust Fund designated
as a REMIC consisting of (i) the Group 2 Mortgage Loans, (ii) the sub-account of
the Certificate Account relating to the Group 2 Mortgage Loans, (iii) any REO
Property relating to the Group 2 Mortgage Loans and (iv) any proceeds of the
foregoing.
REMIC II CERTIFICATES: The REMIC II Regular Certificates and the Class
R-2 Certificates.
REMIC II REGULAR CERTIFICATES: As defined in Section 5.01(c).
REMIC III: That group of assets contained in the Trust Fund designated
as a REMIC consisting of (i) the Group 3 Mortgage Loans, (ii) the sub-account of
the Certificate Account relating to the Group 3 Mortgage Loans, (iii) any REO
Property relating to the Group 3 Mortgage Loans and (iv) any proceeds of the
foregoing.
REMIC III CERTIFICATES: The REMIC III Regular Certificates and the
Class R-3 Certificates.
REMIC III REGULAR CERTIFICATES: As defined in Section 5.01(c).
REMIC IV: That group of assets contained in the Trust Fund designated
as a REMIC consisting of (i) the Group 4 Mortgage Loans, (ii) the sub-account of
the Certificate Account relating to the Group 4 Mortgage Loans, (iii) any REO
Property relating to the Group 4 Mortgage Loans and (iv) any proceeds of the
foregoing.
REMIC IV CERTIFICATES: The REMIC IV Regular Certificates and the Class
R-4 Certificates.
REMIC IV REGULAR CERTIFICATES: As defined in Section 5.01(c).
REMIC V: That group of assets contained in the Trust Fund designated
as a REMIC consisting of the REMIC I Regular Certificates and the REMIC II
Regular Certificates.
REMIC V CERTIFICATES: The REMIC V Regular Certificates and the Class
R-5 Certificates.
REMIC V REGULAR CERTIFICATES: As defined in Section 5.01(c).
REMIC VI: That group of assets contained in the Trust Fund designated
as a REMIC consisting of the REMIC III, REMIC IV and REMIC V Regular
Certificates and the Interest Reserve Account.
REMIC VI CERTIFICATES: The REMIC VI Regular Certificates and the Class
R-6 Certificates.
REMIC VI REGULAR CERTIFICATES: As defined in Section 5.01(d), other
than the Class R-6 Certificates.
REMIC OPINION: An Opinion of Independent Counsel, to the effect that
the proposed action described therein would not, under the REMIC Provisions, (i)
cause any Series REMIC to fail to qualify as a REMIC while any regular interest
in any Series REMIC is outstanding, (ii) result in a tax on prohibited
transactions with respect to any Series REMIC or (iii) constitute a taxable
contribution to any Series REMIC after the Startup Day.
REMIC PROVISIONS: The provisions of the federal income tax law
relating to REMICs, which appear at Sections 860A through 860G of the Code, and
related provisions and regulations promulgated thereunder, as the foregoing may
be in effect from time to time.
REO PROPERTY: A Mortgaged Property acquired in the name of the
Trustee, for the benefit of Certificateholders, by foreclosure or deed-in-lieu
of foreclosure in connection with a defaulted Mortgage Loan.
REPURCHASE PRICE: With respect to any Mortgage Loan (or any property
acquired with respect thereto) required to be repurchased pursuant to Section
2.02 or 2.03A an amount equal to the sum of (i) 100% of the Outstanding
Principal Balance of such Mortgage Loan as of the date of repurchase (or if the
related Mortgaged Property was acquired with respect thereto, 100% of the
Outstanding Principal Balance at the date of the acquisition) plus (ii) accrued
but unpaid interest on the Outstanding Principal Balance at the related Mortgage
Interest Rate, through and including the last day of the month of repurchase
reduced by (ii) any portion of the Master Servicing Fee or advances payable to
the purchaser of the Mortgage Loan.
REQUEST FOR RELEASE: A request for release in the form attached hereto
as Exhibit D.
REQUIRED INSURANCE POLICY: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement with respect to such Mortgage Loan.
RESIDUAL CERTIFICATES: The Class R-1, Class R-2, Class R-3, Class R-4,
Class R-5 and Class R-6 Certificates.
RESPONSIBLE OFFICER: Any officer assigned to the Corporate Trust
Division (or any successor thereto), including any Vice President, Assistant
Vice President, Trust Officer, any Assistant Secretary, any trust officer or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and having direct
responsibility for the administration of this Agreement or any other officer of
the Trustee to whom matters under this Agreement may be referred.
RULE 144A CERTIFICATE: The certificate to be furnished by each
purchaser of a Private Certificate (which is also a Physical Certificate) which
is a Qualified Institutional Buyer as defined under Rule 144A promulgated under
the Securities Act, substantially in the form set forth as Exhibit F-2 hereto.
SAMI: Structured Asset Mortgage Investments Inc.
SCHEDULED PAYMENT: With respect to any Mortgage Loan and any month,
the scheduled payment or payments of principal and interest due during such
month on such Mortgage Loan which either is payable by a Mortgagor in such month
under the related Mortgage Note or, in the case of REO Property, would otherwise
have been payable under the related Mortgage Note.
SCHEDULED PRINCIPAL: The principal portion of any Scheduled Payment.
SCHEDULED PRINCIPAL BALANCE: With respect to any Mortgage Loan on any
Distribution Date, (i) the unpaid principal balance of such Mortgage Loan as of
the close of business on the related Due Date (i.e., taking account of the
principal payment to be made on such Due Date and irrespective of any
delinquency in its payment), as specified in the amortization schedule at the
time relating thereto (before any adjustment to such amortization schedule by
reason of any bankruptcy or similar proceeding occurring after the Cut-off Date
(other than a Deficient Valuation) or any moratorium or similar waiver or grace
period) less (ii) any Principal Prepayments (including the principal portion of
Net Liquidation Proceeds) received during or prior to the related Prepayment
Period; provided that the Scheduled Principal Balance of a Liquidated Mortgage
Loan is zero.
SECURITIES ACT: The Securities Act of 1933, as amended.
SECURITIES LEGEND: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR
ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER
HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3)
IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE
MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS
PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO
(A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN
THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE
ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY
OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR
INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED TRANSFER AND/OR HOLDING OF A
CERTIFICATE AND THE SERVICING, MANAGEMENT AND/OR OPERATION OF THE TRUST AND ITS
ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED
UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT
NOT LIMITED TO, PROHIBITED TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE
90-1, PTE 95-60 OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL
FIDUCIARY DUTIES ON THE PART OF THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL
BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL
CERTIFICATE AND WILL BE EVIDENCED BY A REPRESENTATION TO SUCH EFFECT BY OR ON
BEHALF OF A HOLDER OF A PRIVATE CERTIFICATE.
SECURITY INSTRUMENT: A written instrument creating a valid first lien
on a Mortgaged Property securing a Mortgage Note, which may be any applicable
form of mortgage, deed of trust, deed to secure debt or security deed, including
any riders or addenda thereto.
SELLER: Structured Asset Mortgage Investments Inc. (formerly known as
Bear Stearns Mortgage Securities, Inc.), a Delaware corporation, or its
successors in interest.
SENIOR CERTIFICATES: The Group 1 Senior Certificates, Group 2 Senior
Certificates, Group 3 Senior Certificates and/or Group 4 Senior Certificates, as
the context requires.
SENIOR P&I CERTIFICATES: The Group 1 Senior P&I Certificates, Group 2
Senior P&I Certificates and/or Group 3 Senior P&I Certificates, as the context
requires.
SENIOR P&I OPTIMAL PRINCIPAL AMOUNT: The Group 1 Senior P&I Optimal
Principal Amount, Group 2 Senior P&I Optimal Principal Amount, Group 3 Senior
P&I Optimal Principal Amount and Group 4 Senior P&I Optimal Principal Amount.
SERIES REMIC: Any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V
or REMIC VI.
SERVICING ACCOUNT: The separate trust account(s) created and
maintained by each Sub-Servicer pursuant to the related Sub-Servicing Agreement
with respect to the Mortgage Loans or with respect to REO Property in a
Designated Depository Institution for collection of taxes, assessments,
insurance premiums and comparable items as described in Section 3.07.
SERVICING ADVANCES: All reasonable and customary "out of pocket" costs
and expenses incurred in the performance by the Master Servicer or any
Sub-Servicer of its servicing obligations, including, but not limited to, the
cost of (i) the preservation, restoration and protection of the Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
(iii) the management and liquidation of the REO Property, including reasonable
fees paid to any independent contractor in connection therewith, (iv) compliance
with the obligations under Section 3.07 or 3.10, and (v) in connection with the
liquidation of a Mortgage Loan, expenditures relating to the purchase or
maintenance of the first lien on the Mortgaged Property pursuant to Section
3.12, all of which reasonable and customary out-of-pocket costs and expenses are
reimbursable to the Master Servicer or such Sub-Servicer to the extent provided
in Sections 4.02(b) and 4.03(b).
SERVICING OFFICER: Any officer of any Sub-Servicer or the Master
Servicer or of an agent or independent contractor through which all or part of
the Sub-Servicer's servicing responsibilities or the Master Servicer's master
servicing responsibilities are carried out, involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name and specimen
signature appear on a list of servicing officers furnished to the Trustee by any
Sub-Servicer or the Master Servicer as such list may from time to time be
amended in accordance with the foregoing.
S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies Inc., or its successors in interest.
SPECIAL HAZARD LOSS: (i) A Realized Loss suffered by a Mortgaged
Property on account of direct physical loss, exclusive of (a) any loss covered
by a hazard policy or a flood insurance policy required to be maintained in
respect of such Mortgaged Property under Section 3.10 and (b) any loss caused by
or resulting from:
(1) normal wear and tear;
(2) conversion or other dishonest act on the part of the
Trustee, a Sub-Servicer, the Master Servicer or any
of their agents or employees; or
(3) errors in design, faulty workmanship or faulty
materials, unless the collapse of the property or a
part thereof ensues;
or (ii) any Realized Loss suffered by the Trust Fund arising from or related to
the presence or suspected presence of hazardous wastes or hazardous substances
on a Mortgage Property as reported by a Sub-Servicer to the Master Servicer
unless such loss to a Mortgaged Property is covered by a hazard policy or a
flood insurance policy required to be maintained in respect of such Mortgage
Property under Section 3.10.
SPECIAL HAZARD LOSS AMOUNT: Upon the initial issuance of the
Certificates, the "Special Hazard Loss Amount" for (i) the Group 1 Mortgage
Loans and Group 2 Mortgage Loans will equal two times the Cut-off Date Scheduled
Principal Balance of the largest Mortgage Loan in the Mortgage Loan Group 1 and
Mortgage Loan Group 2 (or $2,997,774.00), (ii) the Group 3 Mortgage Loans will
equal two times the Cut-off Date Scheduled Principal Balance of the largest
Mortgage Loan in the Mortgage Loan Group 3 (or $1,969,088.34) and (iii) for the
Group 4 Mortgage Loans will equal 1.0% of the aggregate Scheduled Principal
Balance of the Group 4 Mortgage Loans as of the Cut-off Date (or $1,339,281.33).
As of any Distribution Date, the Special Hazard Loss Amount for each Mortgage
Loan Group or Groups will equal the initial Special Hazard Loss Amount, minus
the sum of (i) the aggregate amount of Special Hazard Losses that would have
been previously allocated to the Subordinate Certificates of the related
Subordinate Certificate Group in the absence of the Loss Allocation Limitation
and (ii) the Adjustment Amount.
SPECIAL HAZARD TERMINATION DATE: For any Mortgage Loan Group, the
Distribution Date upon which the applicable Special Hazard Loss Amount has been
reduced to zero or a negative number (or the Group 1- 2 Cross-Over Date in the
case of Mortgage Loan Group 1 and Mortgage Loan Group 2, the Group 3 Cross-Over
Date in the case of Mortgage Loan Group 3 or the Group 4 Cross-Over Date in the
case of Mortgage Loan Group 4, in each case if earlier).
STARTUP DAY: June 30, 1998.
SUBORDINATE CERTIFICATES: The Group 1-2 Subordinate Certificates,
Group 3 Subordinated Certificates and/or Group 4 Subordinate Certificates, as
the context requires.
SUBORDINATE OPTIMAL PRINCIPAL AMOUNT: Any of the Group 1-2 Subordinate
Optimal Principal Amount, the Group 3 Subordinate Optimal Principal Amount or
the Group 4 Subordinate Optimal Principal Amount.
SUB-GROUP 3A: The Group of Certificates which is composed of the
Sub-Group 3A Certificates.
SUB-GROUP 3A AVAILABLE FUNDS: As defined in Section 6.01(a)(v)(A).
SUB-GROUP 3A CERTIFICATES: The Class 3-A-1, Class 3-A-2, Class 3-A-3,
Class 3-A-4, Class 3-X and Class R-3 Certificates and Component 3-PO.
SUB-GROUP 3A NON-PO OPTIMAL PRINCIPAL AMOUNT: With respect to each
Distribution Date, an amount equal to the sum of the product of the Sub-Group 3A
Percentage and (x) the amount in clause (i) of the definition of "Sub-Group 3A
Senior P&I Optimal Principal Amount" for such Distribution Date and (y) the
amounts in clauses (ii) through (v) of such definition, prior to the application
of the applicable Senior Percentage or Senior Prepayment Percentage, as
applicable.
SUB-GROUP 3A PERCENTAGE: As defined in Section 6.01(a)(v)(A).
SUB-GROUP 3A SENIOR P&I CERTIFICATES: All Sub-Group 3A Certificates
other than Component 3-PO.
SUB-GROUP 3A SENIOR PERCENTAGE: Initially 96.91%. On any Distribution
Date, the lesser of (i) 100% and (ii) the percentage (carried to six places
rounded up) obtained by dividing (a) the aggregate Current Principal Amounts of
all the Group 3A Senior P&I Certificates immediately preceding such Distribution
Date by (b) the Non-PO Percentage of the aggregate Scheduled Principal Balance
of the Group 3 Mortgage Loans as of the beginning of the related Due Period
multiplied by the Sub-Group 3A Percentage.
SUB-GROUP 3B: The Group of Certificates which is composed of the
Sub-Group 3B Certificates.
SUB-GROUP 3B AVAILABLE FUNDS: As defined in Section 6.01(a)(v)(A).
SUB-GROUP 3B CERTIFICATES: The Class 3-A-5 Certificates.
SUB-GROUP 3B PERCENTAGE: As defined in Section 6.01(a)(v)(A).
SUB-GROUP 3B SENIOR P&I CERTIFICATES: The Sub-Group 3B Certificates.
SUB-GROUP 3B SENIOR PERCENTAGE: Initially 97.00%. On any Distribution
Date, the lesser of (i) 100% and (ii) the percentage (carried to six places
rounded up) obtained by dividing (a) the aggregate Current Principal Amount of
the Class 3-A-5 Certificates immediately preceding such Distribution Date by (b)
the Scheduled Principal Balance of the Group 3 Mortgage Loans as of the
beginning of the related Due Period multiplied by the Sub-Group 3B Percentage.
SUB-SERVICER: (i) Any of NAMC, HMC, EMC, WMBFA or CMC, or (ii) any
Person with which the Master Servicer has entered into an agreement and which
meets the qualifications of a Sub-Servicer pursuant to Section 3.02. As of the
Closing Date, (i) NAMC will be the Sub-Servicer of the NAMC Mortgage Loans, (ii)
HMC will be the Sub-Servicer of the HMC Mortgage Loans through and including
July 31, 1998 after which EMC will be the Sub-Servicer of the HMC Mortgage
Loans, (iii) WMBFA will be the Sub-Servicer of the WMBFA Mortgage Loans and (iv)
CMC will be the Sub-Servicer of the CMC Mortgage Loans.
SUBBSERVICER REMITTANCE DATE: The 18th day of each month, or if such
day is not a Business Day, the preceding Business Day, except with respect to
EMC, which shall be the 24th day of each month, or if such day is not a Business
Day, the preceding Business Day.
SUB-SERVICING AGREEMENT: Any of the NAMC Sub-Servicing Agreement, the
HMC Sub-Servicing Agreement, the EMC Sub-Servicing Agreement, the WMBFA
Sub-Servicing Agreement or the CMC Sub-Servicing Agreement.
SUB-SERVICING FEE: As to any Mortgage Loan and Distribution Date, an
amount equal to the product of (i) the Scheduled Principal Balance of such
Mortgage Loan as of the Due Date in the preceding calendar month and (ii) the
Sub-Servicing Fee Rate.
SUB-SERVICING FEE RATE: With respect to any Mortgage Loan, the per
annum rate of 0.25% for each NAMC Mortgage Loan, 0.25%, for each WMBFA Mortgage
Loan, 0.25%, for each CMC Mortgage Loan, and between 0.25% and 1.25% and at the
rate specified for each such Mortgage Loan on the Mortgage Loan Schedule for
each HMC Mortgage Loan, respectively, in each case payable from full payments of
accrued interest on each such Mortgage Loan. Any HMC Sub-Servicing Fee Rate in
excess of 0.25% per annum will be set aside to pay for lender funded mortgage
insurance and will not be treated as servicing compensation to HMC or EMC, as
the case may be, and will not be available to make Compensating Interest
Payments.
SUBSTITUTE MORTGAGE LOAN: A mortgage loan tendered to the Custodian on
behalf of the Trustee pursuant to Section 2.04, in each case, (i) which has an
Outstanding Principal Balance not materially greater nor materially less than
the Mortgage Loan for which it is to be substituted; (ii) which has a fixed
Mortgage Interest Rate and Net Rate not less than, and not materially greater
than, such Mortgage Loan; (iii) which has a maturity date not materially earlier
or later than such Mortgage Loan and not later than the latest maturity date of
any Mortgage Loan; (iv) which is of the same property type and occupancy type as
such Mortgage Loan; (v) which has a Loan-to-Value Ratio not greater than the
Loan-to-Value Ratio of such Mortgage Loan; (vi) which is current in payment of
principal and interest as of the date of substitution; and (vii) as to which the
payment terms do not vary in any material respect from the payment terms of the
Mortgage Loan for which it is to be substituted.
TAX ADMINISTRATION AND TAX MATTERS PERSON: The Master Servicer or any
successor thereto or assignee thereof shall serve as tax administrator hereunder
and as agent for each Tax Matters Person. The Holder of each Class of Residual
Certificates shall be the Tax Matters Person for each of the related Series
REMICs, as more particularly set forth in Section 9.13 hereof.
TRUST FUND OR TRUST: The corpus of the trust created by this
Agreement, consisting of the Mortgage Loans and the other assets described in
Section 2.01(a).
TRUSTEE: The First National Bank of Chicago, or its successor in
interest, or any successor trustee appointed as herein provided.
TRUSTEE'S FEES: The amount to be paid to the Trustee for performing
its services hereunder. The Trustee's Fee shall be agreed to between the Trustee
and the Master Servicer and shall be payable by the Master Servicer.
UNINSURED CAUSE: Any cause of damage to a Mortgaged Property or REO
Property such that the complete restoration of such Mortgaged Property or REO
Property is not fully reimbursable by the hazard insurance policies required to
be maintained pursuant to Section 3.10, without regard to whether or not such
policy is maintained.
VOLUNTARY PRINCIPAL PREPAYMENT: With respect to any Distribution Date,
any Principal Prepayment received from the related Mortgagor on a Mortgage Loan.
WMBFA: Washington Mutual Bank, F.A., or its successors in interest.
WMBFA MORTGAGE LOANS: The Group 1, Group 2 and Group 3 Mortgage Loans
in the aggregate principal amounts of $604,559.72, $3,466,999.51 and
$24,667,554.13, respectively that were originated or acquired by WMBFA, as
indicated on the Mortgage Loan Schedule relating to the Group 2 and Group 3
Mortgage Loans, and sold to SAMI pursuant to the Mortgage Loan Purchase
Agreement and subject to the WMBFA Sub-Servicing Agreement.
WMBFA SUB-SERVICING AGREEMENT: The Purchase, Warranties and Servicing
Agreement dated as of May 1, 1998 between BSMCC and WMBFA, as amended or
supplemented from time to time.
<PAGE>
ARTICLE II
Conveyance of Mortgage Loans;
Original Issuance of Certificates
Section 2.01. CONVEYANCE OF MORTGAGE LOANS TO TRUSTEE. (a) The Seller
concurrently with the execution and delivery of this Agreement, sells, transfers
and assigns to the Trust without recourse all its right, title and interest in
and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule,
including all interest and principal due with respect to the Mortgage Loans
after the Cut-off Date, but excluding any payments of principal and interest due
on or prior to the Cut-off Date; (ii) such assets as shall from time to time be
credited or are required by the terms of this Agreement to be credited to the
Certificate Account, (iii) such assets relating to the Mortgage Loans as from
time to time may be held by the Master Servicer or a Sub-Servicer in Protected
Accounts (excluding any income to the Master Servicer or any Sub-Servicer from
Permitted Investments under Subsection 4.01(a)), (iv) such assets relating to
the Mortgage Loans as from time to time may be held by the Trustee in the
Custody Account (excluding any income to the Master Servicer from Permitted
Investments under Section 4.04(d)), (v) any Servicing Accounts (to the extent
the mortgagee has a claim thereto and excluding any income to the Master
Servicer or Sub-Servicer or interest payable to Mortgagors pursuant to
applicable law), (vi) any REO Property, (vii) the Required Insurance Policies
and any amounts paid or payable by the insurer under any Insurance Policy (to
the extent the mortgagee has a claim thereto), (viii) the Mortgage Loan Purchase
Agreement to the extent provided in Subsection 2.03A(a), and (ix) any proceeds
of the foregoing. The Mortgage Loans that constitute part of the Trust shall be
divided into four separate sub-trusts, one for each of the Mortgage Loan Groups.
Although it is the intent of the parties to this Agreement that the conveyance
of the Seller's right, title and interest in and to the Mortgage Loans and other
assets in the Trust Fund pursuant to this Agreement shall constitute a purchase
and sale and not a loan, in the event that such conveyance is deemed to be a
loan, it is the intent of the parties to this Agreement that the Seller shall be
deemed to have granted to the Trustee a first priority perfected security
interest in all of the Seller's right, title and interest in, to and under the
Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall
constitute a security agreement under applicable law.
(b) In connection with the above transfer and assignment, the Seller
hereby deposits with the Custodian on behalf of the Trustee, with respect to (A)
each Mortgage Loan, other than Cooperative Loans (i) the original Mortgage Note,
endorsed without recourse to the order of the Trustee and showing an unbroken
chain of endorsements from the original payee thereof to the Person endorsing it
to the Trustee, (ii) the original Security Instrument, which shall have been
recorded, with evidence of such recording indicated thereon, (iii) a certified
copy of the assignment (which may be in the form of a blanket assignment if
permitted in the jurisdiction in which the Mortgaged Property is located) to the
Trustee of the Security Instrument, with evidence of recording with respect to
each Mortgage Loan in the name of the Trustee thereon (or if clause (x) in the
proviso below applies, shall be in recordable form), (iv) all intervening
assignments of the Security Instrument, if applicable and only to the extent
available to the Seller with evidence of recording thereon, (v) the original or
a copy of the policy or certificate of primary mortgage guaranty insurance, to
the extent available, if any, (vi) the original policy of title insurance or
mortgagee's certificate of title insurance or commitment or binder for title
insurance and (vii) originals of all modification agreements, if applicable and
available and (B) each Cooperative Loan (i) the original Mortgage Note, endorsed
by the Seller or the originator, without recourse in proper form to the order of
the Trustee, and showing, to the extent available, an unbroken chain of title
from the originator to the Trustee or, in the case of a Mortgage Loan that is
subject to the terms of a consolidation and modification agreement, an
assignment of such agreement to the Trustee; (ii) the original duly executed
assignment of security agreement from the Seller or the originator to the
Trustee; (iii) the original Mortgage; (iv) the acknowledgment copy of the
original executed Form UCC-1) or certified copy thereof) with respect to the
security agreement, and any required continuation statements, with evidence of
filing indicated thereon; (v) the acknowledgment copy of the original executed
Form UCC-3 with respect to the security agreement, indicating the Trustee as the
assignee of the secured party, with evidence of filing indicated thereon; (vi)
the stock certificate representing the stock allocated to the cooperative unit,
with a stock power in favor of the Seller or the originator and a stock power
executed by the Seller or the originator, as applicable, in blank attached;
(vii) the original collateral assignment of the lease by Mortgagor to the Seller
or the originator and the assignment of the collateral assignment of the lease
by the Seller or the originator, as applicable, to the Trustee (which may be in
blanket form), accompanied by the original lease; (viii) a copy of the
recognition agreement; (ix) if applicable and to the extent available, the
original intervening assignments, including warehousing assignments, if any,
showing, to the extent available, an unbroken chain of the related Mortgage Loan
from the Seller or the originator to the Trustee, together with a copy of the
related Form UCC-3 with evidence of filing thereon; (x) the originals of each
assumption, modification or substitution agreement, if any, relating to the
Mortgage Loan; and (xi) the certificate of primary mortgage insurance, if any;
PROVIDED, HOWEVER, that in lieu of the foregoing, the Seller may deliver the
following documents, under the circumstances set forth below: (x) in lieu of the
original Security Instrument, assignments to the Trustee or intervening
assignments thereof which have been delivered, are being delivered or will, upon
receipt of recording information relating to the Security Instrument required to
be included thereon, be delivered to recording offices for recording and have
not been returned to the Seller in time to permit their delivery as specified
above, the Seller may deliver a true copy thereof with a certification by BSMCC,
the Master Servicer or the applicable Sub-Servicer, on the face of such copy,
substantially as follows: "Certified to be a true and correct copy of the
original, which has been transmitted for recording"; (y) in lieu of the Security
Instrument, assignment to the Trustee or intervening assignments thereof, if the
applicable jurisdiction retains the originals of such documents (as evidenced by
a certification from BSMCC, the Master Servicer or the applicable Sub-Servicer,
to such effect) the Seller may deliver photocopies of such documents containing
an original certification by the judicial or other governmental authority of the
jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage
Notes relating to three Mortgage Loans, with an aggregate Scheduled Principal
Balance as of the Cut-off Date of $501,155.55, each as identified in the list
delivered by the Seller to the Trustee on the Closing Date and set forth in
Exhibit J hereto, the Seller may deliver a lost note affidavit and, if
available, a copy of the original Mortgage Note; and PROVIDED, FURTHER, HOWEVER,
that in the case of Mortgage Loans which have been prepaid in full after the
Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering
the above documents, may deliver to the Custodian and to the Trustee a
certification of a Servicing Officer to such effect and shall deposit all
amounts paid in respect of such Mortgage Loans in the Certificate Account on the
Closing Date. The Seller shall deliver such original documents (including any
original documents as to which certified copies had previously been delivered)
to the Custodian on behalf of the Trustee promptly after they are received.
Pursuant to the Sub-Servicing Agreements, each Sub-Servicer shall cause, at its
expense, the Security Instrument and intervening assignments, if any, and the
assignment of the Security Instrument to the Trustee to be recorded not later
than 180 days after the Closing Date. With respect to the Cooperative Loans, the
Seller will, promptly after the Closing Date, cause the related financing
statements (if not yet filed) and an assignment thereof from the Seller to the
Trustee to be filed in the appropriate offices.
Section 2.02. ACCEPTANCE OF MORTGAGE LOANS BY TRUSTEE. (a) The Trustee
acknowledges receipt of, subject to further review and the exceptions which may
be noted pursuant to the procedures described below, and declares that the
Custodian holds on behalf of the Trustee the documents (or certified copies
thereof) delivered to it pursuant to Section 2.01 and declares that the
Custodian on behalf of the Trustee will continue to hold those documents and any
amendments, replacements or supplements thereto and all other assets of the
Trust Fund delivered to it as Trustee or to the Custodian on behalf of the
Trustee in trust for the use and benefit of all present and future Holders of
the Certificates. No later than 45 days after the Closing Date (or, with respect
to any Substitute Mortgage Loan, within 5 Business Days after the receipt by the
Custodian on behalf of the Trustee thereof), the Trustee agrees, for the benefit
of the Certificateholders, to cause the Custodian to review each Mortgage File
delivered to it and to execute and deliver, or cause to be executed and
delivered, to the Seller, the Trustee and the Master Servicer an Initial
Certification substantially in the form annexed hereto as Exhibit G. In
conducting such review, the Trustee will cause the Custodian to ascertain
whether all required documents have been executed and received and whether those
documents relate, determined on the basis of the Mortgagor name, original
principal balance and loan number, to the Mortgage Loans it has received, as
identified in Exhibit B-1 through Exhibit B-4 to this Agreement, as supplemented
(PROVIDED, HOWEVER, that with respect to those documents described in subclauses
(b)(iv), (b)(v) and (b)(vi) of Section 2.01, the Custodian's obligations shall
extend only to documents actually delivered pursuant to such subsections). In
performing any such review, the Custodian may conclusively rely on the purported
due execution and genuineness of any such document and on the purported
genuineness of any signature thereon. If the Custodian finds any document
constituting part of the Mortgage File not to have been executed or received, or
to be unrelated to the Mortgage Loans identified in Exhibit B-1 through Exhibit
B-4 or to appear to be defective on its face, the Custodian shall promptly
notify the Trustee and BSMCC. BSMCC shall correct or cure any such defect within
90 days from the date of notice from the Custodian of the defect and if BSMCC
fails to correct or cure the defect within such period, and such defect
materially and adversely affects the interests of the Certificateholders in the
related Mortgage Loan, BSMCC will, subject to Section 2.04, within 120 days from
the Trustee's notification purchase such Mortgage Loan at the Repurchase Price;
PROVIDED, HOWEVER, that if such defect relates solely to the inability of BSMCC
to deliver the original Security Instrument or intervening assignments thereof,
or a certified copy because the originals of such documents, or a certified copy
have not been returned by the applicable jurisdiction, BSMCC shall not be
required to purchase such Mortgage Loan if BSMCC delivers such original
documents or certified copy promptly upon receipt, but in no event later than
360 days after the Closing Date. The foregoing repurchase obligation shall not
apply in the event that BSMCC cannot deliver such original or copy of any
document submitted for recording to the appropriate recording office in the
applicable jurisdiction because such document has not been returned by such
office; provided that BSMCC shall instead deliver a recording receipt of such
recording office or, if such receipt is not available, a certificate of a
Servicing Officer confirming that such documents have been accepted for
recording, and delivery to the Custodian shall be effected by BSMCC within
thirty days of its receipt of the original recorded document.
(b) No later than 180 days after the Closing Date, the Trustee will
cause the Custodian to review, for the benefit of the Certificateholders, the
Mortgage Files delivered to it and will execute and deliver or cause to be
executed and delivered to the Seller, the Trustee and the Master Servicer, a
Final Certification substantially in the form annexed hereto as Exhibit H. In
conducting such review, the Trustee will cause the Custodian to ascertain
whether an original of each document required to be recorded has been returned
from the recording office with evidence of recording thereon or a certified copy
has been obtained from the recording office. If the Custodian finds any document
constituting part of the Mortgage File has not been received, or to be
unrelated, determined on the basis of the Mortgagor name, original principal
balance and loan number, to the Mortgage Loans identified in Exhibit B-1 or to
appear defective on its face, the Custodian shall promptly notify the Trustee
and BSMCC (PROVIDED, HOWEVER, that with respect to those documents described in
subsection (b)(iv), (b)(v) and (b)(vi) of Section 2.01, the Custodian's
obligations shall extend only to the documents actually delivered pursuant to
such subsections). BSMCC shall correct or cure any such defect or shall deliver
to the Trustee and the Custodian an Opinion of Counsel to the effect that such
defect does not materially or adversely affect the interests of
Certificateholders in such Mortgage Loan within 90 days from the date of notice
from the Trustee of the defect and if BSMCC is unable to cure such defect within
such period, and if such defect materially and adversely affects the interests
of the Certificateholders in the related Mortgage Loan, BSMCC shall, subject to
Section 2.04, within 120 days from the Trustee's notification purchase such
Mortgage Loan at the Repurchase Price; PROVIDED, HOWEVER, that if such defect
relates solely to the inability of BSMCC to deliver the original Security
Instrument or intervening assignments thereof, or a certified copy, because the
originals of such documents, or a certified copy, have not been returned by the
applicable jurisdiction, BSMCC shall not be required to purchase such Mortgage
Loan, if BSMCC delivers such original documents or certified copy promptly upon
receipt, but in no event later than 360 days after the Closing Date.
(c) In the event that a Mortgage Loan is purchased by BSMCC in
accordance with Subsections 2.02(a) or (b) above, BSMCC shall provide the
Repurchase Price to the Trustee for deposit in the appropriate sub-account of
the Certificate Account and shall provide to the Trustee written notification
detailing the components of the Repurchase Price. Upon deposit of the Repurchase
Price in the appropriate sub-account of the Certificate Account, the Trustee
shall cause the Custodian to release to BSMCC the related Mortgage File and
shall execute and deliver all instruments of transfer or assignment, without
recourse, furnished to it by BSMCC as are necessary to vest in BSMCC title to
and rights under the Mortgage Loan. Such purchase shall be deemed to have
occurred on the date on which the Repurchase Price in available funds is
received by the Trustee. The Trustee shall cause the Custodian to amend the
Mortgage Loan Schedule, which was previously delivered to it by Seller in a form
agreed to between the Seller and the Custodian, to reflect such repurchase and
shall promptly notify the Master Servicer and the Rating Agencies of such
amendment. The obligation of BSMCC to repurchase any Mortgage Loan as to which
such a defect in a constituent document exists shall be the sole remedy
respecting such defect available to the Certificateholders or to the Trustee on
their behalf.
Section 2.03. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER
SERVICER. (a) The Master Servicer hereby represents and warrants to the Trustee
as of the Closing Date that:
(i) It is a national banking association duly organized,
validly existing and in good standing under the laws of the United
States of America and throughout the term of this Agreement will remain
a national banking association duly organized, validly existing and in
good standing under the laws of the United States of America, and has
the corporate power and authority to perform its obligations under this
Agreement;
(ii) The execution and delivery of this Agreement
have been duly authorized by all requisite corporate action;
(iii) This Agreement, assuming due authorization, execution,
and delivery by the other parties hereto, will constitute its legal,
valid and binding obligation, enforceable in accordance with its terms,
except only as such enforcement may be limited by applicable Debtor
Relief Laws and that certain equitable remedies may not be available
regardless of whether enforcement is sought in equity or at law;
(iv) Its execution and delivery of this Agreement and its
performance and compliance with the terms of this Agreement will not
(A) violate its charter or bylaws (B) to its knowledge, violate any law
or regulation, or any administrative or judicial decree or order to
which it is subject or (C) constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material contract, agreement or
other instrument to which it is a party or which may be applicable to
it or any of its assets;
(v) To its best knowledge, after reasonable investigation, it
is not in default with respect to any order or decree of any court or
any order, regulation or demand of any federal, state, municipal or
governmental agency, which default would reasonably be expected to have
consequences that would materially and adversely affect its financial
condition or operations or its performance hereunder;
(vi) It does not believe, nor does it have any reason or cause
to believe, that it cannot perform each and every covenant contained in
this Agreement to be performed by it;
(vii) The consummation of the transactions contemplated by
this Agreement are in the ordinary course of its business; and
(viii) No litigation is pending or, to its best knowledge,
threatened against it, which could be reasonably expected to materially
and adversely affect its entering into this Agreement or performing its
obligations under this Agreement or which would have a material adverse
effect on its financial condition.
Section 2.03A. ASSIGNMENT OF INTEREST IN THE MORTGAGE LOAN PURCHASE
AGREEMENT. (a) The Seller hereby assigns to the Trustee all of its right, title
and interest in the Mortgage Loan Purchase Agreement, including but not limited
to Seller's rights and obligations pursuant to the Sub-Servicing Agreements,
provided that the Seller retains a joint and several right in the event of
breach of the representations, warranties and covenants of a Sub-Servicer under
any of the Sub-Servicing Agreements to enforce the provisions thereof and to
seek all or any available remedies; and provided further that this shall not be
deemed an agreement or requirement on the part of the Seller to pursue any such
remedies; provided, further, that the obligations of BSMCC to substitute or
repurchase a Mortgage Loan shall be the Trustee's and the Certificateholders'
sole remedy for any breach thereof. At the request of the Trustee, the Seller
shall take such actions as may be necessary to enforce the above right, title
and interest on behalf of the Trustee and the Certificateholders or shall
execute such further documents as the Trustee may reasonably require in order to
enable the Trustee to carry out such enforcement. The Trustee hereby delegates
to the Master Servicer the rights to enforce the Trustee's rights under the
Sub-Servicing Agreements, and the Master Servicer hereby accepts such
delegation.
(b) If the Seller, the Master Servicer, the Custodian or the Trustee
discovers a breach of any of the representations and warranties set forth in
Exhibit C or Section 7 of the Mortgage Loan Purchase Agreement and such breach
existed on the date the representation and warranty was made, which breach
materially and adversely affects the value of the interests of
Certificateholders or the Trustee in the related Mortgage Loan, the party
discovering the breach shall give prompt written notice of the breach to the
other parties. BSMCC within 90 days of its discovery or receipt of notice that
such breach has occurred (whichever occurs earlier), shall cure the breach in
all material respects or, subject to Section 2.04, shall purchase the Mortgage
Loan or any property acquired with respect thereto from the Trustee; PROVIDED,
HOWEVER, that if there is a breach of any representation set forth in Exhibit C
and the Mortgage Loan or the related property acquired with respect thereto has
been sold, then BSMCC shall pay, in lieu of the Repurchase Price, any excess of
the Repurchase Price over the Net Liquidation Proceeds received upon such sale.
(If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall
be paid to BSMCC to the extent not required by law to be paid to the borrower.)
Any such purchase by BSMCC shall be made by providing an amount equal to the
Repurchase Price to the Trustee for deposit in the appropriate sub-account of
the Certificate Account and the Trustee, upon deposit of the Repurchase Price in
the appropriate sub-account of the Certificate Account and of written
notification detailing the components of such Repurchase Price, shall cause the
Custodian to release to BSMCC the related Mortgage File and shall execute and
deliver all instruments of transfer or assignment furnished to it by BSMCC,
without recourse, as are necessary to vest in BSMCC title to and rights under
the Mortgage Loan or any property acquired with respect thereto. Such purchase
shall be deemed to have occurred on the date on which the Repurchase Price in
available funds is received by the Trustee. The Trustee shall amend the Mortgage
Loan Schedule to reflect such repurchase and shall promptly notify the Master
Servicer, the Custodian and the Rating Agencies of such amendment. Enforcement
of the obligation of BSMCC, to purchase (or substitute a Substitute Mortgage
Loan for) any Mortgage Loan or any property acquired with respect thereto (or
pay the Repurchase Price as set forth in the above proviso) as to which a breach
has occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Certificateholders or the Trustee on their behalf.
Section 2.04. SUBSTITUTION OF MORTGAGE LOANS. Notwithstanding anything
to the contrary in this Agreement, in lieu of purchasing a Mortgage Loan
pursuant to Sections 2.02 or 2.03A, BSMCC may, no later than the date by which
such purchase by BSMCC would otherwise be required, tender to the Custodian on
behalf of the Trustee a Substitute Mortgage Loan accompanied by an Officer's
Certificate of BSMCC that such Substitute Mortgage Loan conforms to the
requirements set forth in the definition of "Substitute Mortgage Loan";
PROVIDED, HOWEVER, that substitution pursuant to this Section 2.04 in lieu of
purchase shall not be permitted after the termination of the two-year period
beginning on the Startup Day. The Trustee shall cause the Custodian to examine
the Mortgage File for any Substitute Mortgage Loan in the manner set forth in
Section 2.02(a) and shall notify the related Master Servicer in writing, within
five Business Days after receipt, whether or not the documents relating to the
Substitute Mortgage Loan satisfy the requirements of the third sentence of
Subsection 2.02(a). Within two Business Days after such notification, BSMCC
shall provide to the Trustee for deposit in the appropriate sub-account of the
Certificate Account the amount, if any, by which the Outstanding Principal
Balance as of the next preceding Due Date of the Mortgage Loan for which
substitution is being made, after giving effect to Scheduled Principal due on
such date, exceeds the Outstanding Principal Balance as of such date of the
Substitute Mortgage Loan, after giving effect to Scheduled Principal due on such
date, which amount shall be treated for the purposes of this Agreement as if it
were the payment by BSMCC of the Repurchase Price for the purchase of a Mortgage
Loan by BSMCC. After such notification to BSMCC and, if any such excess exists,
upon receipt of such deposit, the Trustee shall accept such Substitute Mortgage
Loan, which shall thereafter be deemed to be a Group 1 Mortgage Loan, Group 2
Mortgage Loan, Group 3 Mortgage Loan or Group 4 Mortgage Loan, as applicable,
hereunder. In the event of such a substitution, accrued interest on the
Substitute Mortgage Loan for the month in which the substitution occurs and any
Principal Prepayments made thereon during such month shall be the property of
the Trust Fund and accrued interest for such month on the Mortgage Loan for
which the substitution is made and any Principal Prepayments made thereon during
such month shall be the property of BSMCC. The Scheduled Principal on a
Substitute Mortgage Loan due on the Due Date in the month of substitution shall
be the property of BSMCC and the Scheduled Principal on the Mortgage Loan for
which the substitution is made due on such Due Date shall be the property of the
Trust Fund. Upon acceptance of the Substitute Mortgage Loan, the Trustee shall
cause the Custodian to release to BSMCC the related Mortgage File related to any
Mortgage Loan released pursuant to this Section 2.04 and shall execute and
deliver all instruments of transfer or assignment, without recourse, in form as
provided to it as are necessary to vest in BSMCC title to and rights under any
Mortgage Loan released pursuant to this Section 2.04. BSMCC shall deliver the
documents related to the Substitute Mortgage Loan in accordance with the
provisions of Subsections 2.01(b) and 2.02(b), with the date of acceptance of
the Substitute Mortgage Loan deemed to be the Closing Date for purposes of the
time periods set forth in those Subsections. The representations and warranties
set forth in Exhibit C shall be deemed to have been made by BSMCC with respect
to each Substitute Mortgage Loan as of the date of acceptance of such Mortgage
Loan by the Custodian on behalf of the Trustee. The Trustee shall amend the
Mortgage Loan Schedule to reflect such substitution and shall provide a copy of
such amended Mortgage Loan Schedule to the Master Servicer, the Custodian and
the Rating Agencies.
Section 2.05. REPRESENTATIONS AND WARRANTIES OF THE Trustee. The
Trustee hereby represents and warrants to the Seller and the Master Servicer, as
of the Closing Date (and in the case of paragraphs (iv) and (v) below throughout
the term of the Agreement), that:
(i) The Trustee is a national bank duly organized, validly
existing and in good standing under the laws of the United States with
a principal place of business in Chicago, Illinois;
(ii) Subject to the right of the Trustee to appoint a
co-trustee or separate trustee under Section 9.11 hereof in order to
meet the legal requirements of a particular jurisdiction, the Trustee
has full power, authority and legal right to execute and deliver this
Agreement and to perform its obligations under this Agreement and has
taken all necessary action to authorize the execution, delivery and
performance by it of this Agreement and the Certificates;
(iii) To the best of the Trustee's knowledge, after reasonable
investigation, the execution and delivery by the Trustee of this
Agreement and the Certificates and the performance by the Trustee of
its obligations under this Agreement and the Certificates will not
violate any provision of the Trustee's Articles of Incorporation or
By-Laws or any law or regulation governing the Trustee or any order,
writ, judgment or decree of any court, arbitrator or governmental
authority or agency applicable to the Trustee or any of its assets. To
the best of the Trustee's knowledge, after reasonable investigation,
such execution, delivery and performance will not require the
authorization, consent or approval of, the giving of notice to, the
filing or registration with, or the taking of any other action with
respect to, any governmental authority or agency regulating the
fiduciary activities of a national bank. To the best of the Trustee's
knowledge, after reasonable investigation, such execution, delivery and
performance will not conflict with, or result in a breach or violation
of, any material indenture, mortgage, deed of trust, lease or other
agreement or instrument to which the Trustee is a party or by which it
or its properties is bound;
(iv) This Agreement has been duly executed and delivered by
the Trustee. This Agreement, when executed and delivered by the other
parties hereto, will constitute the valid, legal and binding obligation
of the Trustee, enforceable against the Trustee in accordance with its
terms, except as the enforcement thereof may be limited by applicable
Debtor Relief Laws and that certain equitable remedies may not be
available regardless of whether enforcement is sought in equity or at
law; and
(v) All funds received by the Trustee and required to be
deposited in the Certificate Account, the Interest Reserve Account and
the Custody Account pursuant to this Agreement will be promptly so
deposited.
Section 2.06. ISSUANCE OF CERTIFICATES. The Trustee acknowledges the
assignment to it of the Mortgage Loans and the other assets comprising the Trust
Fund and, concurrently therewith, has signed, and countersigned and delivered to
the Seller, in exchange therefor, Certificates in such authorized denominations
representing such Fractional Undivided Interests as the Seller has requested.
The Trustee agrees that it will hold the Mortgage Loans and such other assets as
may from time to time be delivered to it segregated on the books of the Trustee
in trust for the benefit of the Certificateholders.
Section 2.07. REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER.
The Seller hereby represents and warrants to the Trustee and the Master Servicer
as follows:
(i) the Seller (a) is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware
and (b) is qualified and in good standing as a foreign corporation to
do business in each jurisdiction where such qualification is necessary,
except where the failure so to qualify would not reasonably be expected
to have a material adverse effect on the Seller's business as presently
conducted or on the Purchaser's ability to enter into this Agreement
and to consummate the transactions contemplated hereby;
(ii) the Seller has full corporate power to own its property,
to carry on its business as presently conducted and to enter into and
perform its obligations under this Agreement;
(iii) the execution and delivery by the Seller of this
Agreement have been duly authorized by all necessary corporate action
on the part of the Seller; and neither the execution and delivery of
this Agreement, nor the consummation of the transactions herein
contemplated, nor compliance with the provisions hereof, will conflict
with or result in a breach of, or constitute a default under, any of
the provisions of any law, governmental rule, regulation, judgment,
decree or order binding on the Seller or its properties or the articles
of incorporation or by-laws of the Seller, except those conflicts,
breaches or defaults which would not reasonably be expected to have a
material adverse effect on the Seller's ability to enter into this
Agreement and to consummate the transactions contemplated hereby;
(iv) the execution, delivery and performance by the Seller of
this Agreement and the consummation of the transactions contemplated
hereby do not require the consent or approval of, the giving of notice
to, the registration with, or the taking of any other action in respect
of, any state, federal or other governmental authority or agency,
except those consents, approvals, notices, registrations or other
actions as have already been obtained, given or made;
(v) this Agreement has been duly executed and delivered by the
Seller and, assuming due authorization, execution and delivery by the
other parties hereto, constitutes a valid and binding obligation of the
Seller enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws
affecting the enforcement of the rights of creditors generally);
(vi) there are no actions, suits or proceedings pending or, to
the knowledge of the Seller, threatened against the Seller, before or
by any court, administrative agency, arbitrator or governmental body
(i) with respect to any of the transactions contemplated by this
Agreement or (ii) with respect to any other matter which in the
judgment of the Seller will be determined adversely to the Seller and
will if determined adversely to the Seller materially and adversely
affect the Seller's ability to enter into this Agreement or perform its
obligations under this Agreement; and the Seller is not in default with
respect to any order of any court, administrative agency, arbitrator or
governmental body so as to materially and adversely affect the
transactions contemplated by this Agreement; and
(vii) immediately prior to the transfer and assignment to the
Trustee, each Mortgage Note and each Mortgage were not subject to an
assignment or pledge, and the Seller had good and marketable title to
and was the sole owner thereof and had full right to transfer and sell
such Mortgage Loan to the Trustee free and clear of any encumbrance,
equity, lien, pledge, charge, claim or security interest.
Section 2.08. THE CUSTODIAN. Notwithstanding anything to the contrary
in this Agreement, the parties hereto acknowledge that the functions of the
Trustee with respect to the acceptance, inspection, custody and release of the
Mortgage Files pursuant to Sections 2.01, 2.02, 2.03A and 2.04 shall be
performed by the Custodian. The Custodian shall receive no separate fee for
performing such services. The Trustee shall not be liable for any acts or
omissions of the Custodian. The parties hereto hereby appoint Norwest and
Norwest hereby accepts such appointment, to serve as Custodian hereunder. The
Trustee may terminate the Custodian at any time upon or after the occurrence of
an Event of Default and either assume possession of the Mortgage Files directly
or through another Custodian.
<PAGE>
ARTICLE III
Administration and Servicing of Mortgage Loans
This Article III and certain other Sections of this Agreement
describe, in summary form, certain provisions of the Sub-Servicing Agreements
entered into among BSMCC and the various Sub-Servicers who will service the
Mortgage Loans. To the extent that any Sub-Servicing Agreement conflicts with
the summaries set forth in this Agreement, the provisions of the applicable
Sub-Servicing Agreement will govern. Except as otherwise set forth herein, this
Article III and the other Sections of this Agreement describing the
Sub-Servicing Agreements are for informational purposes only and do not
establish responsibilities and shall not be construed to impose any obligations
or duties on any Person, including, in particular, the Master Servicer or any
Sub-Servicer.
Section 3.01. MASTER SERVICER TO MASTER SERVICE. (a) The Master
Servicer shall supervise the servicing and administration of the Mortgage Loans
and any related REO Property in accordance with the terms of the related
Sub-Servicing Agreements and its normal master servicing practices, which
generally conform to the standards of an institution prudently master servicing
mortgage loans for its own account and shall have full authority to do anything
it reasonably deems appropriate or desirable in connection with the supervision
of such servicing and administration. The Master Servicer may perform its master
servicing responsibilities hereunder through other agents or independent
contractors, but shall not thereby be released from any of its responsibilities
as hereinafter set forth. The authority of the Master Servicer, in its capacity
as master servicer, shall include, without limitation, the power to consult with
and advise any Sub-Servicer regarding administration of a related Mortgage Loan.
The authority of the Master Servicer shall include, in addition, the power on
behalf of the Certificateholders, the Trustee or any of them to (i) execute and
deliver customary consents or waivers and other instruments and documents, (ii)
consent to transfers of any related Mortgaged Property and assumptions of the
related Mortgage Notes and Security Instruments (in the manner provided in this
Agreement) and (iii) collect any Insurance Proceeds and Liquidation Proceeds.
Without limiting the generality of the foregoing, the Master Servicer may, and
is hereby authorized, and empowered by the Trustee to, execute and deliver, on
behalf of itself, the Certificateholders, the Trustee, or any of them, any
instruments of satisfaction, cancellation, partial or full release, discharge
and all other comparable instruments, with respect to the related Mortgage
Loans, the Insurance Policies and the accounts related thereto, and the
Mortgaged Properties. The Master Servicer may exercise this power in its own
name or in the name of the Trustee.
(b) Notwithstanding the provisions of Subsection 3.01(a), the Master
Servicer shall not take any action which, in the Master Servicer's reasonable
business judgment, would be inconsistent with generally accepted good master
servicing procedures and practices and with the interest of the Trustee or the
Certificateholders in the related Mortgage Loans or with the rights and
interests of the Trustee or the Certificateholders under this Agreement.
(c) The Trustee shall furnish each Sub-Servicer and the Master
Servicer with any powers of attorney and other documents in form as provided to
it necessary or appropriate to enable each Sub-Servicer and the Master Servicer
to master service and administer the related Mortgage Loans and REO Property.
Section 3.02. SUB-SERVICING AGREEMENT BETWEEN THE MASTER SERVICER AND
SUB-SERVICERS.
(a) [Reserved].
(b) As part of its master servicing activities hereunder, the Master
Servicer, for the benefit of the Trustee and the Certificateholders, shall
enforce the obligations of each Sub-Servicer under the related Sub-Servicing
Agreement. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Sub-Servicing Agreements and the pursuit
of other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Master Servicer, in its good faith business
judgment, would require were it the owner of the related Mortgage Loans. The
Master Servicer shall pay the costs of such enforcement at its own expense, but
shall be reimbursed therefor (i) from a general recovery resulting from such
enforcement only to the extent, if any, that such recovery exceeds all amounts
due in respect of the related Mortgage Loans or (ii) from a specific recovery of
costs, expenses or attorneys' fees against the party against whom such
enforcement is directed.
(c) Notwithstanding anything contained herein to the contrary, the
parties hereto agree that (i) NAMC shall be the Sub-Servicer of the NAMC
Mortgage Loans pursuant to the NAMC Sub-Servicing Agreement, (ii) WMBFA shall be
the Sub-Servicer of the WMBFA Mortgage Loans pursuant to the WMBFA Sub-Servicing
Agreement, (iii) CMC shall be the Sub-Servicer of the CMC Mortgage Loans
pursuant to the CMC Sub-Servicing Agreement, and (iv) until and including July
31, 1998, HMC shall be the Sub-Servicer of the HMC Mortgage Loans pursuant to
the HMC Sub-Servicing Agreement, and thereafter EMC shall be the Sub-Servicer of
the HMC Mortgage Loans pursuant to the EMC Sub-Servicing Agreement.
Section 3.03. SUCCESSOR SUB-SERVICERS. The Master Servicer shall be
entitled to terminate any Sub-Servicing Agreement that may exist in accordance
with the terms and conditions of such Sub-Servicing Agreement and without any
limitation by virtue of this Agreement; PROVIDED, HOWEVER, that upon
termination, the Master Servicer shall either act as servicer of the related
Mortgage Loan or enter into an appropriate contract with a successor
Sub-Servicer pursuant to which such successor Sub-Servicer will be bound by all
relevant terms of the related Sub-Servicing Agreement pertaining to the
servicing of such Mortgage Loan.
Section 3.04. [Reserved]
Section 3.05. ASSUMPTION OF MASTER SERVICING BY TRUSTEE.
(a) [Reserved].
(b) In the event that the Trustee or its designee as successor master
servicer for the Trustee assumes the servicing obligations of the Master
Servicer under Section 8.02, upon the reasonable request of the Trustee or such
designee as successor master servicer, the Master Servicer shall at its own
expense deliver to the Trustee, or at its written request to such designee, all
documents and records, electronic or otherwise in the Master Servicer's
possession, relating to the related Mortgage Loans or REO Property and an
accounting of amounts collected and held by it, if any, and will otherwise
cooperate and use its reasonable best efforts to effect the orderly and
efficient transfer of the master servicing responsibilities hereunder to the
Trustee, or at its written request to such designee as successor master
servicer.
Section 3.06. COLLECTION OF MORTGAGE LOAN PAYMENTS. (a) The Master
Servicer will coordinate and monitor remittances by Sub-Servicers with respect
to the related Mortgage Loans in accordance with this Agreement and the related
Sub-Servicing Agreements.
(b) The Master Servicer shall make its reasonable best efforts to
cause each Sub-Servicer to collect all payments required under the terms and
provisions of the related Sub-Servicing Agreement and the Sub-Servicers will
follow collection procedures comparable to the collection procedures of prudent
mortgage lenders servicing mortgage loans for their own account to the extent
such procedures shall be consistent with this Agreement. Consistent with the
foregoing, a Sub-Servicer may in its discretion (i) waive or permit to be waived
any late payment charge, prepayment charge, assumption fee, or any penalty
interest in connection with the prepayment of a related Mortgage Loan and (ii)
suspend or temporarily reduce or permit to be suspended or temporarily reduced
regular monthly payments for a period of up to six months, or arrange or permit
an arrangement with a Mortgagor for a scheduled liquidation of delinquencies. In
the event a Sub-Servicer shall consent to the deferment of the due dates for
payments due on a related Mortgage Note, the related Sub-Servicer shall make an
advance to the same extent as if such installment were due, owing and delinquent
and had not been deferred through liquidation of the Mortgaged Property;
PROVIDED, HOWEVER, that the obligation of the Sub-Servicer to make a Monthly
Advance shall apply only to the extent that the Sub-Servicer believes, in good
faith, that such advances are not Nonrecoverable Advances.
(c) A Sub-Servicer may not make any advances of amounts due in the
future with respect to a Mortgage Loan and a Sub-Servicer shall not permit (i)
any modification with respect to any Mortgage Loan that would change the
Mortgage Interest Rate, reduce or increase the principal balance (except for
reductions resulting from actual payments of principal) or change the final
maturity date on such Mortgage Loan or (ii) any modification, waiver or
amendment of any term of any related Mortgage Loan that would both (A) effect an
exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) and
(B) cause any Series REMIC to fail to qualify as a REMIC under the Code or the
imposition of any tax on "prohibited transactions" or "contributions after the
startup date" under the REMIC Provisions.
(d) Promptly after a Sub-Servicer has determined that all amounts
which it expects to recover from or on account of a Mortgage Loan have been
recovered and that no further Liquidation Proceeds will be received in
connection therewith, such Sub-Servicer shall provide to the Master Servicer and
Trustee a certificate of a Servicing Officer that such Mortgage Loan became a
Liquidated Mortgage Loan as of the date of such determination.
Section 3.07. COLLECTION OF TAXES, ASSESSMENTS AND SIMILAR ITEMS;
SERVICING ACCOUNTS. (a) The Sub-Servicers will establish and maintain, in
addition to the Protected Accounts, one or more Servicing Accounts. The
Sub-Servicers will deposit and retain therein all otherwise unapplied
collections from the Mortgagors, including amounts collected for the payment of
taxes, assessments, insurance premiums, or comparable items as agent of the
Mortgagors.
(b) The deposits in the Servicing Accounts shall be held in a
Designated Depository Institution in an account designated as a "Mortgage Loan
Servicing Account," held in trust by the Sub-Servicer as Trustee of Taxes and
Insurance Custodial Account for borrowers and for the Sub-Servicer (and its
successors and assigns) acting on its own behalf and for the Sub-Servicer, as
agent for holders of various pass-through securities and other interests in
mortgage loans sold by it; and agent for various mortgagors, as their interests
may appear or under such other designation as may be permitted by a
Sub-Servicing Agreement. The amount at any time credited to a Servicing Account
must be fully insured by the FDIC, or, to the extent that such deposits exceed
the limits of such insurance, such excess must be (i) transferred to another
fully insured account in another Designated Depository Institution or (ii) if
permitted by applicable law, invested in Permitted Investments held in trust by
the Sub-Servicer as described above and maturing, or be subject to redemption or
withdrawal, no later than the date on which such funds are required to be
withdrawn, and in no event later than 45 days after the date of investment. The
Sub-Servicers may establish Servicing Accounts not conforming to the foregoing
requirements to the extent that such Servicing Accounts are Rating Agency
Eligible Accounts. Withdrawals of amounts from the Servicing Accounts may be
made only to effect timely payment of taxes, assessments, insurance premiums, or
comparable items, to transfer previously unapplied collections to a Protected
Account, to reimburse the Master Servicer or a Sub-Servicer for any advances
made with respect to such items, to refund to any Mortgagors any sums as may be
determined to be overages, to pay interest, if required, to Mortgagors on
balances in the Servicing Accounts or to clear and terminate the Servicing
Accounts at or any time after the termination of this Agreement in accordance
with Section 10.01.
Section 3.08. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION
REGARDING THE MORTGAGE LOANS. Each Sub-Servicer shall provide to the Trustee,
the Master Servicer and the Seller access to the records and documentation
regarding the related Mortgage Loans and REO Property and the servicing thereof
and to the Certificateholders, the FDIC, and the supervisory agents and
examiners of the FDIC (to which the Trustee shall also provide) access to the
documentation regarding the related Mortgage Loans required by applicable
regulations, such access being afforded without charge but only upon reasonable
prior written request and during normal business hours at the offices of the
Sub-Servicers, the Custodian or the Trustee that are designated by these
entities; PROVIDED, HOWEVER, that, unless otherwise required by law, the
Trustee, the Custodian or the Sub-Servicer shall not be required to provide
access to such records and documentation if the provision thereof would violate
the legal right to privacy of any Mortgagor PROVIDED, FURTHER, HOWEVER, that the
Trustee and the Seller shall coordinate their requests for such access so as not
to impose an unreasonable burden on, or cause an interruption of, the business
of any Sub-Servicer. The Sub-Servicers, the Custodian and the Trustee shall
allow representatives of the above entities to photocopy any of the records and
documentation and shall provide equipment for that purpose at a charge that
covers their own actual out-of-pocket costs.
Section 3.09. MAINTENANCE OF PRIMARY MORTGAGE INSURANCE POLICIES;
COLLECTION THEREUNDER. Each Sub-Servicer shall exercise its best reasonable
efforts to maintain and keep in full force and effect each Primary Mortgage
Insurance Policy by a Qualified Insurer, or other insurer satisfactory to the
Rating Agencies, with respect to each related conventional Mortgage Loan as to
which as of the Cut-off Date such a Primary Mortgage Insurance Policy was in
effect (or, in the case of a Substitute Mortgage Loan, the date of substitution)
and the original principal amount of the related Mortgage Note exceeded 80% of
the Original Value in an amount at least equal to the excess of such original
principal amount over 75% of such Original Value until the principal amount of
any such Mortgage Loan is reduced below 80% of the Original Value or, based upon
a new appraisal, the principal amount of such Mortgage Loan represents less than
80% of the new appraised value. The related Sub-Servicer shall effect the timely
payment of the premium on each Primary Mortgage Insurance Policy. The related
Sub-Servicer shall have the power to substitute for any Primary Mortgage
Insurance Policy another substantially equivalent policy issued by another
Qualified Insurer; PROVIDED THAT such substitution is subject to the condition,
to be evidenced by a writing from each Rating Agency, that it would not cause
the ratings on the Certificates to be downgraded or withdrawn.
Section 3.10. MAINTENANCE OF HAZARD INSURANCE AND FIDELITY COVERAGE.
(a) Each Sub-Servicer shall maintain and keep, with respect to each related
Mortgage Loan and each REO Property, in full force and effect hazard insurance
(fire insurance with extended coverage) equal to at least the lesser of the
Outstanding Principal Balance of the Mortgage Loan or the current replacement
cost of the Mortgaged Property, and containing a standard mortgagee clause;
PROVIDED, HOWEVER, that the amount of hazard insurance may not be less than the
amount necessary to prevent loss due to the application of any co-insurance
provision of the related policy. Unless applicable state law requires a higher
deductible, the deductible on such hazard insurance policy may be $1000 or 1% of
the applicable amount of coverage, whichever is less. In the case of a
condominium unit or a unit in a planned unit development, the required hazard
insurance shall take the form of a multiperil policy covering the entire
condominium project or planned unit development, in an amount equal to at least
100% of the insurable value based on replacement cost.
(b) Any amounts collected by a Sub-Servicer under any such hazard
insurance policy (other than amounts to be applied to the restoration or repair
of the Mortgaged Property or amounts released to the Mortgagor in accordance
with the Sub-Servicer's normal servicing procedures, the terms of the Mortgage
Note, the Security Instrument or applicable law) shall be deposited initially in
a Protected Account, for transmittal to the appropriate sub-account of the
Certificate Account or Custody Account, subject to withdrawal pursuant to
Section 4.03.
(c) Any cost incurred by a Sub-Servicer in maintaining any such hazard
insurance policy shall not be added to the amount owing under the related
Mortgage Loan for the purpose of calculating monthly distributions to
Certificateholders, notwithstanding that the terms of such Mortgage Loan so
permit. Such costs shall be recoverable by the Sub-Servicer out of related late
payments by the Mortgagor or out of Insurance Proceeds or Liquidation Proceeds
or by the Sub-Servicer from the Repurchase Price, to the extent permitted by
Section 4.03.
(d) No earthquake or other additional insurance is to be required of
any Mortgagor or maintained on property acquired with respect to a Security
Instrument other than pursuant to such applicable laws and regulations as shall
at any time be in force and shall require such additional insurance. Each year,
in accordance with standards and procedures required by Freddie Mac, the Master
Servicer shall perform, or cause a Sub-Servicer to perform, a review of the
related Mortgage Loans to determine which, if any, of the Mortgaged Properties
are located in a federally designated special flood hazard area and for each
Mortgaged Property found to be located in a federally designated special flood
hazard area, a Sub-Servicer shall use its best reasonable efforts to cause with
respect to the related Mortgage Loans and each REO Property, flood insurance (to
the extent available and in accordance with mortgage servicing industry
practice) to be maintained. Such flood insurance shall cover the related
Mortgaged Property, including all items taken into account in arriving at the
Appraised Value on which the Mortgage Loan was based, and shall be in an amount
equal to the lesser of (i) the Outstanding Principal Balance of the related
Mortgage Loan and (ii) the minimum amount required under the terms of coverage
to compensate for any damage or loss on a replacement cost basis, but not more
than the maximum amount of such insurance available for the related Mortgaged
Property under either the regular or emergency programs of the National Flood
Insurance Program (assuming that the area in which such Mortgaged Property is
located is participating in such program). Unless applicable state law requires
a higher deductible, the deductible on such flood insurance may not exceed
$1,000 or 1% of the applicable amount of coverage, whichever is less.
(e) If insurance has not been maintained complying with Subsections
3.10(a) and (d) and there shall have been a loss which would have been covered
by such insurance had it been maintained, the related Sub-Servicer shall pay for
any necessary repairs.
(f) The related Sub-Servicer shall present, if it is a permitted
claimant, claims under the related hazard insurance or flood insurance policy.
(g) Each Sub-Servicer shall obtain and maintain an errors and
omissions insurance policy covering such Sub-Servicer's officers, employees and
other persons acting on its behalf in connection with its activities under this
Agreement and the related Sub-Servicing Agreement. The amount of coverage shall
be at least equal to the coverage acceptable to Fannie Mae or Freddie Mac to
service loans for it or otherwise in an amount as is commercially available at a
cost that is generally not regarded as excessive by industry standards. The
Master Servicer shall maintain at its own expense and for the duration of this
Agreement a fidelity bond in such amount as is customary for master servicers or
trustees of mortgage loans. The Master Servicer shall promptly notify the
Trustee of any material change in the terms of its bond or policy. If any such
bond of the Master Servicer ceases to be in effect, the Master Servicer shall,
to the extent possible, give the Trustee ten days' notice prior to any such
cessation and shall use its best efforts to obtain a comparable replacement bond
or policy, as the case may be. Any amounts relating to the Mortgage Loans
collected under such bond or policy shall be remitted to the appropriate
sub-account of the Certificate Account to the extent that such amounts have not
previously been paid to such account.
Section 3.11. DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS. (a) In any
case in which a Sub-Servicer is notified that a Mortgaged Property relating to a
Mortgage Loan has been or is about to be conveyed by the Mortgagor, such
Sub-Servicer shall enforce any due-on-sale clause contained in the related
Security Instrument to the extent permitted under the terms of the related
Mortgage Note and by applicable law unless such Sub-Servicer reasonably believes
such enforcement is likely to result in legal action by the Mortgagor. If such
Sub-Servicer reasonably believes that such due-on-sale clause cannot be enforced
under applicable law or if the related Mortgage Loan does not contain a
due-on-sale clause, such Sub-Servicer may consent to a conveyance subject to the
lien of the Mortgage, and to take or enter into an assumption agreement from or
with the Person to whom such property has been or is about to be conveyed,
pursuant to which such Person becomes liable under the related Mortgage Note and
unless prohibited by applicable state law, such Mortgagor remains liable
thereon, on condition, however, that the related Mortgage Loan shall continue to
be covered (if so covered before the related Sub-Servicer enters into such
agreement) by any Primary Mortgage Insurance Policy. The Sub-Servicer shall
notify the Trustee, whenever possible, before the completion of such assumption
agreement, and shall forward to the Custodian on behalf of the Trustee the
original copy of such assumption agreement, which copy shall be added by the
Custodian to the related Mortgage File and which shall, for all purposes, be
considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof. In connection with any
such assumption agreement, the interest rate on the related Mortgage Loan shall
not be changed and no other material alterations in the Mortgage Loan shall be
made. Any fee or additional interest collected by the Sub-Servicer for
consenting to any such conveyance or entering into any such assumption agreement
may be retained by the related Sub-Servicer as additional servicing
compensation.
(b) Notwithstanding the foregoing paragraph or any other provision of
this Agreement, a Sub-Servicer shall not be deemed to be in default, breach or
any other violation of its obligations under its Sub-Servicing Agreement by
reason of any assumption of a related Mortgage Loan by operation of law or any
conveyance by the Mortgagor of the related Mortgaged Property or assumption of a
Mortgage Loan which the Sub-Servicer reasonably believes, based on prudent
servicing standards, it may be restricted by law from preventing, for any reason
whatsoever or if the exercise of such right would impair or threaten to impair
any recovery under any applicable Insurance Policy, or, in the Sub-Servicer's
judgment, be reasonably, likely to result in legal action by the Mortgagor or
would otherwise adversely affect the Certificateholders.
Section 3.12. REALIZATION UPON DEFAULTED MORTGAGE LOANS. (a) Each
Sub-Servicer shall foreclose upon or otherwise comparably convert the ownership
of properties securing any related Mortgage Loans that come into and continue in
default and as to which no satisfactory arrangements can be made for collection
of delinquent payments pursuant to Section 3.06 except that a Sub-Servicer shall
not foreclose upon or otherwise comparably convert a Mortgaged Property if there
is evidence of environmental hazards or toxic waste thereon and such
Sub-Servicer determines it would be imprudent to do so or not in accordance with
appropriate servicing standards. A Sub-Servicer can conclusively rely on results
of third party inspections from parties it reasonably believes are qualified to
conduct such inspections. In connection with such foreclosure or other
conversion, the related Sub-Servicer shall use its best reasonable efforts to
preserve REO Property and to realize upon related defaulted Mortgage Loans in
such manner as to maximize the receipt of principal and interest by the
Certificateholders, taking into account, among other things, the timing of
foreclosure and the considerations set forth in Subsection 3.12(b). The
foregoing is subject to the proviso that a Sub-Servicer shall not be required to
expend its own funds in connection with any foreclosure or towards the
restoration of any property unless it determines in good faith (i) that such
restoration or foreclosure will increase the proceeds of liquidation of the
related Mortgage Loan to Certificateholders after reimbursement to itself for
such expenses and (ii) that such expenses will be recoverable to it either
through Liquidation Proceeds (respecting which it shall have priority for
purposes of reimbursements from the Certificate Account pursuant to Section
4.03) or through Insurance Proceeds (respecting which it shall have similar
priority). A Sub-Servicer shall be responsible for all other costs and expenses
incurred by it in any such proceedings; PROVIDED, HOWEVER, that it shall be
entitled to reimbursement thereof (as well as its normal servicing
compensation), and to receive Excess Liquidation Proceeds as additional
servicing compensation to the extent that transfers or withdrawals from the
Certificate Account with respect thereto are permitted under Section 4.03. Any
income from or other funds (net of any income taxes) generated by REO Property
shall be deemed for purposes of this Agreement to be Insurance Proceeds.
(b) The Trust Fund shall not acquire any real property (or any
personal property incident to such real property) except in connection with a
default or imminent default of a Mortgage Loan. In the event that the Trust Fund
acquires any real property (or personal property incident to such real property)
in connection with a default or imminent default of a Mortgage Loan, such
property shall be disposed of by the Trust Fund before the close of the third
taxable year following the taxable year in which the Trust Fund acquired such
property (the "grace period") unless the Trustee shall have received a REMIC
Opinion with respect to such longer retention or the Master Servicer applies for
and receives an extension of the grace period under Section 856(e)(3) of the
Code, in which case such grace period described above will be extended by the
period set forth in such REMIC Opinion or approved application, as the case may
be. The Trustee and the Master Servicer shall have no obligation to pay for such
REMIC Opinion.
Section 3.13. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES. (a)
Upon payment in full of any Mortgage Loan or the receipt by the related
Sub-Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the related Sub-Servicer will immediately notify
the Custodian by a certification signed by a Servicing Officer in the Form of
Exhibit D (which certification shall include a statement to the effect that all
amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate Account have been or will be so
deposited in the appropriate sub-account thereof) and shall request delivery to
the Master Servicer or a Sub-Servicer, as the case may be, of the Mortgage File.
Upon receipt of such certification and request, the Custodian shall release
within five Business Days the related Mortgage File to the Master Servicer or a
Sub-Servicer and execute and deliver to the Master Servicer or related
Sub-Servicer, without recourse, the request for reconveyance, deed of
reconveyance or release or satisfaction of mortgage or such instrument releasing
the lien of the Security Instrument (furnished by the related Sub-Servicer),
together with the Mortgage Note with written evidence of cancellation thereon.
No expenses incurred in connection with any instrument of satisfaction or deed
of reconveyance shall be chargeable to the Certificate Account. If upon receipt
of a properly executed request for release the Custodian fails to release the
Mortgage File to the Sub-Servicer within the time frame required under this
Agreement, the Custodian shall indemnify such Sub-Servicer for any penalties,
charges, costs or damages payable as a result of such failure.
(b) From time to time as is appropriate for the servicing or
foreclosure of any Mortgage Loan or collection under a Required Insurance
Policy, the Master Servicer or a Sub-Servicer shall deliver to the Trustee and
the Custodian a Request for Release signed by a Servicing Officer on behalf of
the Master Servicer or related Sub-Servicer in substantially the form attached
as Exhibit D hereto. Upon receipt of the Request for Release, the Custodian
shall deliver the Mortgage File to the Master Servicer or Sub-Servicer, as the
case may be.
(c) Each Sub-Servicer shall cause each Mortgage File released pursuant
to Subsection 3.13(b) to be returned to the Custodian when the need therefor no
longer exists, and in any event within 21 days of the such Sub-Servicer's
receipt thereof, unless the related Mortgage Loan has become a Liquidated
Mortgage Loan and the Liquidation Proceeds relating to the Mortgage Loan have
been deposited in the appropriate sub-account of the Certificate Account or such
Mortgage File is being used to pursue foreclosure or other legal proceedings.
Prior to return of a Mortgage File to the Custodian, the related Insurer or
Sub-Servicer to whom such file was delivered shall retain such file in its
respective control unless the Mortgage File has been delivered to an attorney,
or to a public trustee or other public official as required by law, to initiate
or pursue legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Sub-Servicer has delivered
to the Trustee and the Custodian a certificate of a Servicing Officer certifying
as to the name and address of the Person to which such Mortgage File was
delivered and the purpose or purposes of such delivery. If a related Mortgage
Loan becomes a Liquidated Mortgage Loan, the Sub-Servicer shall deliver the
Request for Release with respect thereto to the Trustee and the Custodian upon
deposit of the related Liquidation Proceeds in the appropriate sub-account of
the Certificate Account.
(d) The Trustee shall execute and deliver to the Master Servicer and
the related Sub-Servicer any court pleadings, requests for trustee's sale or
other documents necessary or desirable to (i) the foreclosure or trustee's sale
with respect to a Mortgaged Property; (ii) any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Security Instrument;
(iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any
other rights or remedies provided by the Mortgage Note or Security Instrument or
otherwise available at law or equity. Together with such documents or pleadings
the Master Servicer or the related Sub-Servicer shall deliver to the Trustee a
certificate of a Servicing Officer in which it requests the Trustee to execute
the pleadings or documents. The certificate shall certify and explain the
reasons for which the pleadings or documents are required. It shall further
certify that the Trustee's execution and delivery of the pleadings or documents
will not invalidate any insurance coverage under the Required Insurance Policies
or invalidate or otherwise affect the lien of the Security Instrument, except
for the termination of such a lien upon completion of the foreclosure or
trustee's sale.
Section 3.14. MASTER SERVICING AND SUB-SERVICING COMPENSATION. (a) As
compensation for its activities hereunder, the Master Servicer shall be entitled
to receive the Master Servicing Fee from investment earnings on amounts in the
Master Servicer Collection Account pursuant to Section 4.01(d) and the
Certificate Account pursuant to Sections 4.02(c) and 4.03(b). Each Sub-Servicer
shall be entitled to receive the Sub-Servicing Fee from full payments of accrued
interest on each Mortgage Loan for which it is acting as Sub-Servicer, subject
to each Sub-Servicer's obligation to pay Compensating Interest Payments pursuant
to Section 6.09.
(b) The Master Servicer or a Sub-Servicer may retain additional
servicing compensation in the form of prepayment charges, if any, assumption
fees, tax service fees, fees for statement of account or payoff, late payment
charges, interest on amounts deposited in any Accounts or Permitted Investments
of such amounts, or otherwise. The related Sub-Servicer is also entitled to
receive Excess Liquidation Proceeds as additional servicing compensation. The
Master Servicer shall be required to pay all expenses it incurs in connection
with its activities under this Agreement, and shall not be entitled to
reimbursement except as provided in this Agreement. Expenses to be paid by the
Master Servicer under this Subsection 3.14(b) shall include payment of the
expenses of the accountants retained pursuant to Section 3.16.
Section 3.15. ANNUAL STATEMENT OF COMPLIANCE. Within 120 days after
December 31st of each year, commencing December 1998, the Master Servicer at its
own expense (other than with respect to clause (iii) below), shall deliver to
the Trustee, with a copy to the Rating Agencies, an Officer's Certificate
stating, as to the signer thereof, that (i) a review of the activities of the
Master Servicer during the preceding fiscal year or applicable portion thereof
and of performance under this Agreement has been made under such officer's
supervision, (ii) to the best of such officer's knowledge, based on such review,
the Master Servicer has fulfilled all its obligations under this Agreement for
such year, or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officer and the nature
and status thereof including the steps being taken by the Master Servicer to
remedy such default; (iii) a review of the reports required to be furnished by
each Sub-Servicer pursuant to the applicable Sub-Servicing Agreement during the
Sub-Servicer's most recently ended fiscal year on or prior to such December 31st
has been made under such Officer's supervision; and (iv) to the best of the
Servicing Officer's knowledge, based on his review of such reports (unless the
Servicing Officer has reason to believe that reliance on such reports is not
justified), either nothing has come to the attention of such Officer that would
cause such Officer to believe that a Sub-Servicer has failed to perform and
fulfill its duties, responsibilities and obligations under its Sub-Servicing
Agreement in all material respects throughout the year, or, if there has been a
default in performance or fulfillment of any such duties, responsibilities or
obligations, specifying the nature and status of each such default known to the
Servicing Officer. Copies of such statements shall be provided by the Master
Servicer to the Certificateholders upon request or by the Trustee at the expense
of the Master Servicer should the Master Servicer fail to provide such copies.
Section 3.16. ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.
(a) Within 120 days after December 31st of each year, commencing December 1998,
the Master Servicer, at its expense, shall furnish to the Trustee and the Seller
a copy of the Master Servicer's audited financial statements for the year most
recently ended.
(b) Promptly after its receipt from a Sub-Servicer, the Master
Servicer, at its expense, shall furnish to the Trustee a copy of the most
recently available letter or letters from one or more firms of Independent
certified public accountants who are members of the American Institute of
Certified Public Accountants reporting the results of such firm's examination of
the servicing procedures of any such Sub-Servicer in accordance with the
requirements of the Uniform Single Attestation Program for Mortgage Bankers, or
such other program as may be set forth in any such letter.
Section 3.17. REMIC-RELATED COVENANTS. For as long as the Series
REMICs shall exist, the Master Servicer and the Trustee shall act in accordance
herewith to assure continuing treatment of each such Series REMIC as a REMIC,
and the Trustee shall comply with any directions of the Master Servicer to
assure such continuing treatment. In particular, the Trustee shall not (a) sell
or permit the sale of all or any portion of the Mortgage Loans or of any
Permitted Investment unless such sale is as a result of a repurchase of the
Mortgage Loans pursuant to this Agreement or the Trustee has received a REMIC
Opinion prepared at the expense of the Trust Fund; and (b) other than with
respect to a substitution pursuant to Section 2.04, accept any contribution to
any Series REMIC after the Startup Day without receipt of a REMIC Opinion.
Section 3.18. ADDITIONAL INFORMATION. The Master Servicer agrees to
furnish the Seller, at no expense to the Master Servicer, from time to time upon
reasonable request, such further information, reports and financial statements
as the Seller deems appropriate to prepare and file all necessary reports with
the Securities and Exchange Commission.
<PAGE>
ARTICLE IV
Accounts
Section 4.01. PROTECTED ACCOUNTS AND MASTER SERVICER COLLECTION
ACCOUNT. (a) Each SubBServicer shall establish and maintain a Protected Account
complying with the requirements set forth in this Section 4.01, with records to
be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into
which accounts shall be deposited within 2 Business Days of receipt all
collections of principal and interest on any Mortgage Loan and with respect to
any REO Property received by the Master Servicer, or a Sub-Servicer, including
Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, and advances
made from the Sub-Servicer's own funds (less servicing compensation as permitted
by Subsection 3.14(a)) and all other amounts to be deposited in the Protected
Accounts. The Master Servicer is hereby authorized to make withdrawals from and
deposits to the related Protected Accounts for purposes required or permitted by
this Agreement. All Protected Accounts shall be held in a Designated Depository
Institution and segregated on the books of such institution. The amount at any
time credited to a Protected Account shall be fully insured by the FDIC or, to
the extent that such balance exceeds the lesser of $100,000 or the limits of
such insurance, such excess must be transferred to the appropriate sub-account
of the Certificate Account or the related Custody Account or invested in
Permitted Investments or may be deposited in a Rating Agency Eligible Account in
the name of the Trustee for the benefit of Certificateholders and, except as
provided in the next sentence, not commingled with any other funds. The Master
Servicer may permit a Sub-Servicer to transfer funds to other accounts (which
shall for purposes hereof be deemed to be Protected Accounts), commingle
accounts or to establish Protected Accounts not conforming to the foregoing
requirements, to the extent that such other accounts or Protected Accounts meet
the requirements of each of the Rating Agencies for the maintenance of the
ratings on the Certificates.
Amounts on deposit in a Protected Account may be invested in Permitted
Investments in the name of the Trustee for the benefit of Certificateholders
and, except as provided in the preceding paragraph, not commingled with any
other funds, such Permitted Investments to mature, or to be subject to
redemption or withdrawal, no later than the date on which such funds are
required to be withdrawn for deposit in the Custody Account or Master Servicer
Collection Account, and shall be held until required for such deposit. The
income earned from Permitted Investments made pursuant to this Section 4.01
shall be paid to the related Sub-Servicer as additional compensation for its
obligations under this Agreement, and the risk of loss of moneys required to be
distributed to the Certificateholders resulting from such investments shall be
borne by and be the risk of the related Sub-Servicer. The related Sub-Servicer
shall deposit the amount of any such loss in the related Protected Account
within two Business Days of receipt of notification of such loss but not later
than the second Business Day prior to the Sub-Servicer Remittance Date.
(b) On or before the applicable monthly Sub-Servicer Remittance Date,
each Sub-Servicer shall withdraw from the Protected Accounts or the Custody
Account and shall immediately remit to the Master Servicer Collection Account,
except for EMC which will remit directly to the Certificate Account, amounts
representing the following collections and payments (other than with respect to
principal of or interest on the Mortgage Loans due on or before the Cut-off
Date):
(i) Scheduled Payments on the related Mortgage Loans received
or any related portion thereof advanced by the related Sub-Servicer
which were due on or before the related Due Date, net of the amount
thereof comprising the applicable Sub-Servicing Fee due the related
Sub-Servicer;
(ii) Full Principal Prepayments and any Liquidation Proceeds
received by the related Sub-Servicer with respect to such Mortgage
Loans in the related Prepayment Period, with interest to the date of
prepayment or liquidation, net of the amount thereof comprising the
applicable Sub-Servicing Fee due the related Sub-Servicer, to the
extent such amounts exceed the related Compensating Interest Payments;
(iii) Partial prepayments of principal received by the
related Sub-Servicer for such Mortgage Loans in the related Prepayment
Period; and
(iv) Any amount to be used as a Certificate Account
Advance.
(c) Withdrawals may be made from a Protected Account only to make
remittances as provided in Subsections 4.01(b) or 4.03(c), or Section 4.04; to
reimburse the Master Servicer or a Sub-Servicer for advances of principal and
interest which have been recovered by subsequent collection from the related
Mortgagor; to remove amounts deposited in error; to remove fees, charges or
other such amounts deposited on a temporary basis; or to clear and terminate the
account at the termination of this Agreement in accordance with Section 10.01.
As provided in Section 4.02(b) certain amounts otherwise due to the Master
Servicer or a Sub-Servicer may be retained by it and need not be deposited in
the Master Servicer Collection Account.
(d) The Master Servicer shall establish and maintain a Master Servicer
Collection Account in the name of the Trustee for the benefit of the
Certificateholders (and for the benefit of the Master Servicer to the extent of
any investment earnings therein). The Master Servicer shall deposit to the
Master Servicer Collection Account, within one Business Day of receipt, all
amounts received from the Sub-Servicers. The Master Servicer is hereby
authorized to make withdrawals from and deposits to the Master Servicer
Collection Account for purposes required or permitted by this Agreement. The
Master Servicer Collection Account shall be held in a Designated Depository
Institution, and amounts on deposit therein shall be invested in Permitted
Investments selected by the Master Servicer.
All investment earnings on amounts on deposit in the Master Servicer
Collection Account shall be paid to the Master Servicer as additional
compensation for its obligations under this Agreement, and the risk of loss of
moneys required to be distributed to the Certificateholders resulting from such
investments shall be borne by and be the risk of the Master Servicer. The Master
Servicer shall, deposit the amount of any such loss in the Master Servicer
Collection Account within two Business Days of receipt of notification of such
loss but not later than the Business Day prior to the Distribution Date on which
the moneys so invested are required to be distributed to the Certificateholders.
As its compensation (the "Master Servicer Compensation"), the Master
Servicer shall be entitled to receive all investment earnings on amounts in the
Master Servicer Collection Account and the Certificate Account. On the Business
Day prior to each Distribution Date, the Master Servicer shall withdraw from the
Master Servicer Collection Account and remit to the Trustee all amounts in the
Master Servicing Collection Account, net of the portion of the Master Servicer
Compensation allocable to the Master Servicer Collection Account.
Section 4.02. CERTIFICATE ACCOUNT. (a) The Trustee shall establish and
maintain in the name of the Trustee, for the benefit of the Certificateholders,
the Certificate Account as a segregated non-interest bearing trust account or
accounts. The Certificate Account shall have four separate sub-accounts, one
each for all funds with respect to each Mortgage Loan Group. The Trustee will
deposit in the appropriate sub-account of the Certificate Account, as identified
by the Master Servicer, as received the following amounts:
(i) Any amounts withdrawn from the Master Servicer Collection
Account pursuant to Section 4.01(d) or the Custody Account pursuant to
Section 4.04;
(ii) Any Monthly Advance and any Compensating
Interest Payments;
(iii) Any Insurance Proceeds or Liquidation Proceeds received
by or on behalf of the Master Servicer which were not deposited in a
Protected Account or the Custody Account;
(iv) The Repurchase Price with respect to any Mortgage Loans
purchased by BSMCC pursuant to Sections 2.02 or 2.03, any amounts which
are to be treated pursuant to Section 2.04 as the payment of such a
Repurchase Price and all proceeds of any Mortgage Loans or property
acquired with respect thereto repurchased by the Seller or its designee
pursuant to Section 10.01;
(v) Any amounts required to be deposited with respect
to losses on Permitted Investments pursuant to Section 4.04(d) below;
and
(vi) Any other amounts received by or on behalf of the Master
Servicer, a Sub-Servicer or the Trustee and required to be deposited in
such sub-account of the Certificate Account pursuant to this Agreement.
(b) All amounts deposited to the Certificate Account shall be
deposited by 12:00 P.M. New York time in immediately available funds on the
Business Day prior to each Distribution Day and shall be held by the Trustee in
the name of the Trustee in trust for the benefit of the Certificateholders in
accordance with the terms and provisions of this Agreement, subject to the right
of the Master Servicer to require the Trustee to make withdrawals therefrom as
provided herein. The foregoing requirements for crediting the Certificate
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of (i)
prepayment or late payment charges or assumption, tax service, statement account
or payoff, substitution, satisfaction, release and other like fees and charges
and (ii) the items enumerated in Subsections 4.03(a)(ii), (iii), (iv), (v),
(vii), (viii), (x) and (xii) need not be credited by the related Sub-Servicer to
the Master Servicer Collection Account and may be retained by the related
Sub-Servicer as servicing compensation. In the event that the Master Servicer
shall deposit or cause to be deposited to the Certificate Account any amount not
required to be credited thereto, or shall deposit or cause to be deposited to a
sub-account of the Certificate Account any amount which should appropriately be
credited to another sub-account of the Certificate Account, the Trustee, upon
receipt of a written request therefor signed by a Servicing Officer of the
Master Servicer, shall promptly transfer such amount to the Master Servicer or
to the appropriate other sub-account of the Certificate Account, as applicable,
any provision herein to the contrary notwithstanding.
(c) The Certificate Account shall constitute a trust account of the
Trust Fund segregated on the books of the Trustee and held by the Trustee in
trust in its Corporate Trust Office , and the Certificate Account and the funds
deposited therein shall not be subject to, and shall be protected from, all
claims, liens, and encumbrances of any creditors or depositors of the Trustee or
the Master Servicer (whether made directly, or indirectly through a liquidator
or receiver of the Trustee or the Master Servicer). The amount at any time
credited to the Certificate Account shall be (i) fully insured by the FDIC to
the maximum coverage provided thereby or, (ii) provided such amounts are
received pursuant to Section 4.02(b), invested, at the written direction of the
Master Servicer, in Permitted Investments. In the absence of written direction
by the Master Servicer, all funds in the Certificate Account shall remain
uninvested. All Permitted Investments shall mature or be subject to redemption
or withdrawal on or before, and shall be held until, the next succeeding
Distribution Date if the obligor for such Permitted Investment is the Trustee
or, if such obligor is any other Person, the Business Day preceding such
Distribution Date. The Master Servicer shall be entitled to all investment
earnings on amounts in the Certificate Account. With respect to the Certificate
Account and the funds deposited therein, the Trustee shall take such action as
may be necessary to ensure that the Certificateholders shall be entitled to the
priorities afforded to such a trust account (in addition to a claim against the
estate of the Trustee) as provided by 12 U.S.C. ' 92a(e), if applicable, or any
applicable comparable state statute applicable to state chartered banking
corporations.
Section 4.03. PERMITTED WITHDRAWALS AND TRANSFERS FROM THE CERTIFICATE
ACCOUNT. (a) The Trustee will, from time to time on demand of the Master
Servicer, make or cause to be made such withdrawals or transfers from the
appropriate sub-account of the Certificate Account as the Master Servicer or
related Sub-Servicer has designated for such transfer or withdrawal as specified
in a certificate signed by a Servicing Officer (upon which the Trustee may
conclusively rely) for the following purposes (limited in the case of amounts
due the related Sub-Servicer to those not withdrawn from the Protected Account
in accordance with the terms of this Agreement):
(i) [Reserved];
(ii) to reimburse the Master Servicer or any Sub-Servicer for
any Monthly Advance of its own funds or any advance of such
Sub-Servicer's own funds, the right of the Master Servicer or a
Sub-Servicer to reimbursement pursuant to this subclause (ii) being
limited to amounts received on a particular related Mortgage Loan
(including, for this purpose, the Repurchase Price therefor, Insurance
Proceeds and Liquidation Proceeds) which represent late payments or
recoveries of the principal of or interest on such Mortgage Loan
respecting which such Monthly Advance or advance was made;
(iii) to reimburse the Master Servicer or any Sub-Servicer
from Insurance Proceeds or Liquidation Proceeds relating to a
particular related Mortgage Loan for amounts expended by the Master
Servicer or such Sub-Servicer pursuant to Section 3.12 in good faith in
connection with the restoration of the related Mortgaged Property which
was damaged by an Uninsured Cause or in connection with the liquidation
of such Mortgage Loan;
(iv) to reimburse the Master Servicer or any Sub-Servicer from
Insurance Proceeds relating to a particular related Mortgage Loan for
Insured Expenses incurred with respect to such Mortgage Loan and to
reimburse the Master Servicer or such Sub-Servicer from Liquidation
Proceeds from a particular related Mortgage Loan for Liquidation
Expenses incurred with respect to such Mortgage Loan; PROVIDED THAT the
related Sub-Servicer shall not be entitled to reimbursement for
Liquidation Expenses with respect to a Mortgage Loan to the extent that
(i) any amounts with respect to such Mortgage Loan were paid as Excess
Liquidation Proceeds pursuant to clause (xii) of this Subsection
4.03(a) to the related Sub-Servicer; and (ii) such Liquidation Expenses
were not included in the computation of such Excess Liquidation
Proceeds;
(v) to pay any Sub-Servicer, from Liquidation Proceeds or
Insurance Proceeds received in connection with the liquidation of any
Mortgage Loan, the amount which such Sub-Servicer would have been
entitled to receive under its Sub-Servicing Agreement or subclause (x)
of this Subsection 4.03(a) as servicing compensation on account of each
defaulted scheduled payment on such Mortgage Loan if paid in a timely
manner by the related Mortgagor, but only to the extent that the
aggregate of Liquidation Proceeds and Insurance Proceeds with respect
to such Mortgage Loan, after any reimbursement to any Sub-Servicer,
pursuant to subclauses (ii), (iii), (iv) and (vii) of this Subsection
4.03(a), exceeds the Outstanding Principal Balance of such Mortgage
Loan plus accrued and unpaid interest thereon at the related Mortgage
Interest Rate less the applicable Sub-Servicing Fee Rate to but not
including the date of payment;
(vi) to pay any Sub-Servicer from the Repurchase Price for any
related Mortgage Loan, the amount which such Sub-Servicer would have
been entitled to receive under its Sub-Servicing Agreement or subclause
(x) of this Subsection 4.03(a) as servicing compensation, but only to
the extent that the Repurchase Price with respect to such Mortgage Loan
after any reimbursement to the related Sub-Servicer pursuant to
subclauses (ii) and (vii) of this Subsection 4.03(a) exceeds the
Outstanding Principal Balance of such Mortgage Loan plus accrued and
unpaid interest thereon at the related Mortgage Interest Rate less the
applicable Sub-Servicing Fee Rate through the last day of the month of
repurchase;
(vii) to reimburse the Master Servicer or any Sub-Servicer for
advances of funds hereunder or under the related Sub-Servicing
Agreement, the right to reimbursement pursuant to this subclause being
limited to amounts received on the related Mortgage Loan (including,
for this purpose, the Repurchase Price therefor, Insurance Proceeds and
Liquidation Proceeds) which represent late recoveries of the payments
for which such advances were made;
(viii) to pay a Master Servicer or any Sub-Servicer, as the
case may be, with respect to each related Mortgage Loan that has been
purchased pursuant to Section 2.02, 2.03A, 2.04 or 10.01, all amounts
received thereon, representing recoveries of principal that reduce the
Outstanding Principal Balance of such Mortgage Loan below the
Outstanding Principal Balance used in calculating the Repurchase Price
or representing interest included in the calculation of the Repurchase
Price or accrued after the end of the month during which such
repurchase occurs;
(ix) to reimburse the Master Servicer or any Sub-Servicer for
any Monthly Advance or advance, after a Realized Loss has been
allocated with respect to the related Mortgage Loan if the Monthly
Advance or advance has not been reimbursed pursuant to clauses (ii) and
(vii), such reimbursement to come from the sub-account relating to the
Mortgage Loan Group of which the related Mortgage Loan is a part;
(x) to pay any Sub-Servicer servicing compensation
and Master Servicer Compensation as set forth in Section
3.14;
(xi) to reimburse the Master Servicer, any Sub-Servicer or the
Trustee for expenses, costs and liabilities incurred by and
reimbursable to it pursuant to Sections 7.03, 7.04(d) or 11.03, which,
if not specifically allocable to a Mortgage Loan Group, shall be
allocated between the sub-accounts, PRO RATA, based on the Scheduled
Principal Balances of the Group 1 Mortgage Loans, the Group 2 Mortgage
Loans, the Group 3 Mortgage Loans and the Group 4 Mortgage Loans,
respectively;
(xii) to pay to the related Sub-Servicer, as additional
servicing compensation, any Excess Liquidation Proceeds;
(xiii) to reimburse a Sub-Servicer for any amounts to
which it is entitled to reimbursement under the terms of its
Sub-Servicing Agreement;
(xiv) to clear and terminate the Certificate Account pursuant
to Section 10.01; and
(xv) to remove amounts deposited in error.
The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any
reimbursement from the Certificate Account pursuant to subclauses (i) through
(vii), inclusive, and (ix) or with respect to any such amounts which would have
been covered by such subclauses had the amounts not been retained by the Master
Servicer without being deposited in the Certificate Account under Section
4.02(b).
(b) On each Distribution Date, the Trustee shall make the following
payments in the priority set forth from the funds in the Certificate Account:
(i) First, the amount of investment earnings, net of
losses, to the Master Servicer; and
(ii) Second, the amount distributable to the Holders of the
Certificates shall be payable in accordance with Section 6.01.
(c) Notwithstanding the provisions of this Section 4.03, the Master
Servicer may, but is not required to, allow the Sub-Servicers to deduct from
amounts received by them or from the related Protected Account, prior to deposit
in the Master Servicer Collection Account or the Custody Account, any portion to
which such Sub-Servicers are entitled as servicing compensation (including
income on Permitted Investments) or reimbursement of any reimbursable advances
made by such Sub-Servicers.
Section 4.04 CUSTODY ACCOUNT. (a) The Master Servicer shall establish
and maintain for the benefit of the Certificateholders the Custody Account as a
segregated non-interest bearing trust account in the corporate trust department
of either a Designated Depository Institution or the Master Servicer. The
Custody Account shall be segregated on the books of the Designated Depository
Institution or the Master Servicer, as applicable, and held by the Designated
Depository Institution or the Master Servicer, as applicable in trust, and such
Account and the funds deposited therein shall not be subject to, and shall be
protected from, all claims, liens, and encumbrances of any creditors or
depositors of the Designated Depository Institution, the Trustee, the Master
Servicer, any Sub-Servicer or the Seller (whether made directly, or indirectly
through a liquidator or receiver of the Designated Depository Institution, the
Trustee, the Master Servicer, any Sub-Servicer or the Seller). If the Custody
Account is maintained with the Trustee, the Trustee shall take such action as
may be necessary to ensure that the Certificateholders shall be entitled to the
priorities afforded to such a trust account (in addition to a claim against the
estate of the Trustee) as provided by 12 U.S.C. ' 92a(e), if applicable, or any
applicable comparable state statute applicable to state chartered banking
corporations.
(b) Within one Business Day after receipt, each Sub-Servicer shall
withdraw or shall cause to be withdrawn from each Protected Account and shall
immediately deposit or cause to be deposited in the applicable Custody Account
all amounts in the Protected Account not otherwise invested in Permitted
Investments pursuant to Section 4.01 and exceeding the lesser of $100,000 or the
FDIC insurance limit (other than with respect to principal of or interest on the
Mortgage Loans due on or before the Cut-off Date).
(c) Withdrawals may be made from the Custody Account only to make
remittances as provided in Sections 4.01(b) or 4.04(d); to reimburse the Master
Servicer or any Sub-Servicer for advances of principal and interest which have
been recovered by subsequent collection from the related Mortgagor; to remove
amounts deposited in error; to remove fees, charges or other such amounts
deposited on a temporary basis; or to clear and terminate the account at the
termination of this Agreement in accordance with Section 10.01.
(d) Funds in a Custody Account may be invested at the written
direction of the applicable Sub-Servicer in Permitted Investments held in trust
in the name of the Trustee for the benefit of the Certificateholders and in the
absence of such directions, funds in a Custody Account shall be invested in
Permitted Investments described in clause (iii) or clause (viii) of the
definition thereof. Such Permitted Investments must mature, or be subject to
redemption or withdrawal, no later than the date on which such funds are
required to be withdrawn for deposit in the Master Servicer Collection Account
pursuant to Section 4.01(b) and shall be held in such Account until required for
such deposit. The income earned from Permitted Investments made pursuant to this
Section 4.04 shall be paid to the applicable Sub-Servicer as additional
compensation for its obligations under the applicable Sub-Servicing Agreement,
and the risk of loss of moneys required to be distributed to the
Certificateholders resulting from such investments shall be borne by and be the
risk of the related Sub-Servicer. The amount of any such loss shall be deposited
by the related Sub-Servicer in the applicable Custody Account within two
Business Days of receipt of notification of such loss but not later than the
second Business Day prior to the Distribution Date on which the moneys so
invested are required to be distributed to the Certificateholders.
Section 4.05 INTEREST RESERVE ACCOUNT.
The Trustee shall establish and maintain for the benefit of the Class
1-A-4 Certificateholders the Interest Reserve Account as a segregated
non-interest bearing trust account in the corporate trust department of either a
Designated Depository Institution or the Master Servicer. On the Closing Date
the Seller shall deposit $2,500 in the Interest Reserve Account. On each
Distribution Date through and including June 1999, the Trustee shall withdraw
from the Interest Reserve Account an amount equal to the Class 1-A-4 Incremental
Interest Amount and shall deposit such amount into the Certificate Account to
pay to the Class 1-A-4 Certificateholders as interest. On the Distribution Date
in June 1999, any money on deposit in the Interest Reserve Account not required
to be paid to the Class 1-A-4 Certificates as Class 1-A-4 Incremental Interest
Amount shall be paid to the Holder of the Class R-1 Certificate.
<PAGE>
ARTICLE V
Certificates
Section 5.01. CERTIFICATES. (a) The Depository, the Seller and the
Trustee have entered into a Depository Agreement dated as of June 29. 1998 (the
"Depository Agreement"). Except for the Residual Certificates, and the
Individual Certificates and as provided in Subsection 5.01(b), the Certificates
shall at all times remain registered in the name of the Depository or its
nominee and at all times: (i) registration of such Certificates may not be
transferred by the Trustee except to a successor to the Depository; (ii)
ownership and transfers of registration of such Certificates on the books of the
Depository shall be governed by applicable rules established by the Depository;
(iii) the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (iv) the Trustee shall deal with the
Depository as representative of such Certificate Owners of the respective Class
of Certificates for purposes of exercising the rights of Certificateholders
under this Agreement, and requests and directions for and votes of such
representative shall not be deemed to be inconsistent if they are made with
respect to different Certificate Owners; and (v) the Trustee may rely and shall
be fully protected in relying upon information furnished by the Depository with
respect to its Depository Participants.
The Residual Certificates and the Private Certificates are initially
Physical Certificates. If at any time the Holders of all of the Certificates of
one or more such Classes request that the Trustee cause such Class to become
Global Certificates, the Trustee and the Seller will take such action as may be
reasonably required to cause the Depository to accept such Class or Classes for
trading.
All transfers by Certificate Owners of such respective Classes of
Book-Entry Certificates and any Global Certificates shall be made in accordance
with the procedures established by the Depository Participant or brokerage firm
representing such Certificate Owners. Each Depository Participant shall only
transfer Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository's
normal procedures.
(b) If (i)(A) the Seller advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Trustee or the Seller is unable to
locate a qualified successor within 30 days or (ii) the Seller at its option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Depository, the Trustee shall request that the Depository notify all
Certificate Owners of the occurrence of any such event and of the availability
of definitive, fully registered Certificates to Certificate Owners requesting
the same. Upon surrender to the Trustee of the Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall issue the definitive Certificates. Neither the Seller, the
Master Servicer nor the Trustee shall be liable for any delay in delivery of
such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions.
(c) (i) REMIC I will be evidenced by (x) the REMIC I Regular
Certificates, described below, which will be uncertificated and
non-transferable and are hereby designated as the "regular interests"
in REMIC I and (y) the Class R-1 Certificate, which is hereby
designated as the single "residual interest" in REMIC I. Except as
discussed below, principal and interest shall be payable to, and
shortfalls, losses and prepayments are allocable to, the REMIC I
Regular Certificates in the same order and priority as payments are to
be made on, and shortfalls, losses and prepayments are allocable to,
the Corresponding Classes of Certificates. Except as noted below, the
Corresponding Classes of Certificates are those Group 1 Certificates
which have the same designation as the REMIC I Certificates (without
the "I-") or in the case of I-1-A-5/6, both the Class 1-A-5 and Class
1-A-6 Certificates. The REMIC I Regular Certificates and the Class R-1
Certificate will have the following designations and pass-through
rates, and distributions of principal and interest thereon shall be
allocated to the Corresponding Class of Certificates in the following
manner:
REMIC I CERTIFICATES INITIAL BALANCE PASS-THROUGH RATE
I-1-A-1 $ 99,602,894.00 7.0%
I-1-A-2 $ 7,005,000.00 7.0%
I-1-A-3 $ 9,640,000.00 7.0%
I-1-A-4 $ 500,000.00 7.0%
I-1-A-5/6 $ 6,698,800.00 7.0%
I-1-A-7 $ 6,698,800.00* 7.0%
I-1-A-8 $ 14,534,000.00 7.0%
I-1-X (1) (1)
I-1-PO $ 453,766.00(2) (2)
I-1-B-1 $ 3,051,539.62 7.0%
I-1-B-2 $ 1,380,642.12 7.0%
I-1-B-3 $ 799,537.81 7.0%
I-1-B-4 $ 654,113.34 7.0%
I-1-B-5 $ 435,679.84 7.0%
I-1-B-6 $ 582,051.06 7.0%
I-R-5 $ 50.00 7.0%
I-R-6 $ 50.00 7.0%
R-1 $ 50.00 7.0%
- ------------------------
* Notional Amount
(1) The Class I-X Certificates will have a zero Principal Balance
and will be entitled to the excess of the weighted average of
the Net Rates of the Non-Discount Group 1 Mortgages over 7.00%
per annum, multiplied by the Principal Balance of such Mortgages.
(2) The Class I-PO Certificates are principal only Certificates and
will not bear interest. The Current Principal Amount of the Class
I-PO Certificates is equal to a strip of principal from the
Discount Mortgage Loans in Mortgage Loan Group 1, and its Principal
Balance is paid down based on its share of the payments of
principal from the Discount Mortgage Loans in Mortgage Loan Group 1.
(ii) REMIC II will be evidenced by (x) the REMIC II Regular
Certificates, described below, which will be uncertificated and
non-transferable and are hereby designated as the "regular interests"
in REMIC II and (y) the Class R-2 Certificate, which is hereby
designated as the single "residual interest" in REMIC II. Except as
discussed below, principal and interest shall be payable to, and
shortfalls, losses and prepayments are allocable to, the REMIC II
Regular Certificates in the same order and priority as payments are to
be made on, and shortfalls, losses and prepayments are allocable to,
the Corresponding Classes of Certificates. Except as noted below, the
Corresponding Classes of Certificates are those Group 2 Certificates
which have the same designation as the REMIC II Certificates (without
the "II-") or in the case of the II-2-A-9/10, both the Class 2-A-9 and
Class 2-A-10 Certificates. The REMIC II Regular Certificates and the
Class R-2 Certificate will have the following designations and
pass-through rates, and distributions of principal and interest thereon
shall be allocated to the Corresponding Class of Certificates in the
following manner:
REMIC II CERTIFICATES INITIAL BALANCE PASS-THROUGH RATE
II-2-A-1 $10,121,000.00 6.75%
II-2-A-2 $ 3,757,000.00 6.75%
II-2-A-3 $ 7,472,000.00 6.75%
II-2-A-4 $ 2,227,593.00* 6.75%
II-2-A-5 $ 5,000,000.00 6.75%
II-2-A-6 $33,552,000.00 6.75%
II-2-A-7 $ 5,809,000.00 6.75%
II-2-A-8 $ 3,866,000.00 6.75%
II-2-A-9/10 $15,243,685.00 6.75%
II-2-A-11 $ 9,952,000.00 6.75%
II-2-X (1) (1)
II-2-PO $ 16,673.00(2) (2)
II-2-B-1 $ 2,089,460.38 6.75%
II-2-B-2 $ 945,357.88 6.75%
II-2-B-3 $ 547,462.19 6.75%
II-2-B-4 $ 447,886.66 6.75%
II-2-B-5 $ 298,320.16 6.75%
II-2-B-6 $ 398,543.94 6.75%
R-2 $ 50.00 6.75%
------------------------
* Notional Amount
(1) The Class II-X Certificates will have a zero Principal Balance
and will be entitled to the excess of the weighted average of
the Net Rates of the Non-Discount Group 2 Mortgages over 6.75%
per annum, multiplied by the Principal Balance of such Mortgages.
(2) The Class II-PO Certificates are principal only Certificates and
will not bear interest. The Current Principal Amount of the Class
II-PO Certificates is equal to a strip of principal from the
Discount Mortgage Loans in Mortgage Loan Group 2, and its Principal
Balance is paid down based on its share of the payments of
principal from the Discount Mortgage Loans in Mortgage Loan Group 2.
(iii) REMIC III will be evidenced by (x) the REMIC III Regular
Certificates, described below, which will be uncertificated and
non-transferable and are hereby designated as the "regular interests"
in REMIC III and (y) the Class R-3 Certificate, which is hereby
designated as the single "residual interest" in REMIC III. Except as
discussed below, principal and interest shall be payable to, and
shortfalls, losses and prepayments are allocable to, the REMIC III
Regular Certificates in the same order and priority as payments are to
be made on, and shortfalls, losses and prepayments are allocable to,
the Corresponding Classes of Certificates. Except as noted below, the
Corresponding Classes of Certificates are those Group 3 Certificates
which have the same designation as the REMIC III Certificates (without
the "III-"). The REMIC III Regular Certificates and the Class R-3
Certificate will have the following designations and pass-through
rates, and distributions of principal and interest thereon shall be
allocated to the Corresponding Class of Certificates in the following
manner:
REMIC III CERTIFICATES INITIAL BALANCE PASS-THROUGH RATE
III-3-A-1 $26,138,000.00 6.50%
III-3-A-2 $16,619,000.00 6.50%
III-3-A-3 $13,367,436.00 6.50%
III-3-A-4 $ 6,462,480.00 6.50%
III-3-A-5 $78,300,000.00 (1)
III-3-X (2) (2)
III-3-PO $ 99,091.00(3) (3)
III-3-B-1 $ 2,180,000.00 (4)
III-3-B-2 $ 726,000.00 (4)
III-3-B-3 $ 436,000.00 (4)
III-3-B-4 $ 364,000.00 (4)
III-3-B-5 $ 291,000.00 (4)
III-3-B-6 $ 363,394.00 (4)
R-3 $ 50.00 6.50%
(1) This III-A-5 Class of Certificates will bear interest at a variable
rate equal to the weighted average of the Net Rates of the Group 3
Mortgage Loans.
(2) The Class III-X Certificates will have a zero Principal Balance and
will be entitled to the Sub-Group 3A Percentage of the excess of the
weighted average of the Net Rates of the Non-Discount Group 3
Mortgages over 6.50% per annum, multiplied by the Principal Balance of
such Mortgages.
(3) The Class III-PO Certificates are principal only Certificates and will
not bear interest. The Current Principal Amount of the Class III-PO
Certificates is equal to a strip of principal from the Discount
Mortgage Loans in Mortgage Loan Group 3, and its Principal Balance is
paid down based on its share of the payments of principal from the
Discount Mortgage Loans in Mortgage Loan Group 3.
(4) These Classes of III-B Certificates will be entitled to the sum of
2.890068558% (or the Sub-Group 3A Percentage times 6.50%) and the
Sub-Group 3B Percentage multiplied by the weighted average of the Net
Rates of the Group 3 Mortgage Loans.
(iv) REMIC IV will be evidenced by (x) the REMIC IV Regular
Certificates, described below, which will be uncertificated and
non-transferable and are hereby designated as the "regular interests"
in REMIC IV and (y) the Class R-4 Certificate, which is hereby
designated as the single "residual interest" in REMIC IV. Except as
discussed below, principal and interest shall be payable to, and
shortfalls, losses and prepayments are allocable to, the REMIC IV
Regular Certificates in the same order and priority as payments are to
be made on, and shortfalls, losses and prepayments are allocable to,
the Corresponding Classes of Certificates. Except as noted below, the
Corresponding Classes of Certificates are those Group 4 Certificates
which have the same designation as the REMIC IV Certificates (without
the "IV-"). The REMIC IV Regular Certificates and the Class R-4
Certificate will have the following designations and pass-through
rates, and distributions of principal and interest thereon shall be
allocated to the Corresponding Class of Certificates in the following
manner:
<PAGE>
REMIC IV CERTIFICATES INITIAL BALANCE PASS-THROUGH RATE
IV-4-A-1 $84,943,000.00 6.75%
IV-4-A-2 $18,672,000.00 6.75%
IV-4-A-3 $19,920,950.00 6.75%
IV-4-X (1) (1)
IV-4-PO $ 12,562.00(2) (2)
IV-4-B-1 $ 4,821,000.00 6.75%
IV-4-B-2 $ 2,210,000.00 6.75%
IV-4-B-3 $ 1,540,000.00 6.75%
IV-4-B-4 $ 804,000.00 6.75%
IV-4-B-5 $ 401,000.00 6.75%
IV-4-B-6 $ 603,571.00 6.75%
R-4 $ 50.00 6.75%
(1) The Class IV-X Certificates will have a zero Principal Balance
and will be entitled to the excess of the weighted average of
the Net Rates of the Non-Discount Group 4 Mortgages, over
6.75% per annum, multiplied by the Principal Balance of such
Mortgages.
(2) The Class IV-PO Certificates are principal only Certificates and
will not bear interest. The Current Principal Amount of the Class
IV-PO Certificates is equal to a strip of principal from the
Discount Mortgage Loans in Mortgage Loan Group 4, and its Principal
Balance is paid down based on its share of the payments of
principal from the Discount Mortgage Loans in Mortgage Loan Group 4.
(v) REMIC V will be evidenced by (x) the REMIC V Regular Certificates,
described below, which will be uncertificated and non-transferable and
are hereby designated as the "regular interests" in REMIC V and (y) the
Class R-5 Certificate, which is hereby designated as the single
"residual interest" in REMIC V. Except as discussed below, principal
and interest shall be payable to, and shortfalls, losses and
prepayments are allocable to, the REMIC V Regular Certificates in the
same order and priority as payments are to be made on, and shortfalls,
losses and prepayments are allocable to, the Corresponding Classes of
Certificates. The Corresponding Classes of Certificates are those Group
1 and Group 2 Certificates which are noted in the applicable footnotes
to the following table. The REMIC V Regular Certificates and the Class
R-5 Certificate will have the following designations and pass-through
rates, and distributions of principal and interest thereon shall be
allocated to the Corresponding Class of Certificates in the following
manner:
<PAGE>
REMIC V CERTIFICATES INITIAL BALANCE PASS-THROUGH RATE
V-2-A-1 (1) (1)
V-2-A-2 (2) (2)
V-2-A-3 (3) (3)
V-1-A-7 (4) (4)
V-1/2M (5) (6)
V-a (7) (6)
V-b (8) (6)
V-c (9) (6)
V-d (10) (6)
V-e (11) (6)
V-f (12) (6)
V-g (13) (6)
V-h (14) (6)
V-i (15) (6)
V-j (16) (6)
V-k (17) (6)
V-l (18) (6)
V-m (19) (6)
V-n (20) (6)
V-o (21) (6)
V-p (22) (6)
V-q (23) (6)
V-PO $470,439.00(24) (24)
V-R-6 $50 7.00%
R-5 $50 7.00%
-------------
(1) The Class V-2-A-1 Certificates will have a zero Principal
Balance and will be entitled to 25 basis points of the
interest paid from the Class II-2-A-1 Certificates.
(2) The Class V-2-A-2 Certificates will have a zero Principal
Balance and will be entitled to 40 basis points of the
interest paid from the Class II-2-A-2 Certificates.
(3) The Class V-2-A-3 Certificates will have a zero Principal
Balance and will be entitled to 35 basis points of the
interest paid from the Class II-2-A-3 Certificates.
(4) The Class V-1-A-7 Certificates will have a zero Principal
Balance and will be entitled to 25 basis points of the
interest paid from the Class I-1-A-5/6 Certificates.
(5) The Class V-1/2M Certificates will have a
Principal Balance equal to the sum of the
Principal Balances of the Class I-1-B-1, Class
I-1-B-2, Class I-1-B-3, Class I-1-B-4, Class I-1-B-5
and Class I-1-B-6 Certificates and the Class
II-2-B-1, Class II-2-B-2, Class II-2-B-3, Class
II-2-B-4, Class II-2-B-5 and Class II-2-B-6 Certificates.
(6) This Certificate will bear interest at the
weighted average of the Net Rates on all of the
REMIC I Regular Certificates and REMIC II Regular
Certificates (other than the Class I-1-X, Class
I-1-PO, Class II-2-X and Class II-2-PO Certificates),
and for purposes of computing the weighted average
rate, first subtracting 25 basis points from the
Class II-2-A-1 Certificates, 40 basis points from
the Class II-2-A-2 Certificates, 35 basis points
from the Class II-2-A-3 Certificates and 25 basis
points from the Class I-1-A-5/6 Certificates (the
"REMIC I/II WA Rate").
(7) The V-a Certificates will have the same Principal Balance as
the I-1-A-1 Certificates.
(8) The V-b Certificates will have the same Principal Balance as
the Class I-1-A-2 Certificates.
(9) The V-c Certificates will have the same Principal Balance as
the Class I-1-A-3 Certificates.
(10) The V-d Certificates will have the same Principal Balance as
the Class I-1-A-4 Certificates.
(11) The V-e Certificates will have the same Principal Balance as
the Class I-1-A-5/6 Certificates.
(12) The V-f Certificates will have the same Principal Balance as
the Class I-1-A-7 Certificates.
(13) The V-g Certificates will have the same Principal Balance as
the Class I-1-A-8 Certificates.
(14) The V-h Certificates will have the same Principal Balance as
the Class II-2-A-1 Certificates.
(15) The V-i Certificates will have the same Principal Balance as
the Class II-2-A-2 Certificates.
(16) The V-j Certificates will have the same Principal Balance as
the Class II-2-A-3 Certificates.
(17) The V-k Certificates will have the same Principal Balance as
the Class II-2-A-4 Certificates.
(18) The V-l Certificates will have the same Principal Balance as
the Class II-2-A-5 Certificates.
(19) The V-m Certificates will have the same Principal Balance as
the Class II-2-A-6 Certificates.
(20) The V-n Certificates will have the same Principal Balance as
the Class II-2-A-7 Certificates.
(21) The V-o Certificates will have the same Principal Balance as
the Class II-2-A-8 Certificates.
(22) The V-p Certificates will have the same Principal Balance as
the Class II-2-A-9/10 Certificates.
(23) The V-q Certificates will have the same Principal Balance as
the Class II-2-A-11 Certificates.
(24) The Class V-PO Certificates are principal only Certificates
and will not bear interest. The Current Principal Amount of
the Class V-PO Certificates is equal to the sum of the Current
Principal Amounts of the Class I-1-PO Certificates and the
Class II-2-PO Certificates.
(d) The Classes of the Certificates (other than the Class R-1, Class
R-2, Class R-3, Class R-4 and Class R-5 Certificates, the designations,
initial principal amounts and pass through rates of each of which are
set forth in Section 5.01(c)) shall have the following designations,
initial principal amounts and Pass-Through Rates:
DESIGNATION Initial Principal Amount Pass-Through Rate
Class 1-A-1 Certificates $ 99,602,894.00 7.00%
Class 1-A-2 Certificates $ 7,005,000.00 7.00%
Class 1-A-3 Certificates $ 9,640,000.00 7.00%
Class 1-A-4 Certificates $ 500,000.00 (1)
Class 1-A-5 Certificates $ 5,024,100.00 (2)
Class 1-A-6 Certificates $ 1,674,700.00 (3)
Class 1-A-7 Certificates (4) 0.25%
Class 1-A-8 Certificates $ 14,534,000.00 7.00%
Class 1-X Certificates (5) (5)
Class 2-A-1 Certificates $ 10,121,000.00 6.50%
Class 2-A-2 Certificates $ 3,757,000.00 6.35%
Class 2-A-3 Certificates $ 7,472,000.00 6.40%
Class 2-A-4 Certificates (6) 6.75%
Class 2-A-5 Certificates $ 5,000,000.00 6.75%
Class 2-A-6 Certificates $ 33,552,000.00(7) 6.50%
Class 2-A-7 Certificates $ 5,809,000.00 6.75%
Class 2-A-8 Certificates $ 3,866,000.00 6.75%
Class 2-A-9 Certificates $ 12,105,279.00 (8)
Class 2-A-10 Certificates $ 3,138,406.00 (9)
Class 2-A-11 Certificates $ 9,952,000.00 6.75%
Class 2-X Certificates (10) (10)
Class B-1 Certificates $ 5,141,000.00 (11)
Class B-2 Certificates $ 2,326,000.00 (11)
Class B-3 Certificates $ 1,347,000.00 (11)
Class B-4 Certificates $ 1,102,000.00 (11)
Class B-5 Certificates $ 734,000.00 (11)
Class B-6 Certificates $ 980,595.00 (11)
Class 3-A-1 Certificates $ 26,138,000.00 6.50%
Class 3-A-2 Certificates $ 16,619,000.00 6.50%
Class 3-A-3 Certificates $ 13,367,436.00 6.50%
Class 3-A-4 Certificates $ 6,462,480.00 6.50%
Class 3-A-5 Certificates $ 78,300,000.00 (12)
Class 3-X Certificates (13) (13)
Class 3-B-1 Certificates $ 2,180,000.00 (14)
Class 3-B-2 Certificates $ 726,000.00 (14)
Class 3-B-3 Certificates $ 436,000.00 (14)
Class 3-B-4 Certificates $ 364,000.00 (14)
Class 3-B-5 Certificates $ 291,000.00 (14)
Class 3-B-6 Certificates $ 363,394.00 (14)
Class 4-A-1 Certificates $ 84,943,000.00 6.75%
Class 4-A-2 Certificates $ 18,672,000.00 6.75%
Class 4-A-3 Certificates $ 19,920,950.00 6.75%
Class 4-X Certificates (15) (15)
Class 4-B-1 Certificates $ 4,821,000.00 6.75%
Class 4-B-2 Certificates $ 2,210,000.00 6.75%
Class 4-B-3 Certificates $ 1,540,000.00 6.75%
Class 4-B-4 Certificates $ 804,000.00 6.75%
Class 4-B-5 Certificates $ 401,000.00 6.75%
Class 4-B-6 Certificates $ 603,571.00 6.75%
Class PO Certificates $ 582,091.00 (16)
Class R-6 Certificates $ 50.00 7.00%
- ------------------
(1) During the initial 12 Interest Accrual Periods interest will accrue on
the Class 1-A-4 Certificates at the rate of 7.50% per annum. During
each Interest Accrual Period thereafter, interest will accrue on the
Class 1-A-4 Certificates at a rate of 7.00% per annum.
(2) During the initial Interest Accrual Period, interest will accrue on
the Class 1-A-5 Certificates at the rate of 6.4562% per annum. During
each Interest Accrual Period thereafter, interest will accrue on the
Class 1-A-5 Certificates at a per annum rate of 0.80% above LIBOR,
determined monthly as described herein, subject to a maximum rate of
9.00% and a minimum rate of 0.80%.
(3) During the initial Interest Accrual Period, interest will accrue on
the Class 1-A-6 Certificates at the rate of 7.6312% per annum. During
each Interest Accrual Period thereafter, interest will accrue on the
Class 1-A-6 Certificates at a per annum rate equal to 24.60% - (3.00 x
LIBOR) determined monthly as described herein, subject to a maximum
rate of 24.60% and a minimum rate of 0.00%.
(4) The Notional Amount of the Class 1-A-7 Certificates on any
Distribution Date will be equal to the sum of the Current Principal
Amount of the Class 1-A-5 Certificates and the Current Principal
Amount of the Class 1-A-6 Certificates. The initial Notional Amount of
the Class 1-A-7 Certificates will be $6,698,800.
(5) The Class 1-X Certificates will have a Notional Amount equal to the
aggregate Scheduled Principal Balances of the Non-Discount Mortgage
Loans in Mortgage Loan Group 1 and will bear interest on their
Notional Amount at a variable Pass-Through Rate equal to the weighted
average of the excess of (a) the Net Rate on each such Non-Discount
Mortgage Loan over (b) 7.00% per annum. For the Class 1-X
Certificates, the initial Notional Amount will be $130,900,105 and the
Pass-Through Rate for the initial Interest Accrual Period is 0.348%
per annum.
(6) The Notional Amount of the Class 2-A-4 Certificates on any
Distribution Date will be equal to the sum of: (i) the product of (A)
3.703703704% and (B) the Current Principal Amount of the Class 2-A-1
Certificates, (ii) the product of (A) 5.925925926% and (B) the Current
Principal Amount of the Class 2-A-2 Certificates, (iii) the product of
(A) 5.185185185% and (B) the Current Principal Amount of the Class
2-A-3 Certificates, (iv) the product of (A) 3.703703704% and (B) the
Current Principal Amount of Component 2-A-6-I, and (v) the product of
(A) 3.703703704% and (B) the Current Principal Amount of Component
2-A-6-II. The initial Notional Amount of the Class 2-A-4 Certificates
will be $2,227,593.
(7) Composed of Component 2-A-6-I in the initial Current Principal Amount
of $9,303,000 and Component 2-A-6-II in the initial Current Principal
Amount of $24,249,000.
(8) During the initial Interest Accrual Period, interest will accrue on
the Class 2-A-9 Certificates at the rate of 6.5375% per annum. During
each Interest Accrual Period thereafter, interest will accrue on the
Class 2-A-9 Certificates at a per annum rate of 0.85% above LIBOR,
determined monthly as described herein, subject to a maximum rate of
8.50% and a minimum rate of 0.85%.
(9) During the initial Interest Accrual Period, interest will accrue on
the Class 2-A-10 Certificates at the rate of 7.5696% per annum. During
each Interest Accrual Period thereafter, interest will accrue on the
Class 2-A-10 Certificates at a per annum rate equal to 29.5071% -
(3.8571 x LIBOR) determined monthly as described herein, subject to a
maximum rate of 29.50714% and a minimum rate of 0.00%.
(10) The Class 2-X Certificates will have a Notional Amount equal to the
aggregate Scheduled Principal Balances of the Non-Discount Mortgage
Loans in Mortgage Loan Group 2 and will bear interest on their
Notional Amount at a variable Pass-Through Rate equal to the weighted
average of the excess of (a) the Net Rate on each such Non-Discount
Mortgage Loan over (b) 6.75% per annum. For the Class 2-X
Certificates, the initial Notional Amount will be $98,918,647 and the
Pass-Through Rate for the initial Interest Accrual Period is 0.601%
per annum. (Alternatively, this may be expressed as the Class 2-X
Certificates having a zero Principal Balance and receiving the sum of
the interest paid on the Class V-2-A-1, Class V-2-A-2 and Class
V-2-A-3 Certificates.)
(11) During each Interest Accrual Period, the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 and Class B-6 Certificates will each bear
interest at a variable Pass-through Rate equal to the weighted average
of 7.00% and 6.75%, where 7.00% is given a weight equal to the excess
of the Scheduled Principal Balance of the Group 1 Mortgage Loans over
the Current Principal Amount of the Group 1 Senior Certificates and
6.75% is given a weight equal to the excess of the Scheduled Principal
Balance of the Group 2 Mortgage Loans over the Current Principal
Amount of the Group 2 Senior Certificates. The Pass-Through Rate for
the initial Interest Accrual Period for these Certificates will be
6.898% per annum. (This may also be expressed as the Class B -1, Class
B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates
receiving interest equaling the "MBS Amount" which will be allocated
among such Certificates based on their relative Principal Balances
(and reallocated to take account of losses). The "MBS Amount" is equal
to the sum of: the Principal Balances of the Class V-1/2M and Class
V-a, V-b, V-c, V-d, V-e, V-f, V-g, V-h, V-i, V-j, V-k, V-l, V-m, V-n,
V-o, V-p and V-q Certificates multiplied by the excess of (i) the
REMIC I/II WA Rate over (ii) the REMIC I/II WA Rate, modified so as to
cap the Net Rate of the Class V-1/2M Certificates at 0%, and to cap
the Net Rate of the Class V-h Certificates at 6.50%, the Net Rate of
the Class V-i Certificates at 6.35% and the Net Rate of the Class V-j
Certificates at 6.40%.)
(12) During each Interest Accrual Period, the Class 3-A-5 Certificates will
bear interest at a variable Pass-Through Rate equal to the weighted
average of the Net Rates of the Group 3 Mortgage Loans. The
Pass-Through Rate for the Class 3-A-5 Certificates for the initial
Interest Accrual Period is 6.941% per annum.
(13) The Class 3-X Certificates will have a Notional Amount equal to the
Sub-Group 3A Percentage of the aggregate Scheduled Principal Balances
of the Non-Discount Mortgage Loans in Mortgage Loan Group 3 and will
bear interest on their Notional Amount at a variable Pass-Through Rate
equal to the weighted average of the excess of (a) the Net Rate on
each such Non-Discount Mortgage Loan over (b) 6.50% per annum. For the
Class 3-X Certificates, the initial Notional Amount will be
$60,825,842 and the Pass-Through Rate for the initial Interest Accrual
Period is 0.479% per annum.
(14) During each Interest Accrual Period, the Class 3-B-1, Class 3-B-2,
Class 3-B-3, Class 3-B-4, Class 3-B-5 and Class 3-B-6 Certificates
will bear interest on their respective Current Principal Amounts at a
variable Pass-Through Rate equal to the sum of 2.890068558% (or the
Sub-Group 3A Percentage x 6.50%) plus the Sub-Group 3B Percentage of
the weighted average of the Net Rates of the Group 3 Mortgage Loans.
The Pass-Through Rate for the these Certificates for the initial
Interest Accrual Period is 6.745% per annum.
(15) The Class 4-X Certificates will have a Notional Amount equal to the
aggregate Scheduled Principal Balances of the Non-Discount Mortgage
Loans in Mortgage Loan Group 4 and will bear interest on their
Notional Amount at a variable Pass-Through Rate equal to the weighted
average of the excess of (a) the Net Rate on each such Non-Discount
Mortgage Loan over (b) 6.75% per annum. For the Class 4-X
Certificates, the initial Notional Amount will be $133,588,967 and the
Pass-Through Rate for the initial Interest Accrual Period is 0.994%
per annum.
(16) The Class PO Certificates are principal only certificates and will not
bear interest. The Current Principal Amount of the Class PO
Certificates initially will be the amount shown above and is composed
of Component 1-PO, Component 2-PO, Component 3-PO and Component 4-PO,
equal to a strip of principal from the Discount Mortgage Loans in
Mortgage Loan Groups 1, 2, 3 and 4, respectively.
(e) With respect to each Distribution Date, each Class of Certificates
shall accrue interest during the related Interest Accrual Period. With respect
to each Distribution Date and each such Class of Certificates, interest shall be
calculated, on the basis of a 360-day year comprised of twelve 30-day months,
based upon the respective Pass-Through Rate set forth, or determined as
provided, above and the Current Principal Amount or Notional Amount of such
Class applicable to such Distribution Date.
(f) (i) Commencing on June 29, 1998, with respect to the Class 1-A-5
and Class 1-A-6 Certificates, and on July 23, 1998 with respect to the
Class 2-A-9 and Class 2-A-10 Certificates, and monthly thereafter on
the second business day prior to the first day of the related Interest
Accrual Period for the Class 1-A-5, Class 1-A-6, Class 2-A-9 and Class
2-A-10 Certificates (each, a "LIBOR Determination Date"), until the
Current Principal Amounts of such Classes of Certificates have been
reduced to zero, the Master Servicer will request each of the
designated reference banks meeting the criteria set forth herein (the
"Reference Banks") to inform the Master Servicer of the quotation
offered by its principal London office for making one-month United
States dollar deposits in leading banks in the London interbank
market, as of 11:00 a.m. (London time) on such LIBOR Determination
Date. (For purposes of calculating LIBOR, "business day" means a day
on which banks are open for dealing in foreign currency and exchange
in London, Chicago and New York City.) In lieu of making a request of
the Reference Banks, the Master Servicer may rely on the quotations
for those Reference Banks that appear at such time on the Reuters
Screen LIBO Page (as defined in the International Swap Dealers
Association Inc. Code of Standard Wording, Assumptions and Provisions
for Swaps, 1986 Edition), to the extent available.
(ii) LIBOR will be established by the Master Servicer on each
LIBOR Determination Date as follows:
(a) If on any LIBOR Determination Date two or more
Reference Banks provide such offered quotations, LIBOR for the
next Interest Accrual Period shall be the arithmetic mean of
such offered quotations (rounded upwards if necessary to the
nearest whole multiple of 1/32%).
(b) If on any LIBOR Determination Date only one or
none of the Reference Banks provides such offered quotations,
LIBOR for the next Interest Accrual Period shall be whichever
is the higher of (i) LIBOR as determined on the previous LIBOR
Determination Date or (ii) the Reserve Interest Rate. The
"Reserve Interest Rate" shall be the rate per annum which the
Master Servicer determines to be either (i) the arithmetic
mean (rounded upwards if necessary to the nearest whole
multiple of 1/32%) of the one-month United States dollar
lending rates that New York City banks selected by the Seller
are quoting, on the relevant LIBOR Determination Date, to the
principal London offices of at least two of the Reference
Banks to which such quotations are, in the opinion of the
Master Servicer, being so made, or (ii) in the event that the
Master Servicer can determine no such arithmetic mean, the
lowest one-month United States dollar lending rate which New
York City banks selected by SAMI are quoting on such LIBOR
Determination Date to leading European banks.
(c) If on the first LIBOR Determination Date, the
Master Servicer is required but is unable to determine the
Reserve Interest Rate in the manner provided in paragraph (b)
above, LIBOR shall be 5.65625%. If on any subsequent LIBOR
Determination Date, the Master Servicer is required but is
unable to determine the Reserve Interest Rate in the manner
provided in paragraph (b) above, LIBOR shall be LIBOR for the
immediately preceding LIBOR Determination Date.
(iii) Each Reference Bank shall (i) be a leading bank engaged
in transactions in Eurodollar deposits in the international
Eurocurrency market, (ii) not control, be controlled by, or be under
common control with the Seller, and (iii) have an established place of
business in London. If any such Reference Bank should be unwilling or
unable to act as such or if the Seller should terminate the appointment
of any such Reference Bank, the Seller will promptly appoint another
leading bank meeting the criteria specified above.
(iv) The establishment of LIBOR on each LIBOR Determination
Date by the Master Servicer and the Master Servicer's calculation of
the rate of interest applicable to the Class 1-A-3, Class 1-A-4, Class
2-A-9 and Class 2-A-10 Certificates for the related Interest Accrual
Period shall (in the absence of manifest error) be final and binding.
Each such rate of interest may be obtained by telephoning the Master
Servicer at (410) 884-2000.
(g) The Certificates shall be substantially in the forms set forth in
Exhibit A-1 and A-2. On original issuance, the Trustee shall sign, countersign
and shall deliver them at the direction of the Seller. Pending the preparation
of definitive Certificates of any Class, the Trustee may sign and countersign
temporary Certificates that are printed, lithographed or typewritten, in
authorized denominations for Certificates of such Class, substantially of the
tenor of the definitive Certificates in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers or authorized signatories executing such Certificates may
determine, as evidenced by their execution of such Certificates. If temporary
Certificates are issued, the Seller will cause definitive Certificates to be
prepared without unreasonable delay. After the preparation of definitive
Certificates, the temporary Certificates shall be exchangeable for definitive
Certificates upon surrender of the temporary Certificates at the office of the
Trustee, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Certificates, the Trustee shall sign and countersign and
deliver in exchange therefor a like aggregate principal amount, in authorized
denominations for such Class, of definitive Certificates of the same Class.
Until so exchanged, such temporary Certificates shall in all respects be
entitled to the same benefits as definitive Certificates.
(h) Each Class of Book-Entry Certificates will be registered as a
single Certificate of such Class held by a nominee of the Depository or the DTC
Custodian, and beneficial interests will be held by investors through the
book-entry facilities of the Depository in minimum denominations of (i) in the
case of the Senior Certificates (other than the Residual Certificates), $1,000
and in each case increments of $1.00 in excess thereof, and (ii) in the case of
the Offered Subordinate Certificates, $25,000 and increments of $1.00 in excess
thereof, except that one Certificate of each such Class may be issued in a
different amount so that the sum of the denominations of all outstanding
Certificates of such Class shall equal the Current Principal Amount or Notional
Amount of such Class on the Closing Date. On the Closing Date, the Trustee shall
execute and countersign Physical Certificates all in an aggregate principal
amount that shall equal the Current Principal Amount of such Class on the
Closing Date. The Private Certificates will be issued in certificated
fully-registered form in minimum denominations of $50,000 and increments of
$1.00 in excess thereof, except that one Certificate of each such Class may be
issued in a different amount so that the sum of the denominations of all
outstanding Certificates of such Class shall equal the Current Principal Amount
of such Class on the Closing Date. Each Class of Residual Certificates shall be
issued in certificated fully-registered form in the denomination of $50 each.
Each Class of Global Certificates, if any, shall be issued in fully registered
form in minimum dollar denominations of $50,000 and integral multiples of $1.00
in excess thereof, except that one Certificate of each Class may be in a
different denomination so that the sum of the denominations of all outstanding
Certificates of such Class shall equal the Current Principal Amount of such
Class on the Closing Date. On the Closing Date, the Trustee shall execute and
countersign (i) in the case of each Class of Offered Certificates, the
Certificate in the entire Current Principal Amount or Notional Amount of the
respective Class and (ii) in the case of each Class of Private Certificates,
Individual Certificates all in an aggregate principal amount that shall equal
the Current Principal Amount of each such respective Class on the Closing Date.
The Certificates referred to in clause (i) and if at any time there are to be
Global Certificates, the Global Certificates shall be delivered by the Seller to
the Depository or pursuant to the Depository's instructions, shall be delivered
by the Seller on behalf of the Depository to and deposited with the DTC
Custodian. The Trustee shall sign the Certificates by facsimile or manual
signature and countersign them by manual signature on behalf of the Trustee by
one or more authorized signatories, each of whom shall be Responsible Officers
of the Trustee or its agent. A Certificate bearing the manual and facsimile
signatures of individuals who were the authorized signatories of the Trustee or
its agent at the time of issuance shall bind the Trustee, notwithstanding that
such individuals or any of them have ceased to hold such positions prior to the
delivery of such Certificate.
(i) No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
the manually executed countersignature of the Trustee or its agent, and such
countersignature upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly executed and delivered hereunder.
All Certificates issued on the Closing Date shall be dated the Closing Date. All
Certificates issued thereafter shall be dated the date of their
countersignature.
(j) The Closing Date is hereby designated as the "startup" day of each
Series REMIC within the meaning of Section 860G(a)(9) of the Code.
(k) For federal income tax purposes, each Series REMIC shall have a
tax year that is a calendar year and shall report income on an accrual basis.
(l) The Trustee on behalf of the Trust shall cause each Series REMIC
to elect to be treated as a REMIC under Section 860D of the Code. Any
inconsistencies or ambiguities in this Agreement or in the administration of any
Trust established hereby shall be resolved in a manner that preserves the
validity of such elections.
(m) The Assumed Final Distribution Dates for distributions on the
Group 1 Certificates, Group 2 Certificates, the Group 1-2 Subordinate
Certificates, the Group 3 Certificates and the Group 4 Certificates, are July
25, 2028, July 25, 2028, July 25, 2028, July 25, 2013 and July 25, 2028,
respectively; the latest possible maturity date of the REMIC I, REMIC II, REMIC
IV, REMIC V and REMIC VI Regular Certificates is July 25, 2028; and the latest
possible maturity date of the REMIC III Regular Certificates is July 25, 2013.
Section 5.02. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.
(a) The Trustee shall maintain at its Corporate Trust Office a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided.
(b) Subject to Subsection 5.01(a) and, in the case of any Global
Certificate or Physical Certificate upon the satisfaction of the conditions set
forth below, upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose, the Trustee
shall sign, countersign and shall deliver, in the name of the designated
transferee or transferees, a new Certificate of a like Class and aggregate
Fractional Undivided Interest, but bearing a different number.
(c) By acceptance of an Individual Certificate, whether upon original
issuance or subsequent transfer, each holder of such a Certificate acknowledges
the restrictions on the transfer of such Certificate set forth in the Securities
Legend and agrees that it will transfer such a Certificate only as provided
herein. In addition to the provisions of Subsection 5.02(h), the following
restrictions shall apply with respect to the transfer and registration of
transfer of an Individual Certificate to a transferee that takes delivery in the
form of an Individual Certificate:
(i) The Trustee shall register the transfer of an Individual
Certificate if the requested transfer is being made to a transferee who
has provided the Trustee with a Rule 144A Certificate or comparable
evidence as to its QIB status.
(ii) The Trustee shall register the transfer of any Individual
Certificate if (x) the transferor has advised the Trustee in writing
that the Certificate is being transferred to an Institutional
Accredited Investor; and (y) prior to the transfer the transferee
furnishes to the Trustee an Investment Letter (and the Trustee shall be
fully protected in so doing), provided that, if based upon an Opinion
of Counsel to the effect that the delivery of (x) and (y) above are not
sufficient to confirm that the proposed transfer is being made pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other applicable
laws, the Trustee shall as a condition of the registration of any such
transfer require the transferor to furnish such other certifications,
legal opinions or other information prior to registering the transfer
of an Individual Certificate as shall be set forth in such Opinion of
Counsel.
(d) Subject to Subsection 5.02(h), so long as a Global Certificate of
such Class is outstanding and is held by or on behalf of the Depository,
transfers of beneficial interests in such Global Certificate, or transfers by
holders of Individual Certificates of such Class to transferees that take
delivery in the form of beneficial interests in the Global Certificate, may be
made only in accordance with this Subsection 5.02(d) and in accordance with the
rules of the Depository:
(i) In the case of a beneficial interest in the Global
Certificate being transferred to an Institutional Accredited Investor,
such transferee shall be required to take delivery in the form of an
Individual Certificate or Certificates and the Trustee shall register
such transfer only upon compliance with the provisions of Subsection
5.02(c)(ii).
(ii) In the case of a beneficial interest in a Class of Global
Certificates being transferred to a transferee that takes delivery in
the form of an Individual Certificate or Certificates of such Class,
except as set forth in clause (i) above, the Trustee shall register
such transfer only upon compliance with the provisions of Subsection
5.02(c)(i).
(iii) In the case of an Individual Certificate of a Class
being transferred to a transferee that takes delivery in the form of a
beneficial interest in a Global Certificate of such Class, the Trustee
shall register such transfer if the transferee has provided the Trustee
with a Rule 144A Certificate or comparable evidence as to its QIB
status.
(iv) No restrictions shall apply with respect to the transfer
or registration of transfer of a beneficial interest in the Global
Certificate of a Class to a transferee that takes delivery in the form
of a beneficial interest in the Global Certificate of such Class;
provided that each such transferee shall be deemed to have made such
representations and warranties contained in the Rule 144A Certificate
as are sufficient to establish that it is a QIB.
(e) Subject to Subsection 5.02(h), an exchange of a beneficial
interest in a Global Certificate of a Class for an Individual Certificate or
Certificates of such Class, an exchange of an Individual Certificate or
Certificates of a Class for a beneficial interest in the Global Certificate of
such Class and an exchange of an Individual Certificate or Certificates of a
Class for another Individual Certificate or Certificates of such Class (in each
case, whether or not such exchange is made in anticipation of subsequent
transfer, and, in the case of the Global Certificate of such Class, so long as
such Certificate is outstanding and is held by or on behalf of the Depository)
may be made only in accordance with this Subsection 5.02(e) and in accordance
with the rules of the Depository:
(i) A holder of a beneficial interest in a Global Certificate
of a Class may at any time exchange such beneficial interest for an
Individual Certificate or Certificates of such Class.
(ii) A holder of an Individual Certificate or Certificates of
a Class may exchange such Certificate or Certificates for a beneficial
interest in the Global Certificate of such Class if such holder
furnishes to the Trustee a Rule 144A Certificate or comparable evidence
as to its QIB status.
(iii) A holder of an Individual Certificate of a Class may
exchange such Certificate for an equal aggregate principal amount of
Individual Certificates of such Class in different authorized
denominations without any certification.
(f) (i) Upon acceptance for exchange or transfer of an Individual
Certificate of a Class for a beneficial interest in a Global
Certificate of such Class as provided herein, the Trustee shall cancel
such Individual Certificate and shall (or shall request the Depository
to) endorse on the schedule affixed to the applicable Global
Certificate (or on a continuation of such schedule affixed to the
Global Certificate and made a part thereof) or otherwise make in its
books and records an appropriate notation evidencing the date of such
exchange or transfer and an increase in the certificate balance of the
Global Certificate equal to the certificate balance of such Individual
Certificate exchanged or transferred therefor.
(ii) Upon acceptance for exchange or transfer of a beneficial
interest in a Global Certificate of a Class for an Individual
Certificate of such Class as provided herein, the Trustee shall (or
shall request the Depository to) endorse on the schedule affixed to
such Global Certificate (or on a continuation of such schedule affixed
to such Global Certificate and made a part thereof) or otherwise make
in its books and records an appropriate notation evidencing the date of
such exchange or transfer and a decrease in the certificate balance of
such Global Certificate equal to the certificate balance of such
Individual Certificate issued in exchange therefor or upon transfer
thereof.
(g) The Securities Legend shall be placed on any Individual
Certificate issued in exchange for or upon transfer of another Individual
Certificate or of a beneficial interest in a Global Certificate.
(h) Subject to the restrictions on transfer and exchange set forth in
this Section 5.02, the holder of any Individual Certificate may transfer or
exchange the same in whole or in part (in an initial certificate balance equal
to the minimum authorized denomination set forth in Section 5.01(h) above or any
integral multiple of $1.00 in excess thereof) by surrendering such Certificate
at the Corporate Trust Office, or at the office of any transfer agent, together
with an executed instrument of assignment and transfer satisfactory in form and
substance to the Trustee in the case of transfer and a written request for
exchange in the case of exchange. The holder of a beneficial interest in a
Global Certificate may, subject to the rules and procedures of the Depository,
cause the Depository (or its nominee) to notify the Trustee in writing of a
request for transfer or exchange of such beneficial interest for an Individual
Certificate or Certificates. Following a proper request for transfer or
exchange, the Trustee shall, within five Business Days of such request made at
such Corporate Trust Office, sign, countersign and deliver at such Corporate
Trust Office, to the transferee (in the case of transfer) or holder (in the case
of exchange) or send by first class mail at the risk of the transferee (in the
case of transfer) or holder (in the case of exchange) to such address as the
transferee or holder, as applicable, may request, an Individual Certificate or
Certificates, as the case may require, for a like aggregate Fractional Undivided
Interest and in such authorized denomination or denominations as may be
requested. The presentation for transfer or exchange of any Individual
Certificate shall not be valid unless made at the Corporate Trust Office by the
registered holder in person, or by a duly authorized attorney-in-fact.
(i) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class and
aggregate Fractional Undivided Interest, upon surrender of the Certificates to
be exchanged at any such office or agency; PROVIDED, HOWEVER, that no
Certificate may be exchanged for new Certificates unless the original Fractional
Undivided Interest represented by each such new Certificate (i) is at least
equal to the minimum authorized denomination or (ii) is acceptable to the Seller
as indicated to the Trustee in writing. Whenever any Certificates are so
surrendered for exchange, the Trustee shall sign and countersign and the Trustee
shall deliver the Certificates which the Certificateholder making the exchange
is entitled to receive.
(j) If the Trustee so requires, every Certificate presented or
surrendered for transfer or exchange shall be duly endorsed by, or be
accompanied by a written instrument of transfer, with a signature guarantee, in
form satisfactory to the Trustee, duly executed by the holder thereof or his or
her attorney duly authorized in writing.
(k) No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
(l) The Trustee shall cancel all Certificates surrendered for transfer
or exchange but shall retain such Certificates in accordance with its standard
retention policy or for such further time as is required by the record retention
requirements of the Securities Exchange Act of 1934, as amended, and thereafter
may destroy such Certificates.
(m) The following legend shall be placed on each Class of Subordinate
Certificates, whether upon original issuance or upon issuance of any other
Certificate of any such Class in exchange therefor or upon transfer thereof:
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON
BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED TRANSFER AND/OR HOLDING
OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND/OR OPERATION OF THE
TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION
WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED
TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED
TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR
PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY
DUTIES ON THE PART OF THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE
DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL
CERTIFICATE AND WILL BE EVIDENCED BY A REPRESENTATION TO SUCH EFFECT BY
OR ON BEHALF OF A HOLDER OF A PRIVATE CERTIFICATE.
Section 5.03. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. (a)
If (i) any mutilated Certificate is surrendered to the Trustee, or the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee such security or
indemnity as it may require to save it harmless, and (iii) the Trustee has not
received notice that such Certificate has been acquired by a third Person, the
Trustee shall sign, countersign and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and Fractional Undivided Interest but in each case bearing a different
number. The mutilated, destroyed, lost or stolen Certificate shall thereupon be
canceled of record by the Trustee and shall be of no further effect and evidence
no rights.
(b) Upon the issuance of any new Certificate under this Section 5.03,
the Trustee may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
Any duplicate Certificate issued pursuant to this Section 5.03 shall constitute
complete and indefeasible evidence of ownership in the Trust Fund, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.
Section 5.04. PERSONS DEEMED OWNERS. Prior to due presentation of a
Certificate for registration of transfer, the Seller, the Master Servicer, the
Trustee and any agent of the Seller, the Master Servicer or the Trustee may
treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section
6.01 and for all other purposes whatsoever. Neither the Seller, the Master
Servicer, the Trustee nor any agent of the Seller, the Master Servicer or the
Trustee shall be affected by notice to the contrary. No Certificate shall be
deemed duly presented for a transfer effective on any Record Date unless the
Certificate to be transferred is presented no later than the close of business
on the third Business Day preceding such Record Date.
Section 5.05. TRANSFER RESTRICTIONS ON RESIDUAL CERTIFICATES. (a)
Residual Certificates, or interests therein, may not be transferred without the
prior express written consent of the Tax Matters Person and the Seller. As a
prerequisite to such consent, the proposed transferee must provide the Tax
Matters Person, the Seller and the Trustee with an affidavit that the proposed
transferee is not a Disqualified Organization (as defined in Subsection 5.05(b))
(and, unless the Tax Matters Person and the Seller consent to the transfer to a
person who is not a U.S. Person, an affidavit that it is a U.S. Person) as
provided in Subsection 5.05(b).
(b) No transfer, sale or other disposition of a Residual Certificate
(including a beneficial interest therein) may be made unless, prior to the
transfer, sale or other disposition of a Residual Certificate, the proposed
transferee (including the initial purchasers thereof) delivers to the Tax
Matters Person, the Trustee and the Seller an affidavit in the form attached
hereto as Exhibit E stating, among other things, that as of the date of such
transfer (i) such transferee is not any of (A) the United States, any state or
political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing (other
than an instrumentality that is a corporation all of whose activities are
subject to tax under Chapter 1 of Subtitle A of the Code and (except in the case
of Freddie Mac) a majority of whose board of directors is not selected by the
United States, or any state or political subdivision thereof), (B) any
organization that is exempt from any tax imposed by Chapter 1 of Subtitle A of
the Code, other than (x) a tax-exempt farmers' cooperative within the meaning of
Section 521 of the Code or (y) an organization that is subject to the tax
imposed by Section 511 of the Code on "unrelated business taxable income" or (C)
a corporation operating on a cooperative basis that is engaged in furnishing
electric energy or providing telephone service to persons in rural areas (within
the meaning of Section 1381(a)(2)(C) of the Code) (any Person described in (A),
(B), or (C) being referred to herein as a "Disqualified Organization") and that
(ii) such transferee is not acquiring such Residual Certificate for the account
of a Disqualified Organization. The Tax Matters Person shall not consent to a
transfer of a Residual Certificate if it has actual knowledge that any statement
made in the affidavit issued pursuant to the preceding sentence is not true.
Notwithstanding any transfer, sale or other disposition of a Residual
Certificate to a Disqualified Organization, such transfer, sale or other
disposition shall be deemed to be of no legal force or effect whatsoever and
such Disqualified Organization shall not be deemed to be a Holder of a Residual
Certificate for any purpose hereunder, including, but not limited to, the
receipt of distributions thereon. If any purported transfer shall be in
violation of the provisions of this Subsection 5.05(b), then the prior Holder
thereof shall, upon discovery that the transfer of such Residual Certificate was
not in fact permitted by this Subsection 5.05(b), be restored to all rights as a
Holder thereof retroactive to the date of the purported transfer. None of the
Trustee, the Tax Matters Person or the Seller shall be under any liability to
any Person for any registration or transfer of a Residual Certificate that is
not permitted by this Subsection 5.05(b) or for making payments due on such
Residual Certificate to the purported Holder thereof or taking any other action
with respect to such purported Holder under the provisions of this Agreement so
long as the written affidavit referred to above was received with respect to
such transfer, and the Tax Matters Person, the Trustee and the Seller, as
applicable, had no knowledge that it was untrue. The prior Holder shall be
entitled to recover from any purported Holder of a Residual Certificate that was
in fact not a permitted transferee under this Subsection 5.05(b) at the time it
became a Holder all payments made on such Residual Certificate. Each Holder of a
Residual Certificate, by acceptance thereof, shall be deemed for all purposes to
have consented to the provisions of this Subsection 5.05(b) and to any amendment
of this Agreement deemed necessary (whether as a result of new legislation or
otherwise) by counsel of the Tax Matters Person or the Seller to ensure that the
Residual Certificates are not transferred to a Disqualified Organization and
that any transfer of such Residual Certificates will not cause the imposition of
a tax upon the Trust or cause any Series REMIC to fail to qualify as a REMIC.
(c) Unless the Tax Matters Person shall have consented in writing
(which consent may be withheld in the Tax Matters Person's sole discretion), the
Residual Certificates (including a beneficial interest therein) may not be
purchased by or transferred to any person who is not a "United States person,"
as such term is defined in Section 7701(a)(30) of the Code.
(d) By accepting a Residual Certificate, the purchaser thereof agrees
to be a Tax Matters Person, and appoints the Master Servicer to act as its agent
with respect to all matters concerning the tax obligations of the Trust, other
than those matters regarding transfer restrictions contained in this Section
5.05.
Section 5.06. RESTRICTIONS ON TRANSFERABILITY OF PRIVATE CERTIFICATES.
(a) No offer, sale, transfer or other disposition (including pledge) of a
Private Certificate shall be made by any Holder thereof unless registered under
the Securities Act, or an exemption from the registration requirements of the
Securities Act and any applicable state securities or "Blue Sky" laws is
available and the prospective transferee (other than the Seller) of such
Certificate signs and delivers to the Trustee an Investment Letter, if the
transferee is an Institutional Accredited Investor, in the form set forth as
Exhibit F-1 hereto, or a Rule 144A Certificate, if the transferee is a QIB, in
the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of the
immediately preceding sentence, no restrictions shall apply with respect to the
transfer or registration of transfer of a beneficial interest in a Physical
Certificate that is a Global Certificate of a Class to a transferee that takes
delivery in the form of a beneficial interest in the Global Certificate of such
Class provided that each such transferee shall be deemed to have made such
representations and warranties contained in the Rule 144A Certificate as are
sufficient to establish that it is a QIB. In the case of a proposed transfer of
a Private Certificate to a transferee other than a QIB, the Trustee may require
an Opinion of Counsel that such transaction is exempt from the registration
requirements of the Securities Act. The cost of such opinion shall not be an
expense of the Trustee or the Trust Fund.
(b) Each Class of Private Certificates shall bear a Securities Legend.
Section 5.07. ERISA RESTRICTIONS. (a) Subject to the provisions of
subsection (b), no Class of Private Certificates may be acquired directly or
indirectly by, or on behalf of, an employee benefit plan or other retirement
arrangement which is subject to Title I of ERISA and/or Section 4975 of the
Code, unless the proposed transferee provides a representation or certification
to the Trustee (upon which the Trustee is authorized to rely) to the effect that
the proposed transfer and/or holding of a Certificate and the servicing,
management and operation of the Trust: (i) will not result in a prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code which is not
covered under an individual or class prohibited transaction exemption including
but not limited to Department of Labor Prohibited Transaction Exemption ("PTE")
84-14 (Class Exemption for Plan Asset Transactions Determined by Independent
Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain
Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class
Exemption for Certain Transactions Involving Insurance Company Pooled Separate
Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving
Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan
Asset Transactions Determined by In-House Asset Managers and (ii) will not give
rise to any additional fiduciary duties under ERISA on the part of either Master
Servicer or the Trustee.
(b) Any Person acquiring an interest in a Book-Entry Certificate or a
Global Certificate which is a Subordinate Certificate, by acquisition of such
Certificate, shall be deemed to have represented to the Trustee that it is
either: (i) not acquiring an interest in such Certificate directly or indirectly
by, or on behalf of, an employee benefit plan or other retirement arrangement
which is subject to Title I of ERISA and/or Section 4975 of the Code, or (ii)
such Person provides a representation or certification to the Trustee to the
effect that the transfer and/or holding of an interest in such Certificate and
the servicing, management and/or operation of the Trust and its assets: (I) will
not result in any prohibited transaction which is not covered under an
individual or class prohibited transaction exemption, including, but not limited
to, PTE 84-14, PTE 91-38, PTE 90-1, PTE 95-60 or PTE 96-23 and (II) will not
give rise to any additional fiduciary duties on the part of either Master
Servicer or the Trustee.
Section 5.08. RULE 144A INFORMATION. For so long as any Private
Certificates are outstanding and are "restricted securities" within the meaning
of Rule 144(a)(3) of the Securities Act, (1) the Seller will provide or cause to
be provided to any holder of such Certificates and any prospective purchaser
thereof designated by such a holder, upon the request of such holder or
prospective purchaser, the information required to be provided to such holder or
prospective purchaser by Rule 144A(d)(4) under the Securities Act; and (2) the
Seller shall update such information from time to time in order to prevent such
information from becoming false and misleading and will take such other actions
as are necessary to ensure that the safe harbor exemption from the registration
requirements of the Securities Act under Rule 144A is and will be available for
resales of such Certificates conducted in accordance with Rule 144A. The Master
Servicer shall cooperate with the Seller and furnish the Seller such information
in the Master Servicer's possession as the Seller may reasonably request.
<PAGE>
ARTICLE VI
Payments to Certificateholders
Section 6.01. DISTRIBUTIONS ON THE CERTIFICATES. (a) Interest and
principal on the Certificates will be distributed monthly on each Distribution
Date, commencing in July 1998, in an aggregate amount equal to the Available
Funds for such Distribution Date.
(i) GROUP 1 SENIOR CERTIFICATES. (A) On each Distribution Date, the
Group 1 Available Funds will be distributed in the following order of priority
among the Group 1 Senior Certificates except as otherwise noted and subject to
the provisions of Section 6.01(a)(iv) and 6.01(c); and, provided, that on each
Distribution Date until and including the Distribution Date in June 1999, the
Class 1-A-4 Incremental Interest Amount with respect to such Distribution Date
will be transferred from the Interest Reserve Account and applied solely to make
payments of Accrued Certificate Interest on the Class 1-A-4 Certificates:
FIRST, to the interest-bearing Classes of Group 1 Senior Certificates,
the Accrued Certificate Interest on each such Class for such
Distribution Date. As described below, Accrued Certificate Interest on
each such Class of Group 1 Certificates is subject to reduction in the
event of certain Net Interest Shortfalls allocable thereto. Any Net
Interest Shortfalls shall be allocated among the Group 1 Senior
Certificates as provided in Section 6.01(e);
SECOND, to the interest-bearing Classes of Group 1 Senior Certificates,
any Accrued Certificate Interest thereon remaining undistributed from
previous Distribution Dates, to the extent of remaining Group 1
Available Funds, any shortfall in available amounts being allocated
among such Classes in proportion to the amount of such Accrued
Certificate Interest remaining undistributed for each such Class for
such Distribution Date;
THIRD, to the Group 1 Senior Certificates (other than the Class 1-A-7
and Class 1-X Certificates) in reduction of the Current Principal
Amounts thereof:
(a) the Group 1 Senior P&I Optimal Principal Amount, in
the following order of priority:
first, concurrently to the Class R-1, Class R-5 and
Class R-6 Certificates, PRO RATA, based upon their
Current Principal Amounts, until their respective
Current Principal Amounts have been reduced to zero;
second, to the Class 1-A-8 Certificates up to the
Class 1-A-8 Optimal Principal Amount for such
Distribution Date, until the Current Principal Amount
thereof has been reduced to zero;
third, sequentially, to the Class 1-A-1 and Class
1-A-2 Certificates, in that order, until their
respective Current Principal Amounts have been
reduced to zero;
fourth, concurrently to the Class 1-A-3 and Class
1-A-4 Certificates, PRO RATA, based upon their
respective Current Principal Amounts, until their
respective Current Principal Amounts have been
reduced to zero;
fifth, concurrently to the Class 1-A-5 and Class
1-A-6 Certificates, PRO RATA, based upon their
respective Current Principal Amounts, until their
respective Current Principal Amounts have been
reduced to zero; and
(b) the Component PO Principal Distribution Amount for
the Component 1-PO for such Distribution Date, to the
Class PO Certificates, until the Current Principal
Amount of Component 1-PO has been reduced to zero;
FOURTH, the Component 1-PO Deferred Amount for such Distribution Date,
to the Class PO Certificates; provided, that (i) on any Distribution Date,
distributions pursuant to this priority FOURTH shall not exceed the excess, if
any, of (x) the sum of (A) the Group 1 Available Funds remaining after giving
effect to distributions pursuant to clauses FIRST through THIRD above and (B)
the Group 2 Available Funds remaining after giving effect to distributions
pursuant to clauses FIRST through THIRD below under Section 6.01(a)(ii)(A) over
(y) the sum of the amount of Accrued Certificate Interest for such Distribution
Date and Accrued Certificate Interest remaining undistributed from previous
Distribution Dates on all Classes of Group 1-2 Subordinate Certificates then
outstanding; (provided that if the amount calculated is in excess of the
foregoing, the amount distributable pursuant to this clause FOURTH and the
amount distributable under clause FOURTH under Section 6.01(a)(ii)(A) below
shall be reduced PRO RATA based upon the respective amounts of the Component
1-PO and Component 2-PO Deferred Amounts), (ii) such distributions shall not
reduce the Current Principal Amount of the Component 1-PO and (iii) no
distribution will be made in respect of the applicable Component PO Deferred
Amount after the Group 1-2 Cross-Over Date;
(B) On each Distribution Date after the Distribution Date on which the
Current Principal Amounts of (i) the Group 1-2 Subordinate Certificates are
reduced to zero (the "Group 1-2 Cross-Over Date"), distributions of principal on
the outstanding Group 1 Senior Certificates (other than the Class 1-A-7 and
Class 1-X Certificates and Component 1-PO) will be made pro rata among all such
Group 1 Senior Certificates, regardless of the allocation, or sequential nature,
of principal payments described in priority third above, based upon the then
Current Principal Amounts of such Group 1 Senior Certificates
(C) If, after distributions have been made pursuant to priorities
FIRST and SECOND of this Section 6.01(a)(i)(A) on any Distribution Date, the
remaining Group 1 Available Funds, are less than the sum of the Group 1 Senior
P&I Optimal Principal Amount and the Component 1-PO Principal Distribution
Amount for such Distribution Date, such amounts shall be proportionately
reduced, and such remaining Group 1 Available Funds will be distributed on the
Group 1 Senior Certificates (other than the Class 1-A-7 Certificates and the
Class 1-X Certificates) on the basis of such reduced amounts. Notwithstanding
any reduction in principal distributable to the Class PO Certificates pursuant
to this paragraph, the principal balance of the Component 1-PO shall be reduced
not only by principal so distributed but also by the difference between (i)
principal distributable to the Class PO Certificates with respect to the
Component 1-PO in accordance with clause (b) of priority THIRD above and (ii)
principal actually distributed to the Class PO Certificates with respect to
Component 1-PO after giving effect to this paragraph (such difference, the
"Component 1-PO Cash Shortfall"). The Component 1-PO Cash Shortfall with respect
to any Distribution Date will be added to the Component 1-PO Deferred Amount.
(D) The "Class 1-A-8 Optimal Principal Amount" for any Distribution
Date occurring prior to the Distribution Date in July 2003 will equal zero. The
Class 1-A-8 Optimal Principal Amount for any Distribution Date occurring after
the first five years following the Closing Date will be as follows: for any
Distribution Date during the sixth, seventh, eighth and ninth years after the
Closing Date, 30%, 40%, 60% and 80%, respectively, of the Class 1-A-8 Pro Rata
Optimal Principal Amount for such Distribution Date; and, for any Distribution
Date thereafter, 100% of the Class 1-A-8 Pro Rata Optimal Principal Amount for
such Distribution Date. Notwithstanding the foregoing, if on any Distribution
Date the Current Principal Amount of each Class of Group 1 Senior Certificates
(other than the Class 1-A-8 Certificates and the Component 1-PO) has been
reduced to zero, the Class 1-A-8 Optimal Principal Amount shall equal the Group
1 Senior P&I Optimal Principal Amount to the extent not distributed on such
Distribution Date to other Classes of Group 1 Senior Certificates.
(E) For any Distribution Date, the "Class 1-A-8 Pro Rata Optimal
Principal Amount" shall be an amount equal to the product of (x) the Group 1
Non-PO Optimal Principal Amount for such Distribution Date multiplied by (y) a
fraction, the numerator of which is the sum of the Current Principal Amounts of
the Class 1-A-8 Certificates immediately prior to such Distribution Date and the
denominator of which is the sum of the Non-PO Percentage of the Scheduled
Principal Balances of the Group 1 Mortgage Loans as of the beginning of the
related Due Period.
(ii) GROUP 2 SENIOR CERTIFICATES. (A) On each Distribution Date, the
Group 2 Available Funds will be distributed in the following order of priority
among the Group 2 Senior Certificates except as otherwise noted and subject to
the provisions of Section 6.01(a)(iv) and 6.01(c):
FIRST, to the interest-bearing Classes of Group 2 Senior Certificates,
the Accrued Certificate Interest on each such Class for such
Distribution Date. As described below, Accrued Certificate Interest on
each such Class of Group 2 Certificates is subject to reduction in the
event of certain Net Interest Shortfalls allocable thereto. Any Net
Interest Shortfalls shall be allocated among the Group 2 Senior
Certificates as provided in Section 6.01(e);
SECOND, to the interest-bearing Classes of Group 2 Senior Certificates,
any Accrued Certificate Interest thereon remaining undistributed from
previous Distribution Dates, to the extent of remaining Group 2
Available Funds, any shortfall in available amounts being allocated
among such Classes in proportion to the amount of such Accrued
Certificate Interest remaining undistributed for each such Class for
such Distribution Date;
THIRD, to the Group 2 Senior Certificates (other than the Class 2-A-4
and Class 2-X Certificates) in reduction of the Current Principal
Amounts thereof:
(a) the Group 2 Senior P&I Optimal Principal Amount, in
the following order of priority:
first, to the Class R-2 Certificate until its
Current Principal Amount has been reduced to
zero;
second, to the Class 2-A-11 Certificates up to the
Class 2-A-11 Optimal Principal Amount for such
Distribution Date, until the Current Principal Amount
thereof has been reduced to zero;
third, sequentially, to Component 2-A-6-I and the
Class 2-A-1, Class 2-A-2 and Class 2-A-3
Certificates, in that order, until their respective
Current Principal Amounts have been reduced to their
respective Planned Balances (as set forth in Exhibit
I hereto) for such Distribution Date;
fourth, concurrently to the Class 2-A-5 Certificates
and Component 2-A-6-II, PRO RATA, based upon their
respective Current Principal Amounts, until their
respective Current Principal Amounts have been
reduced to their respective Planned Balances (as set
forth in Exhibit I hereto) for such Distribution
Date;
fifth, sequentially, to the to the Class 2-A-7 and,
Class 2-A-8 Certificates, in that order, until their
respective Current Principal Amounts have been
reduced to their respective Planned Balances (as set
forth in Exhibit I hereto) for such Distribution
Date;
sixth, concurrently to the Class 2-A-9 and Class
2-A-10 Certificates, PRO RATA, based upon their
respective Current Principal Amounts, until their
respective Current Principal Amounts have been
reduced to zero;
seventh, concurrently to the Class 2-A-5 Certificates
and Component 2-A-6-II, PRO RATA, based upon their
respective Current Principal Amounts, without regard
to their respective Planned Balances, until their
respective Current Principal Amounts have been
reduced to zero;
eighth, sequentially, to the Class 2-A-7
Certificates, Class 2-A-8 Certificates, Component
2-A-6-I, Class 2-A-1 Certificates, Class 2-A-2
Certificates and Class 2-A-3 Certificates, in that
order, without regard to their respective Planned
Balances, until their respective Current Principal
Amounts have been reduced to zero; and
(b) the Component PO Principal Distribution Amount for
the Component 2-PO for such Distribution Date, to the
Class PO Certificates, until the Current Principal
Amount of Component 2-PO has been reduced to zero;
FOURTH, the Component 2-PO Deferred Amount for such Distribution Date,
to the Class PO Certificates; provided, that (i) on any Distribution Date,
distributions pursuant to this priority FOURTH shall not exceed the excess, if
any, of (x) the sum of (A) the Group 2 Available Funds remaining after giving
effect to distributions pursuant to clauses FIRST through THIRD above and (B)
the Group 1 Available Funds remaining after giving effect to distributions
pursuant to clauses FIRST through THIRD above and under Section 6.01(a)(i)(A)
over (y) the sum of the amount of Accrued Certificate Interest for such
Distribution Date and Accrued Certificate Interest remaining undistributed from
previous Distribution Dates on all Classes of Group 1-2 Subordinate Certificates
then outstanding; (provided that if the amount calculated is in excess of the
foregoing, the amount distributable pursuant to this clause FOURTH and the
amount distributable under clause FOURTH under Section 6.01(a)(i)(A) above shall
be reduced PRO RATA based upon the respective amounts of the Component 1-PO and
Component 2-PO Deferred Amounts), (ii) such distributions shall not reduce the
Current Principal Amount of the Component 2-PO and (iii) no distribution will be
made in respect of the applicable Component PO Deferred Amount after the Group
1-2 Cross-Over Date;
(B) On each Distribution Date after the Group 1-2 Cross-Over Date
distributions of principal on the outstanding Group 2 Senior Certificates (other
than the Class 2-A-4 and Class 2-X Certificates and Component 2-PO) will be made
pro rata among all such Group 2 Senior Certificates, regardless of the
allocation, or sequential nature, of principal payments described in priority
THIRD above, based upon the then Current Principal Amounts of such Group 2
Senior Certificates;
(C) If, after distributions have been made pursuant to priorities
FIRST and SECOND of Section 6.01(a)(ii)(A) above on any Distribution Date, the
remaining Group 2 Available Funds, are less than the sum of the Group 2 Senior
P&I Optimal Principal Amount and the Component 2-PO Principal Distribution
Amount for such Distribution Date, such amounts shall be proportionately
reduced, and such remaining Group 2 Available Funds will be distributed on the
Group 2 Senior Certificates (other than the Class 2-A-4 Certificates and the
Class 2-X Certificates) on the basis of such reduced amounts. Notwithstanding
any reduction in principal distributable to the Class PO Certificates pursuant
to this paragraph, the principal balance of the Component 2-PO shall be reduced
not only by principal so distributed but also by the difference between (i)
principal distributable to the Class PO Certificates with respect to the
Component 2-PO in accordance with clause (b) of priority THIRD above and (ii)
principal actually distributed to the Class PO Certificates with respect to
Component 2-PO after giving effect to this paragraph (such difference, the
"Component 2-PO Cash Shortfall"). The Component 2-PO Cash Shortfall with respect
to any Distribution Date will be added to the Component 2-PO Deferred Amount.
(D) The "Class 2-A-11 Optimal Principal Amount" for any Distribution
Date occurring prior to the Distribution Date in July 2003 will equal zero. The
Class 2-A-11 Optimal Principal Amount for any Distribution Date occurring after
the first five years following the Closing Date will be as follows: for any
Distribution Date during the sixth, seventh, eighth and ninth years after the
Closing Date, 30%, 40%, 60% and 80%, respectively, of the Class 2-A-11 Pro Rata
Optimal Principal Amount for such Distribution Date; and, for any Distribution
Date thereafter, 100% of the Class 2-A-11 Pro Rata Optimal Principal Amount for
such Distribution Date. Notwithstanding the foregoing, if on any Distribution
Date the Current Principal Amount of each Class of Group 2 Senior Certificates
(other than the Class 2-A-11 Certificates and the Component 2-PO) has been
reduced to zero, the Class 2-A-11 Optimal Principal Amount shall equal the Group
2 Senior P&I Optimal Principal Amount to the extent not distributed on such
Distribution Date to other Classes of Group 2 Senior Certificates.
(E) For any Distribution Date, the "Class 2-A-11 Pro Rata Optimal
Principal Amount" shall be an amount equal to the product of (x) the Group 2
Non-PO Optimal Principal Amount for such Distribution Date multiplied by (y) a
fraction, the numerator of which is the sum of the Current Principal Amounts of
the Class 2-A-11 Certificates immediately prior to such Distribution Date and
the denominator of which is the sum of the Non-PO Percentage of the Scheduled
Principal Balances of the Group 2 Mortgage Loans as of the beginning of the
related Due Period.
(iii) GROUP 1-2 SUBORDINATE CERTIFICATES. On each Distribution Date,
subject to the provisions of Section 6.01(a)(iv) and Section 6.01(c), the Group
1 and Group 2 Available Funds remaining after the distributions described above
under Sections 6.01(a)(i) and 6.01(a)(ii) will be distributed among the Group B
Subordinate Certificates sequentially, in the following order, to the Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each
case up to an amount equal to and in the following order: (a) the Accrued
Certificate Interest thereon for such Distribution Date, (b) any Accrued
Certificate Interest thereon remaining undistributed from previous Distribution
Dates and (c) such Class's Allocable Share for such Distribution Date.
(iv) Notwithstanding any other provisions of Section 6.01, on each
Distribution Date prior to the occurrence of the Group 1-2 Cross-Over Date, but
after the reduction of the Current Principal Amount of either the Group 1 Senior
Certificates or Group 2 Senior Certificates to zero, the remaining Class or
Classes of Group 1 Senior Certificates or Group 2 Senior Certificates, as the
case may be, will be entitled to receive in reduction of their Current Principal
Amounts, based upon their payment priorities set forth above, in addition to any
principal prepayments allocated to such remaining Class or Classes with respect
to the related Mortgage Loan Group of such remaining Class or Classes, 100% of
the remaining principal prepayments (other than prepayments allocated to a
Component of the Class PO Certificates) on any Mortgage Loan in the Mortgage
Loan Group relating to the Senior Certificate Group which has been reduced to
zero; provided that on such Distribution Date (i) the aggregate Current
Principal Amounts of the Group 1-2 Subordinate Certificates is less than 50% of
the initial aggregate Current Principal Amounts of such Classes, if such
Distribution Date is prior to the Distribution Date occurring in July 2007, or
(ii) the aggregate Current Principal Amounts of the Group 1-2 Subordinate
Certificates is less than 25% of the initial aggregate Current Principal Amounts
of such Classes if such Distribution Date is on or after the Distribution Date
occurring in July 2007. In addition, if on any Distribution Date on which the
aggregate Current Principal Amount of any remaining Class or Classes of either
the Group 1 Senior Certificates or the Group 2 Senior Certificates would be
greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in
its related Mortgage Loan Group and any Group 1-2 Subordinate Certificates are
still outstanding, in each case after giving effect to distributions to be made
on such Distribution Date, 100% of the principal prepayments otherwise allocable
to the Group 1-2 Subordinate Certificates on the Mortgage Loans of the other
Mortgage Loan Group will be distributed to such Class or Classes of Group 1
Senior Certificates or Group 2 Senior Certificates, as the case may be, in
reduction of the Current Principal Amounts thereof, based upon their payment
priorities set forth above, until the aggregate Current Principal Amount of such
Class or Classes of Group 1 Senior Certificates or Group 2 Senior Certificates
is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage
Loans in its related Mortgage Loan Group. Furthermore, if on any Distribution
Date on which the aggregate Current Principal Amount of any remaining Class or
Classes of either the Group 1 Senior Certificates or the Group 2 Senior
Certificates would be greater than the aggregate Scheduled Principal Balance of
the Mortgage Loans in the related Mortgage Loan Group and any Group 1-2
Subordinate Certificates are still outstanding, in each case after giving effect
to distributions to be made on such Distribution Date to the Senior
Certificates, an amount up to 6.75% of any excess of the Scheduled Principal
Balance of the Mortgage Loans in the other Mortgage Loan Group over the Current
Principal Amount of the Certificates in the other Certificate Group will be
distributed to such Class or Classes of Group 1 Senior Certificates or Group 2
Senior Certificates, as the case may be, in an amount up to 6.75% of any excess
of the Current Principal Amount of such Certificates over the aggregate
Scheduled Principal Balance of the Mortgage Loans of the related Mortgage Loan
Group.
(v) GROUP 3 SENIOR CERTIFICATEs. (A) On each Distribution Date, the
Group 3 Available Funds will first be subdivided as follows: 44.462593205% (the
"Sub-Group 3A Percentage") thereof will constitute "Sub-Group 3A Available
Funds" and 55.537406795% (the "Sub-Group 3B Percentage") will constitute
"Sub-Group 3B Available Funds."
(I) SUB-GROUP 3A CERTIFICATES. On each Distribution Date, the
Sub-Group 3A Available Funds will be distributed in the following order of
priority except as otherwise noted and subject to Section 6.01(c):
FIRST, to the interest-bearing Classes of Sub-Group 3A Certificates,
the Accrued Certificate Interest on each such Class for such
Distribution Date. As described below, Accrued Certificate Interest on
each such Class of Sub-Group 3A Certificates is subject to reduction in
the event of certain Net Interest Shortfalls allocable thereto. Any Net
Interest Shortfalls shall be allocated among the Sub-Group 3A
Certificates as provided in Section 6.01(e);
SECOND, to the interest-bearing Classes of Sub-Group 3A Certificates,
any Accrued Certificate Interest thereon remaining undistributed from
previous Distribution Dates, to the extent of remaining Group 3
Available Funds allocated to Sub-Group 3A Certificates, any shortfall
in available amounts being allocated among such Classes in proportion
to the amount of such Accrued Certificate Interest remaining
undistributed for each such Class for such Distribution Date;
THIRD, to the Sub-Group 3A Certificates (other than the Class 3-X
Certificates) in reduction of the Current Principal Amounts thereof:
(a) the Sub-Group 3A Senior P&I Optimal Principal Amount,
in the following order of priority:
first, to the Class R-3 Certificate, until its
Current Principal Amount has been reduced to
zero;
second, to the Class 3-A-4 Certificates up to the
Class 3-A-4 Optimal Principal Amount for such
Distribution Date, until the Current Principal Amount
thereof has been reduced to zero;
third, concurrently, 76.379211879% to the Class 3-A-1
Certificates and 23.620788121% to the Class 3-A-2
Certificates until the Current Principal Amount of
the Class 3-A-1 Certificates has been reduced to
$19,451,000;
fourth, concurrently, 55.170478925% to the Class
3-A-1 Certificates and 44.829521075% to the Class
3-A-2 Certificates until the Current Principal Amount
of the Class 3-A-1 Certificates has been reduced to
$2,736,000;
fifth, to the Class 3-A-1 and Class 3-A-2
Certificates, PRO RATA, based upon their Current
Principal Amounts, until their respective Current
Principal Amounts have been reduced to zero; and
sixth, to the Class 3-A-3 Certificates, until the
Current Principal Amount thereof has been reduced
to zero;
(b) the Component PO Principal Distribution Amount for
the Component 3-PO for such Distribution Date, to the
Class PO Certificates, until the Current Principal
Amount of the Component 3-PO has been reduced to
zero; and
FOURTH, the Component 3-PO Deferred Amount for such Distribution Date,
to the Class PO Certificates; provided, that (i) on any Distribution
Date, distributions pursuant to this priority FOURTH shall not exceed
the excess, if any, of (x) the Sub-Group 3A Available Funds remaining
after giving effect to distributions pursuant to clauses FIRST through
THIRD above over (y) the Sub-Group 3A Percentage of the sum of the
amount of Accrued Certificate Interest for such Distribution Date and
Accrued Certificate Interest remaining undistributed from previous
Distribution Dates on all Classes of Group 3 Subordinate Certificates
then outstanding, (ii) such distributions shall not reduce the Current
Principal Amount of the Component 3-PO and (iii) no distribution will
be made in respect of the Component 3-PO Deferred Amount after the
Group 3 Cross-Over Date.
(II) SUB-GROUP 3B CERTIFICATES. On each Distribution Date, the
Sub-Group 3B Available Funds will be distributed in the following order of
priority except as otherwise noted and subject to Section 6.01(c):
FIRST, to the Class 3-A-5 Certificates, the Accrued Certificate
Interest on such Class for such Distribution Date. As described below,
Accrued Certificate Interest on such Class 3-A-5 Certificates is
subject to reduction in the event of certain Net Interest Shortfalls
allocable thereto. Any Net Interest Shortfalls shall be allocated to
the Class 3-A-5 Certificates as provided in Section 6.01(e); and
SECOND, to the Class 3-A-5 Certificates, any Accrued Certificate
Interest thereon remaining undistributed from previous Distribution
Dates, to the extent of remaining Sub-Group 3B Available Funds, and
THIRD, the Sub-Group 3B Senior P&I Optimal Principal Amount to the
Class 3-A-5 Certificates, until the Current Principal Amount thereof
has been reduced zero.
(B) On each Distribution Date after the Distribution Date on which the
Current Principal Amounts of (i) the Group 3 Subordinate Certificates are
reduced to zero (the "Group 3 Cross-Over Date"), distributions of principal on
the outstanding Class 3-A-1, Class 3-A-2, Class 3-A-3 and Class 3-A-4 will be
made pro rata regardless of the allocation, or sequential nature, of principal
payments described in priority THIRD under Section 6.01(a)(v)(A)(I), based upon
the then Current Principal Amounts of such Certificates.
(C) If, after distributions have been made pursuant to priorities
FIRST and SECOND under Section 6.01(a)(v)(A)(I) above on any Distribution Date,
remaining Sub-Group 3A Available Funds, are less than the sum of the Sub-Group
3A Senior P&I Optimal Principal Amount and the Component 3-PO Principal
Distribution Amount for such Distribution Date, such amounts shall be
proportionately reduced, and such remaining Sub-Group 3A Available Funds will be
distributed on the Sub-Group 3A Certificates (other than the Class 3-X
Certificates), on the basis of such reduced amounts. Notwithstanding any
reduction in principal distributable to the Class PO Certificates pursuant to
this paragraph, the principal balance of the Component 3-PO shall be reduced not
only by principal so distributed but also by the difference between (i)
principal distributable to the Class PO Certificates with respect to the
Component 3-PO in accordance with clause (b) of priority THIRD under Section
6.01(a)(v)(A)(I) above and (ii) principal actually distributed to the Class PO
Certificates with respect to the Component 3-PO after giving effect to this
paragraph (such difference, the "Component 3-PO Cash Shortfall"). The Component
3-PO Cash Shortfall with respect to any Distribution Date will be added to the
Component 3-PO Deferred Amount.
(D) The "Class 3-A-4 Optimal Principal Amount" for any Distribution
Date occurring prior to the Distribution Date in July 2003, (a) with respect to
subclause (i) of the definition of "Sub-Group 3A Non-PO Optimal Principal
Amount" will equal 100% of the Class 3-A-4 Pro Rata Optimal Principal Amount and
(b) with respect to subclause (ii) of the definition of "Sub-Group 3A Non-PO
Optimal Principal Amount" will equal zero. The Class 3-A-4 Optimal Principal
Amount for any Distribution Date occurring after the first five years following
the Closing Date, with respect to subclause (i) of the definition of "Sub-Group
3A Non-PO Optimal Principal Amount" will equal 100% of the Class 3-A-4 Pro Rata
Optimal Principal Amount and, with respect to subclause (ii) of the definition
of "Sub-Group 3A Non-PO Optimal Principal Amount" will be as follows: for any
Distribution Date during the sixth, seventh, eighth and ninth years after the
Closing Date, 30%, 40%, 60% and 80%, respectively, of the Class 3-A-4 Pro Rata
Optimal Principal Amount for such Distribution Date; and, for any Distribution
Date thereafter, 100% of the Class 3-A-4 Pro Rata Optimal Principal Amount for
such Distribution Date. Notwithstanding the foregoing, if on any Distribution
Date the Current Principal Amount of each Class of Sub-Group 3A Certificates
(other than the Class 3-A-4 Certificates and the Component 3-PO) has been
reduced to zero, the Class 3-A-4 Optimal Principal Amount shall equal the
Sub-Group 3A Senior P&I Optimal Principal Amount to the extent not distributed
on such Distribution Date to other Classes of Sub-Group 3A Certificates.
(E) For any Distribution Date, the "Class 3-A-4 Pro Rata Optimal
Principal Amount" shall be an amount equal to the product of (x) the Sub-Group
3A Non-PO Optimal Principal Amount for such Distribution Date multiplied by (y)
a fraction, the numerator of which is the sum of the Current Principal Amounts
of the Class 3-A-4 Certificates immediately prior to such Distribution Date and
the denominator of which is the Non-PO Percentages of the Scheduled Principal
Balances of the Group 3 Mortgage Loans as of the beginning of the related Due
Period multiplied by the Sub-Group 3A Percentage.
(vi) GROUP 3 SUBORDINATE CERTIFICATES. On each Distribution Date,
subject to the provisions of Section 6.01(c), the sum of the Group 3 Available
Funds remaining after the distributions described above to the Sub-Group 3A
Certificates and Sub-Group 3B Certificates will be distributed among the Group 3
Subordinate Certificates sequentially, in the following order, to the Class
3-B-1, Class 3-B-2, Class 3-B-3, Class 3-B-4, Class 3-B-5 and Class 3-B-6
Certificates, in each case up to an amount equal to and in the following order:
(a) the Accrued Certificate Interest thereon for such Distribution Date, (b) any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates and (c) such Class's Allocable Share for such Distribution
Date.
(vii) GROUP 4 CERTIFICATEs. (A) On each Distribution Date, the Group 4
Available Funds will be distributed in the following order of priority among the
Group 4 Certificates except as otherwise noted and subject to the provisions of
Section 6.01(c):
FIRST, to the interest-bearing Classes of Group 4 Senior Certificates,
the Accrued Certificate Interest on each such Class for such
Distribution Date. As described below, Accrued Certificate Interest on
each such Class of Group 4 Certificates is subject to reduction in the
event of certain Net Interest Shortfalls allocable thereto. Any Net
Interest Shortfalls shall be allocated among the Group 4 Senior
Certificates as provided in Section 6.01(e);
SECOND, to the interest-bearing Classes of Group 4 Senior Certificates,
any Accrued Certificate Interest thereon remaining undistributed from
previous Distribution Dates, to the extent of remaining Group 4
Available Funds, any shortfall in available amounts being allocated
among such Classes in proportion to the amount of such Accrued
Certificate Interest remaining undistributed for each such Class for
such Distribution Date;
THIRD, to the Group 4 Senior Certificates (other than the Class 4-X
Certificates) in reduction of the Current Principal Amounts thereof:
(a) the Group 4 Senior P&I Optimal Principal Amount,
sequentially to the Class R-4, Class 4-A-1, Class
4-A-2 and Class 4-A-3 Certificates, in that order,
until their respective Current Principal Amounts have
been reduced to zero; and
(b) the Component 4-PO Principal Distribution Amount for
the Component 4-PO for such Distribution Date, to
the Class PO Certificates, until the Current
Principal Amount of the Component 4-PO has been
reduced to zero;
FOURTH, the Component 4-PO Deferred Amount for such Distribution Date,
to the Class PO Certificates; provided, that (i) on any Distribution
Date, distributions pursuant to this priority FOURTH shall not exceed
the excess, if any, of (x) the Group 4 Available Funds remaining after
giving effect to distributions pursuant to clauses FIRST through THIRD
above over (y) the sum of the amount of Accrued Certificate Interest
for such Distribution Date and Accrued Certificate Interest remaining
undistributed from previous Distribution Dates on all Classes of Group
4 Subordinate Certificates then outstanding, (ii) such distributions
shall not reduce the Current Principal Amount of the Component 4-PO and
(iii) no distribution will be made in respect of the Component 4-PO
Deferred Amount after the Group 4 Cross-Over Date; and
FIFTH, sequentially, in the following order, to the Class 4-B-1, Class
4-B-2, Class 4-B-3, Class 4-B-4, Class 4-B-5 and Class 4-B-6
Certificates, in each case up to an amount equal to and in the
following order: (a) the Accrued Certificate Interest thereon for such
Distribution Date, (b) any Accrued Certificate Interest thereon
remaining undistributed from previous Distribution Dates and (c) such
Class's Allocable Share for such Distribution Date.
(B) On each Distribution Date after the Distribution Date on which the
Current Principal Amounts of (i) the Group 4 Subordinate Certificates are
reduced to zero (the "Group 4 Cross-Over Date"), distributions of principal on
the outstanding Group 4 Senior Certificates (other than the Class 4-X
Certificates and the Component 4-PO) will be made pro rata among all such Group
4 Certificates, regardless of the allocation, or sequential nature, of principal
payments described in priority THIRD under Section 6.01(a)(vii)(A) above, based
upon the then Current Principal Amounts of such Group 4 Senior Certificates.
(C) If, after distributions have been made pursuant to priorities
FIRST and SECOND under Section 6.01(a)(vii)(A) above on any Distribution Date,
remaining Group 4 Available Funds, are less than the sum of the Group 4 Senior
P&I Optimal Principal Amount and the Component 4-PO Principal Distribution
Amount for such Distribution Date, such amounts shall be proportionately
reduced, and such remaining Group 4 Available Funds will be distributed on the
Group 4 Senior Certificates (other than the Class 4-X Certificates), on the
basis of such reduced amounts. Notwithstanding any reduction in principal
distributable to the Class PO Certificates pursuant to this paragraph, the
principal balance of the Component 4-PO shall be reduced not only by principal
so distributed but also by the difference between (i) principal distributable to
the Class PO Certificates with respect to the Component 4-PO in accordance with
clause (b) of priority THIRD under Section 6.01(a)(vii)(A) above and (ii)
principal actually distributed to the Class PO Certificates with respect to the
Component 4-PO after giving effect to this paragraph (such difference, the
"Component 4-PO Cash Shortfall"). The Component 4-PO Cash Shortfall with respect
to any Distribution Date will be added to the Component 4-PO Deferred Amount.
(b) "Pro rata" distributions among Classes of Certificates will be
made in proportion to the then Current Principal Amount of such Classes.
(c) On each Distribution Date, any Available Funds for Mortgage Loan
Group 1, Mortgage Loan Group 2, Mortgage Loan Group 3 and Mortgage Loan Group 4
remaining after payment of interest and principal as described above with
respect to the Certificates of the related Certificate Group or Groups will be
distributed to the Class R-6 Certificates; provided that if on any Distribution
Date the Group Available Funds for any Certificate Group are insufficient to pay
the entire amount required to be paid to such Certificate Group on such
Distribution Date, the amount payable to the Class R-6 Certificate pursuant to
this sub-clause (c) shall instead be paid to the related Certificate Groups, pro
rata based upon such shortfalls.
(d) No Accrued Certificate Interest will be payable with respect to
any Class of Certificates after the Distribution Date on which the Current
Principal Amount or Notional Amount of such Certificate has been reduced to
zero.
(e) If on any Distribution Date the applicable Available Funds for the
Senior Certificates or Components of a Certificate Group (or in the case of
Certificate Group 3, Sub-Group 3A or Sub-Group 3B, as applicable) is less than
the Accrued Certificate Interest on such Senior Certificates or Components for
such Distribution Date prior to reduction for Net Interest Shortfall and the
interest portion of Realized Losses, the shortfall will be allocated among the
holders of each Class of interest-bearing Senior Certificates or Components in
such Certificate Group or Sub-Group in proportion to the respective amounts of
Accrued Certificate Interest that would have been allocated thereto in the
absence of such Net Interest Shortfall and/or Realized Losses for such
Distribution Date. In addition, the amount of any interest shortfalls with
respect to the related Mortgage Loan Group that are covered by subordination
will constitute unpaid Accrued Certificate Interest and will be distributable to
holders of the Certificates of the related Classes or Components entitled to
such amounts on subsequent Distribution Dates, to the extent of the applicable
Available Funds after current interest distributions as required herein. Any
such amounts so carried forward will not bear interest. Shortfalls in interest
payments will not be offset by a reduction in the servicing compensation of the
Sub-Servicers or otherwise, except to the extent of applicable Compensating
Interest Payments.
(f) On each Distribution Date, the funds available for distribution
shall be allocated to distributions on each of the REMIC I, REMIC II, REMIC III,
REMIC IV and REMIC V Regular Interests in an amount sufficient to make the
distributions on the corresponding Certificates on such Distribution Date in
accordance with the provisions of subsection (a) of this Section 6.01 and
Section 5.01, unless specifically provided otherwise in this Agreement.
(g) The expenses and fees of the Trust shall be paid by each of REMIC
I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI respectively, to the
extent that such expenses relate to the assets for each of such respective
Series REMICs, and all other expenses and fees of the Trust shall be paid pro
rata by each of REMIC I, REMIC II, REMIC III and REMIC IV.
Section 6.02. [Reserved]
Section 6.03. ALLOCATION OF LOSSES. (a) On or prior to each
Determination Date, the Master Servicer shall determine the amount of any
Realized Loss in respect of each Mortgage Loan in each Mortgage Loan Group that
occurred during the immediately preceding calendar month. The Master Servicer's
determination of any Realized Losses shall be based solely upon the information
provided by the Sub-Servicers. The Trustee shall then with respect to each such
Mortgage Loan in each Mortgage Loan Group allocate Realized Losses on a pro rata
basis between the PO Percentage of the Scheduled Principal Balance of a Mortgage
Loan which suffered a Realized Loss and the Non-PO Percentage of the Scheduled
Principal Balance of such Mortgage Loan.
(b) (A) With respect to any Determination Date, with respect to Group
1 Certificates, the principal portion of each Realized Loss on a Group 1
Mortgage Loan (other than any Excess Bankruptcy Loss, Excess Special Hazard Loss
and Excess Fraud Loss) shall be allocated as follows:
(i) The applicable PO Percentage of any such
Realized Loss shall be allocated to the Component 1-PO; and
(ii) The applicable Non-PO Percentage of any such
Realized Loss shall be allocated as follows:
first, to the Class B-6 Certificates until
the current Principal Amount thereof has been reduced to
zero;
second, to the Class B-5 Certificates until
the Current Principal Amount thereof has been reduced to
zero;
third, to the Class B-4 Certificates until
the Current Principal Amount thereof has been reduced to
zero;
fourth, to the Class B-3 Certificates until
the Current Principal Amount thereof has been reduced to
zero;
fifth, to the Class B-2 Certificates until
the Current Principal Amount thereof has been reduced to
zero;
sixth, to the Class B-1 Certificates until
the Current Principal amount thereof has been reduced to
zero;
seventh, to the Classes of Group 1 Senior
Certificates (other than the Class 1-A-7, Class 1-X Certificates and
Component 1-PO), pro rata, in accordance with their Current Principal
Amounts;
(B) With respect to any Determination Date, with respect to Group 2
Certificates, the principal portion of each Realized Loss on a Group 2 Mortgage
Loan (other than any Excess Bankruptcy Loss, Excess Special Hazard Loss and
Excess Fraud Loss) shall be allocated as follows:
(i) The applicable PO Percentage of any such
Realized Loss shall be allocated to the Component 2-PO; and
(ii) The applicable Non-PO Percentage of any such
Realized Loss shall be allocated as follows:
first, to the Class B-6 Certificates until
the current Principal Amount thereof has been reduced to
zero;
second, to the Class B-5 Certificates until
the Current Principal Amount thereof has been reduced to
zero;
third, to the Class B-4 Certificates until
the Current Principal Amount thereof has been reduced to
zero;
fourth, to the Class B-3 Certificates until
the Current Principal Amount thereof has been reduced to
zero;
fifth, to the Class B-2 Certificates until
the Current Principal Amount thereof has been reduced to
zero;
sixth, to the Class B-1 Certificates until
the Current Principal amount thereof has been reduced to
zero;
seventh, to the Classes of Group 2 Senior
Certificates (other than the Class 2-A-4, Class 2-X Certificates and
Component 2-PO), pro rata, in accordance with their Current Principal
Amounts;
(C) With respect to any Determination Date, with respect to Group 3
Certificates, the principal portion of each Realized Loss on a Group 3 Mortgage
Loan (other than any Excess Bankruptcy Loss, Excess Special Hazard Loss and
Excess Fraud Loss) shall be allocated as follows:
(i) The applicable PO Percentage of any such
Realized Loss shall be allocated to the Component 3-PO; and
(ii) The applicable Non-PO Percentage of any such
Realized Loss shall be allocated as follows:
first, to the Class 3-B-6 Certificates until
the current Principal Amount thereof has been reduced to
zero;
second, to the Class 3-B-5 Certificates
until the Current Principal Amount thereof has been reduced
to zero;
third, to the Class 3-B-4 Certificates until
the Current Principal Amount thereof has been reduced to
zero;
fourth, to the Class 3-B-3 Certificates
until the Current Principal Amount thereof has been reduced
to zero;
fifth, to the Class 3-B-2 Certificates until
the Current Principal Amount thereof has been reduced to
zero;
sixth, to the Class 3-B-1 Certificates until
the Current Principal amount thereof has been reduced to
zero;
seventh, to the Classes of Group 3 Senior
Certificates (other than the 3-X Certificates and Component 3-PO), pro
rata, in accordance with their Current Principal Amounts;
(D) With respect to any Determination Date, with respect to Group 4
Certificates, the principal portion of each Realized Loss on a Group 4 Mortgage
Loan (other than any Excess Bankruptcy Loss, Excess Special Hazard Loss and
Excess Fraud Loss) shall be allocated as follows:
(i) The applicable PO Percentage of any such
Realized Loss shall be allocated to the Component 4-PO; and
(ii) The applicable Non-PO Percentage of any such
Realized Loss shall be allocated as follows:
first, to the Class 4-B-6 Certificates until
the current Principal Amount thereof has been reduced to
zero;
second, to the Class 4-B-5 Certificates
until the Current Principal Amount thereof has been reduced
to zero;
third, to the Class 4-B-4 Certificates until
the Current Principal Amount thereof has been reduced to
zero;
fourth, to the Class 4-B-3 Certificates
until the Current Principal Amount thereof has been reduced
to zero;
fifth, to the Class 4-B-2 Certificates until
the Current Principal Amount thereof has been reduced to
zero;
sixth, to the Class 4-B-1 Certificates until
the Current Principal amount thereof has been reduced to
zero;
seventh, to the Classes of Group 4 Senior
Certificates (other than the Class 4-X Certificates and Component
4-PO), pro rata, in accordance with their Current Principal Amounts;
and
(E) With respect to any Distribution Date, the principal portion of
any Excess Loss related to a Mortgage Loan Group shall be allocated as follows:
(i) with respect to each Group of Mortgage
Loans, the applicable PO Percentage of any such Excess Loss shall be
allocated to the related Component of the Class PO Certificates; and
(ii) with respect to each Group of Mortgage
Loans, the applicable Non-PO Percentage of any such Excess Loss shall
be allocated among all Classes of Certificates of the related
Certificate Group (other than the Notional Amount Certificates and
Class PO Certificates), pro rata, based on the respective Current
Principal Amounts thereof.
(F) Notwithstanding the foregoing, no such allocation of any Realized
Loss shall be made on a Distribution Date to (A) any Class of Group 1 or Group 2
Certificates to the extent that such allocation would result in the reduction of
the aggregate Current Principal Amounts of all the Group 1 and Group 2
Certificates as of such Distribution Date, after giving effect to all
distributions and prior allocations of Realized Losses on such date, to an
amount less than the aggregate Scheduled Principal Balance of all of the Group 1
and Group 2 Mortgage Loans as of the first day of the month of such Distribution
Date (such limitation, the "Group 1-2 Loss Allocation Limitation"), (B) a Class
of Group 3 Certificates to the extent that such allocation would result in the
reduction of the aggregate Current Principal Amounts of all the Group 3
Certificates as of such Distribution Date, after giving effect to all
distributions and prior allocations of Realized Losses on such date, to an
amount less than the aggregate Scheduled Principal Balance of the Group 3
Mortgage Loans as of the first day of the month of such Distribution Date (such
limitation, the "Group 3 Loss Allocation Limitation") and (C) a Class of Group 4
Certificates to the extent that such allocation would result in the reduction of
the aggregate Current Principal Amounts of all the Group 4 Certificates as of
such Distribution Date, after giving effect to all distributions and prior
allocations of Realized Losses on such date, to an amount less than the
aggregate Scheduled Principal Balance of the Group 4 Mortgage Loans as of the
first day of the month of such Distribution Date (such limitation, the "Group 4
Loss Allocation Limitation").
(c) Any Realized Losses allocated to a Class of Certificates pursuant
to Subsection 6.03(b) shall be allocated among the Certificates of such Class in
proportion to their respective Current Principal Amounts. Any allocation of
Realized Losses pursuant to this Subsection 6.03(c) shall be accomplished by
reducing the Current Principal Amount of the related Certificates on the related
Distribution Date in accordance with Subsection 6.03(d).
(d) Realized Losses allocated in accordance with this Section 6.03
shall be allocated on the Distribution Date in the month following the month in
which such loss was incurred and, in the case of the principal portion thereof,
after giving effect to distributions made on such Distribution Date, except that
the aggregate amount of Realized Losses to be allocated to the Component 1-PO,
Component 2-PO, Component 3-PO and Component 4-PO on any Distribution Date
through the related Cross-Over Date will be taken into account in determining
distributions in respect of the Component 1-PO Deferred Amount, Component 2-PO
Deferred Amount, Component 3-PO Deferred Amount and Component 4-PO Deferred
Amount, respectively, for such Distribution Date.
(e) On each Distribution Date, the Master Servicer shall determine the
Group 1-2 Subordinate Certificate Writedown Amount, Group 3 Subordinate
Certificate Writedown Amount and Group 4 Subordinate Certificate Writedown
Amount, respectively, if any. Any such Group 1-2 Subordinate Certificate
Writedown Amount, Group 3 Subordinate Certificate Writedown Amount or Group 4
Subordinate Certificate Writedown Amount, respectively, shall effect a
corresponding reduction in the Current Principal Amount of (i) if prior to the
Group 1-2 Cross-Over Date, Group 3 Cross-Over Date or Group 4 Cross-Over Date,
as applicable, the Current Principal Amounts of the Group 1-2 Subordinate
Certificates, the Group 3 Subordinate Certificates and the Group 4 Subordinate
Certificates, respectively, in the reverse order of their numerical Class
designations and (ii) from and after the Group 1-2 Cross-Over Date, Group 3
Cross-Over Date or Group 4 Cross-Over Date, as applicable, the Group 1 Senior
Certificates (with respect to Realized Losses in Mortgage Loan Group 1), the
Group 2 Senior Certificates (with respect to Realized Losses in Mortgage Loan
Group 2), the Group 3 Senior Certificates (with respect to Realized Losses in
Mortgage Loan Group 3) and the Group 4 Senior Certificates (with respect to
Realized Losses in Mortgage Loan Group 4), pro rata based on their respective
Current Principal Amounts, which reduction shall occur on such Distribution Date
after giving effect to distributions made on such Distribution Date.
(f) On each Distribution Date, on or prior to the Group 1-2 Cross-Over
Date, Group 3 Cross-Over Date and Group 4 Cross-Over Date, as applicable, the
Master Servicer shall determine the Component PO Deferred Payment Writedown
Amount, with respect to each of Component 1-PO, Component 2-PO, Component 3-PO
and Component 4-PO, if any. Any such Component PO Deferred Payment Writedown
Amount with respect to Component 1-PO, Component 2-PO, Component 3-PO and
Component 4-PO shall effect a corresponding reduction in the Current Principal
Amount of the Group 1-2 Subordinate Certificates, Group 3 Subordinate
Certificates or Group 4 Subordinate Certificate, respectively, in the reverse
order of their numerical Class designations.
(g) The interest portion of any Realized Losses on Group 1 Mortgage
Loans, Group 2 Mortgage Loans, Group 3 Mortgage Loans and Group 4 Mortgage Loans
occurring on or prior to the Group 1-2 Cross-Over Date (with respect to Group 1
and Group 2 Mortgage Loans), the Group 3 Cross-Over Date (with respect to Group
3 Mortgage Loans) or the Group 4 Cross-Over Date (with respect to Group 4
Mortgage Loans), will not be allocated among any Certificates, but will reduce
the amount of Group 1 Available Funds, Group 2 Available Funds, Group 3
Available Funds and Group 4 Available Funds, respectively, on the related
Distribution Date. As a result of the subordination of each Group of Subordinate
Certificates in right of distribution, such Realized Losses will be borne first
by the Group 1-2 Subordinate Certificates (with respect to Group 1 and Group 2
Mortgage Loans), Group 3 Subordinate Certificates (with respect to Group 3
Mortgage Loans) and Group 4 Subordinate Certificates (with respect to Group 4
Mortgage Loans), respectively, in inverse order of their numerical Class
designations.
Section 6.04. [Reserved]
Section 6.05. PAYMENTS. (a) No later than three Business Days prior to
the Distribution Date, the Master Servicer shall provide to the Trustee in such
format as is mutually agreed on by the Trustee and the Master Servicer, which
may be based upon any information that the Master Servicer has received from the
Sub-Servicers, and required to enable the Trustee to make, or cause its agent to
make, distributions on the Certificates and shall deliver to the Trustee the
statement to Certificateholders required by Section 6.06.
(b) On each Distribution Date, other than the final Distribution Date,
the Trustee shall distribute to each Certificateholder of record on the directly
preceding Record Date the Certificateholder's PRO RATA share of its Class (based
on the aggregate Fractional Undivided Interest represented by such Holder's
Certificates) of all amounts required to be distributed on such Distribution
Date to such Class. The Master Servicer shall calculate the amount to be
distributed to each Class and, based on such amounts, the Trustee shall
determine the amount to be distributed to each Certificateholder.
(c) Payment of the above amounts to each Certificateholder shall be
made (i) by check mailed to each Certificateholder entitled thereto at the
address appearing in the Certificate Register or (ii) upon receipt by the
Trustee on or before the fifth Business Day preceding the Record Date of written
instructions from a Certificateholder holding Certificates representing an
initial aggregate Current Principal Amount or Notional Amount of not less than
$1,000,000 by wire transfer to a United States dollar account maintained by the
payee at any United States depository institution with appropriate facilities
for receiving such a wire transfer; PROVIDED, HOWEVER, that the final payment in
respect of each Class of Certificates will be made only upon presentation and
surrender of such respective Certificates at the office or agency of the Trustee
specified in the notice to Certificateholders of such final payment.
Section 6.06. STATEMENTS TO CERTIFICATEHOLDERS. (a) Concurrently with
each distribution to Certificateholders, the Master Servicer shall prepare and
deliver to the Trustee, and the Trustee shall forward by first-class mail to
each Certificateholder, with a copy to the Seller and the Rating Agencies, a
statement setting forth the following information, expressed with respect to
clauses (i) through (vi) in the aggregate and as a Fractional Undivided Interest
representing an initial Current Principal Amount of $1,000, or in the case of
each Class of Notional Amount Certificates, a Notional Amount of $1000, or in
the case of the Residual Certificates, an initial Current Principal Amount of
$50:
(i) the Current Principal Amount (or Notional Amount in the
case of Notional Amount Certificates) of each Class of Certificates
immediately prior to such Distribution Date;
(ii) the amount of the distribution allocable to
principal on each applicable Class of Certificates;
(iii) the aggregate amount of interest accrued at the related
Pass-Through Rate with respect to each Class of interest-bearing
Certificates during the related Interest Accrual Period;
(iv) the Net Interest Shortfall and any other adjustments to
interest at the related Pass-Through Rate necessary to account for any
difference between interest accrued and aggregate interest distributed
with respect to each Class of interest-bearing Certificates;
(v) the amount of the distribution allocable to
interest on each Class of interest-bearing Certificates;
(vi) the Pass-Through Rates for each Class of
interest-bearing Certificates with respect to such
Distribution Date;
(vii) the Current Principal Amount (or Notional Amount in the
case of the Notional Amount Certificates) of each Class of Certificates
after such Distribution Date;
(viii) the amount of any Monthly Advances, Compensating
Interest Payments and outstanding unreimbursed advances by the
Sub-Servicers or the Master Servicer included in such distribution
separately stated for each
Mortgage Loan Group;
(ix) the amount of any Realized Losses (listed separately for
each Mortgage Loan Group) during the related Prepayment Period and
cumulatively since the Cut-off Date and the amount and source
(separately identified) of any distribution in respect thereof included
in such distribution;
(x) the amount of Scheduled Principal and Principal
Prepayments, (including but separately identifying the principal amount
of principal prepayments, Insurance Proceeds, the purchase price in
connection with the purchase of Mortgage Loans, cash deposits in
connection with substitutions of Mortgage Loans and Net Liquidation
Proceeds) with respect to each Mortgage Loan Group and the number and
principal balance of Mortgage Loans purchased or substituted for during
the relevant period and cumulatively since the Cut-off Date with
respect to each Mortgage Loan Group;
(xi) the number of Mortgage Loans (excluding REO Property) in
each Mortgage Loan Group remaining in the Trust Fund as of the end of
the related Due Period;
(xii) information for each Mortgage Loan Group regarding any
Mortgage Loan delinquencies as of the end of the related Due Period,
including the aggregate number, aggregate Outstanding Principal Balance
and aggregate Scheduled Principal Balance of Mortgage Loans delinquent
one month, two months and three months or more;
(xiii) for each Mortgage Loan Group, the number of Mortgage
Loans in the foreclosure process as of the end of the related Due
Period and the aggregate Outstanding Principal Balance of such Mortgage
Loans;
(xiv) for each Mortgage Loan Group, the number and aggregate
Outstanding Principal Balance of all Mortgage Loans as to which the
Mortgaged Property was REO Property as of the end of the related Due
Period;
(xv) the book value (the sum of (A) the Outstanding Principal
Balance of the Mortgage Loan, (B) accrued interest through the date of
foreclosure and (C) foreclosure expenses) of any REO Property in each
Mortgage Loan Group; PROVIDED THAT, in the event that such information
is not available to the Master Servicer and the Trustee on the
Distribution Date, such information shall be furnished promptly after
it becomes available;
(xvi) the amount of Realized Losses allocated to each Class of
Certificates since the prior Distribution Date and in the aggregate for
all prior Distribution Dates; and
(xvii) the then applicable Senior Percentage, Senior
Prepayment Percentage, Subordinate Percentage and Subordinate
Prepayment Percentage for each Certificate Group (or Sub-Group with
respect to Group 3 Senior Certificates).
The information set forth above shall be calculated, or reported, as
the case may be, by the Master Servicer, upon which the Trustee may conclusively
rely. The information furnished by the Master Servicer shall be sufficient for
the Trustee to calculate any payments or statements it is required to make.
(b) By April 30 of each year beginning in 1999, the Trustee will
furnish a report to each Holder of the Certificates of record at any time during
the prior calendar year as to the aggregate of amounts reported pursuant to
subclauses (a)(ii) and (a)(v) above with respect to the Certificates, plus
information with respect to the amount of servicing compensation and such other
customary information as the Master Servicer may determine to be necessary
and/or to be required by the Internal Revenue Service or by a federal or state
law or rules or regulations to enable such Holders to prepare their tax returns
for such calendar year. Such obligations shall be deemed to have been satisfied
to the extent that substantially comparable information shall be provided by the
Trustee pursuant to the requirements of the Code.
The Master Servicer shall supply to the Trustee in a timely manner the
information required for the reports described above.
Section 6.07. [Reserved].
Section 6.08. MONTHLY ADVANCES. If the Scheduled Payment on a Mortgage
Loan that was due on a related Due Date is delinquent other than as a result of
application of the Relief Act, the applicable Sub-Servicing Agreement will
require the Sub-Servicer to deposit in the Master Servicer Collection Account on
the applicable Sub-Servicer Remittance Date an amount equal to such deficiency,
net of the related Sub-Servicing Fee, except to the extent the applicable
Sub-Servicer determines any such advance to be nonrecoverable from Liquidation
Proceeds, Insurance Proceeds or future payments on the Mortgage Loan for which
such Monthly Advance was made. On each Distribution Date, to the extent that any
Sub-Servicer fails to make a Monthly Advance required by the applicable
Sub-Servicing Agreement, the Master Servicer will be obligated to make such
Monthly Advance, except to the extent the Master Servicer determines any such
advance to be nonrecoverable from Liquidation Proceeds, Insurance Proceeds or
from future payments on the Mortgage Loan for which the advance was made. Any
amount used as a Certificate Account Advance shall be replaced by the related
Sub-Servicer by deposit in the appropriate sub-account of the Certificate
Account on or before any future date on which and to the extent that funds in
the appropriate sub-account of the Certificate Account on such date are less
than the amount required to be transferred to such sub-account of the
Certificate Account. If applicable, on the Business Day preceding each
Distribution Date, the Master Servicer shall present an Officer's Certificate to
the Trustee (i) stating that the Master Servicer elects not to make a Monthly
Advance in a stated amount and (ii) detailing the reason it deems the advance to
be nonrecoverable.
Section 6.09. COMPENSATING INTEREST PAYMENTS. Each Sub-Servicer shall
deposit in the Master Servicer Collection Account not later than the applicable
Sub-Servicer Remittance Date immediately preceding the related Distribution Date
an amount equal to the lesser of (i) the aggregate amounts determined pursuant
to subclauses (a) and (b) of the definition of Interest Shortfall as calculated
with respect to Mortgage Loans sub-serviced by such Sub-Servicer for the related
Distribution Date and (ii) the applicable Sub-Servicing Fee for such
Distribution Date (such amount, the "Compensating Interest Payment"). One
Business Day prior to each Distribution Date, the Master Servicer shall deposit
in the Certificate Account the sum of (i) all Compensating Interest Payments
received from the Sub-Servicers for such Distribution Date and (ii) Compensating
Interest Payments required to be made by a Sub-Servicer but not made by such
Distribution Date (provided that the amount determined pursuant to (ii) shall
not exceed the Master Servicer Compensation for such Distribution Date). Neither
the Master Servicer nor any Sub-Servicer shall be entitled to any reimbursement
of any Compensating Interest Payment.
Section 6.10. REPORTS OF FORECLOSURES AND ABANDONMENT OF MORTGAGED
PROPERTY. Each year the Master Servicer shall cause the Sub-Servicers to report
or cause to be reported to the Internal Revenue Service foreclosures and
abandonments of any Mortgaged Property as required by Section 6050J of the Code.
<PAGE>
ARTICLE VII
The Master Servicer
Section 7.01. LIABILITIES OF THE MASTER SERVICER. The Master Servicer
shall be liable in accordance herewith only to the extent of the obligations
specifically imposed upon and undertaken by it herein. The parties agree that
the Master Servicer shall master service the Mortgage Loans in accordance with
the terms of this Agreement. In that regard, the Master Servicer shall
supervise, administer, monitor and oversee the servicing of the Mortgage Loans
by each Sub-Servicer pursuant to the terms of its Sub-Servicing Agreement, in
accordance with this Agreement and applicable laws and regulations and giving
due consideration to customary and usual standards of practice of prudent
mortgage lenders and master servicers. In addition, the Master Servicer shall
(i) oversee and consult with each Sub-Servicer as appropriate from time to time
to fulfill the Master Servicer's obligations hereunder, (ii) receive, review and
evaluate all reports, information and other data and documents provided to the
Master Servicer by each Sub-Servicer and (iii) otherwise exercise its best
efforts, as more fully set forth herein, to cause each Sub-Servicer to perform
and observe the covenants, obligations and conditions required to be performed
under its Sub-Servicing Agreement.
Section 7.02. MERGER OR CONSOLIDATION OF THE MASTER SERVICER.
(a) [Reserved].
(b) Any Person into which the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Master Servicer shall be a party, or any Person succeeding to the
business of the Master Servicer, shall be the successor of the Master Servicer
hereunder, without the execution or filing of any paper or further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 7.03. INDEMNIFICATION OF THE TRUSTEE. The Trust shall
indemnify the Indemnified Persons for, and to hold them harmless against, any
loss, liability or expense incurred on their part, arising out of, or in
connection with, this Agreement, including the costs and expenses (including
reasonable legal fees and expenses) of defending themselves against any such
claim other than (i) any loss, liability or expense related to such Indemnified
Person's failure to perform such Indemnified Person's duties in strict
compliance with this Agreement (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and (ii) any loss,
liability or expense incurred by reason of such Indemnified Person's willful
misfeasance, bad faith or negligence in the performance of duties hereunder or
by reason of reckless disregard of obligations and duties hereunder. In
addition, the Master Servicer shall indemnify the Indemnified Persons for, and
hold them harmless against, any loss, liability or expense incurred on their
part, arising out of, or in connection with, this Agreement, including the costs
and expenses (including reasonable legal fees and expenses) of defending
themselves against any such claim, but only to the extent any such loss,
liability or expense results solely from the Master Servicer's failure to
perform its duties in strict compliance with this Agreement. This indemnity
shall survive the resignation or removal of the Trustee and the termination of
this Agreement.
Section 7.04. LIMITATION ON LIABILITY OF THE MASTER SERVICER AND
OTHERS. (a) Neither the Master Servicer, any Sub-Servicer nor any of their
directors, officers, employees or agents shall be under any liability to the
Indemnified Persons, the Seller, the Trust Fund or the Certificateholders for
taking any action or for refraining from taking any action in good faith
pursuant to this Agreement, or for errors in judgment; PROVIDED, HOWEVER, that
this provision shall not protect either Master Servicer, any Sub-Servicer or any
such Person against any breach of warranties or representations made herein or
any liability which would otherwise be imposed by reason of such Person's
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder.
(b) The Master Servicer and any director, officer, employee or agent
of the Master Servicer may rely in good faith on any document of any kind PRIMA
FACIE properly executed and submitted by any Person respecting any matters
arising hereunder.
(c) The Master Servicer and each Sub-Servicer and any director,
officer, employee or agent of the Master Servicer or any Sub-Servicer shall be
indemnified by the Trust and held harmless thereby against any loss, liability
or expense incurred in connection with any legal proceedings relating to this
Agreement or the Certificates (including reasonable legal fees and disbursements
of counsel), other than (i) any loss, liability or expense related to its
failure to perform its duties in strict compliance with this Agreement (except
as any such loss, liability or expense shall be otherwise reimbursable pursuant
to this Agreement) and (ii) any loss, liability or expense incurred by reason of
such Person's willful misfeasance, bad faith or negligence in the performance of
duties hereunder or by reason of reckless disregard of obligations and duties
hereunder.
(d) Neither the Master Servicer nor any Sub-Servicer shall be under
any obligation to appear in, prosecute or defend any legal action that is not
incidental to its duties under this Agreement and that in its opinion may
involve it in any expense or liability; PROVIDED, HOWEVER, the Master Servicer
and any Sub-Servicer may in its discretion, with the consent of the Trustee,
undertake any such action which it may deem necessary or desirable with respect
to this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, the legal expenses
and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund, and the Master Servicer and
any Sub-Servicer shall be entitled to be reimbursed therefor out of the related
Protected Account or the Certificate Account as provided by Subsection 4.03(a).
Any such indemnification or reimbursement to the Master Servicer and the
Sub-Servicers which is not specifically related to a Mortgage Loan Group shall
be charged against the sub-accounts of the Certificate Account PRO RATA based
upon the respective outstanding principal amounts of the Mortgage Loans in each
of the Mortgage Loan Groups. Nothing in this Subsection 7.04(d) shall affect the
Master Servicer's obligation to supervise the servicing and administration of
the Mortgage Loans pursuant to Subsection 3.01(a).
(e) In taking or recommending any course of action pursuant to this
Agreement, unless specifically required to do so pursuant to this Agreement, the
Master Servicer shall not be required to investigate or make recommendations
concerning potential liabilities which the Trust might incur as a result of such
course of action by reason of the condition of the Mortgaged Properties but
shall give notice to the Trustee if it has notice of such potential liabilities.
Section 7.05. MASTER SERVICER NOT TO RESIGN. Except as provided in
Section 7.07, the Master Servicer shall not resign from the obligations and
duties hereby imposed on it except upon a determination that any such duties
hereunder are no longer permissible under applicable law and such
impermissibility cannot be cured. Any such determination permitting the
resignation of the Master Servicer shall be evidenced by an Opinion of
Independent Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
to the Master Servicer reasonably satisfactory to the Trustee shall have assumed
the responsibilities and obligations of the Master Servicer in accordance with
Section 8.02 hereof. The Trustee shall notify the Rating Agencies of the
resignation of the Master Servicer.
Section 7.06. [Reserved]
Section 7.07. SALE AND ASSIGNMENT OF MASTER SERVICING. The Master
Servicer may sell and assign its rights and delegate its duties and obligations
in their entirety as Master Servicer under this Agreement; PROVIDED, HOWEVER,
that: (i) the purchaser or transferee accepting such assignment and delegation
(a) shall be a Person which shall be qualified to service mortgage loans for
Fannie Mae or Freddie Mac; (b) shall have a net worth of not less than
$10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause
(ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced
in a writing signed by the Trustee); (d) shall execute and deliver to the
Trustee an agreement, in form and substance reasonably satisfactory to the
Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by it as master servicer under this Agreement, any custodial agreement
from and after the effective date of such agreement; (ii) each Rating Agency
shall be given prior written notice of the identity of the proposed successor to
the Master Servicer and each Rating Agency's rating of the Certificates in
effect immediately prior to such assignment, sale and delegation will not be
downgraded, qualified or withdrawn as a result of such assignment, sale and
delegation, as evidenced by a letter to such effect delivered to the Master
Servicer and the Trustee; and (iii) the Master Servicer assigning and selling
the master servicing shall deliver to the Trustee an Officer's Certificate and
an Opinion of Independent Counsel, each stating that all conditions precedent to
such action under this Agreement have been completed and such action is
permitted by and complies with the terms of this Agreement. No such assignment
or delegation shall affect any liability of the Master Servicer arising prior to
the effective date thereof.
<PAGE>
ARTICLE VIII
Default
Section 8.01. EVENTS OF DEFAULT. "Event of Default," wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):
(i) The Master Servicer fails to cause to be deposited in the
Certificate Account any amount so required to be deposited pursuant to
this Agreement, and such failure continues unremedied for a period of
two Business Days after the date such deposit was required to be made;
or
(ii) The Master Servicer fails to observe or perform in any
material respect any other covenants and agreements set forth in the
Certificates or this Agreement to be performed by it, which covenants
and agreements materially affect the rights of Certificateholders, and
such failure continues unremedied for a period of 60 days after the
date on which written notice of such failure, properly requiring the
same to be remedied, shall have been given to the Master Servicer by
the Trustee or to the Master Servicer and the Trustee by the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not
less than 25% of the Trust Fund; or
(iii) There is entered against the Master Servicer a decree or
order by a court or agency or supervisory authority having jurisdiction
in the premises for the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings, or for the winding up or
liquidation of its affairs, and the continuance of any such decree or
order is unstayed and in effect for a period of 60 consecutive days, or
an involuntary case is commenced against the Master Servicer under any
applicable insolvency or reorganization statute and the petition is not
dismissed within 60 days after the commencement of the case; or
(iv) The Master Servicer consents to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings of
or relating to the Master Servicer or substantially all of its
property; or the Master Servicer admits in writing its inability to pay
its debts generally as they become due, files a petition to take
advantage of any applicable insolvency or reorganization statute, makes
an assignment for the benefit of its creditors, or voluntarily suspends
payment of its obligations; or
(v) The Master Servicer assigns or delegates its duties or
rights under this Agreement in contravention of the provisions
permitting such assignment or delegation under Sections 7.05 or 7.07.
In each and every such case, so long as such Event of Default with respect to
the Master Servicer shall not have been remedied, either the Trustee or the
Holders of Certificates evidencing Fractional Undivided Interests aggregating
not less than 51% of the principal of the Trust Fund, by notice in writing to
the Master Servicer (and to the Trustee if given by such Certificateholders),
with a copy to the Rating Agencies, may terminate all of the rights and
obligations (but not the liabilities) of the Master Servicer under this
Agreement and in and to the Mortgage Loans and/or the REO Property serviced by
the Master Servicer and the proceeds thereof. Upon the receipt by the Master
Servicer of the written notice, all authority and power of the Master Servicer
under this Agreement, whether with respect to the Certificates, the Mortgage
Loans, REO Property or under any other related agreements, including the
Sub-Servicing Agreements (but only to the extent that such other agreements
relate to the Mortgage Loans or REO Property) shall, subject to Section 8.02,
automatically and without further action pass to and be vested in the Trustee
pursuant to this Section 8.01; and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the Master
Servicer as attorney-in-fact or otherwise, any and all documents and other
instruments and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer agrees to cooperate with
the Trustee in effecting the termination of the Master Servicer's rights and
obligations hereunder, including, without limitation, the transfer to the
Trustee of (i) the property and amounts which are then or should be part of the
Trust or which thereafter become part of the Trust; (ii) originals or copies of
all documents of the Master Servicer reasonably requested by the Trustee to
enable it to assume the Master Servicer's duties thereunder; and (iii) the
rights and obligations of the Master Servicer under the Sub-Servicing Agreements
with respect to the Mortgage Loans. In addition to any other amounts which are
then, or, notwithstanding the termination of its activities under this
Agreement, may become payable to the Master Servicer under this Agreement, the
Master Servicer shall be entitled to receive, out of any amount received on
account of a Mortgage Loan or REO Property, that portion of such payments which
it would have received as reimbursement pursuant to Section 3.14 if notice of
termination had not been given. The termination of the rights and obligations of
the Master Servicer shall not affect any obligations incurred by the Master
Servicer prior to such termination nor the right of the Master Servicer to its
accrued fees and expenses.
Section 8.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. (a) Upon the
receipt by the Master Servicer of a notice of termination pursuant to Section
8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect
that the Master Servicer is legally unable to act or to delegate its duties to a
Person which is legally able to act, the Trustee shall automatically become the
successor in all respects to the Master Servicer in its capacity under this
Agreement and the transactions set forth or provided for herein and shall
thereafter be subject to all the responsibilities, duties, liabilities and
limitations on liabilities relating thereto placed on the Master Servicer by the
terms and provisions hereof; PROVIDED, HOWEVER, that the Trustee (i) shall be
under no obligation to purchase any Mortgage Loan pursuant to Section 10.01; and
(ii) shall have no obligation whatsoever with respect to any liability (other
than advances deemed recoverable and not previously made) incurred by the Master
Servicer at or prior to the time of receipt by the Master Servicer of such
notice or by the Trustee of such Opinion of Independent Counsel. As compensation
therefor, the Trustee shall be entitled to all funds relating to the Mortgage
Loans which the Master Servicer would have been entitled to retain if the Master
Servicer had continued to act hereunder, except for those amounts due the Master
Servicer as reimbursement for advances previously made or expenses previously
incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling
so to act, or shall, if it is legally unable so to act, appoint or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution which is a Fannie Mae- or Freddie Mac-approved servicer, and
with respect to a successor to the Master Servicer only, having a net worth of
not less than $10,000,000, as the successor to such Master Servicer hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer hereunder. Pending appointment of a successor to the
Master Servicer hereunder, the Trustee shall act in such capacity as hereinabove
provided. In connection with such appointment and assumption, the Trustee may
make such arrangements for the compensation of such successor out of payments on
the Mortgage Loans as it and such successor shall agree; PROVIDED, HOWEVER, that
no such compensation shall be in excess of that permitted the Trustee under this
Subsection 8.02(a), and that such successor shall undertake and assume the
obligations of the Trustee to pay compensation to any third Person acting as an
agent or independent contractor in the performance of master servicing
responsibilities hereunder. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession.
(b) If the Trustee shall succeed to any duties of the Master Servicer
respecting the Mortgage Loans as provided herein, it shall do so in a separate
capacity and not in its capacity as Trustee and, accordingly, the provisions of
Article IX shall be inapplicable to the Trustee in its duties as the successor
to the Master Servicer in the servicing of the Mortgage Loans (although such
provisions shall continue to apply to the Trustee in its capacity as Trustee);
the provisions of Article VII, however, shall apply to it in its capacity as
successor master servicer.
Section 8.03. NOTIFICATION TO CERTIFICATEHOLDERS. Upon any termination
or appointment of a successor to the Master Servicer, the Trustee shall give
prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register and to the Rating Agencies.
Section 8.04. WAIVER OF DEFAULTS. The Trustee shall transmit by mail
to all Certificateholders, within 60 days after the occurrence of any Event of
Default known to the Trustee, unless such Event of Default shall have been
cured, notice of each such Event of Default hereunder known to the Trustee. The
Holders of Certificates evidencing Fractional Undivided Interests aggregating
not less than 51% of the Trust Fund may, on behalf of all Certificateholders,
waive any default by the Master Servicer in the performance of its obligations
hereunder and the consequences thereof, except a default in the making of or the
causing to be made any required distribution on the Certificates. Upon any such
waiver of a past default, such default shall be deemed to cease to exist, and
any Event of Default arising therefrom shall be deemed to have been timely
remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereon except to the
extent expressly so waived. The Trustee shall give notice of any such waiver to
the Rating Agencies.
Section 8.05. LIST OF CERTIFICATEHOLDERS. Upon written request of
three or more Certificateholders of record, for purposes of communicating with
other Certificateholders with respect to their rights under this Agreement, the
Trustee will afford such Certificateholders access during business hours to the
most recent list of Certificateholders held by the Trustee.
<PAGE>
ARTICLE IX
Concerning the Trustee
Section 9.01. DUTIES OF TRUSTEE. (a) The Trustee, prior to the
occurrence of an Event of Default and after the curing or waiver of all Events
of Default which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement as duties of the
Trustee. If an Event of Default has occurred and has not been cured or waived,
the Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and subject to Section 8.02(b) use the same degree of care and skill
in their exercise, as a prudent person would exercise under the circumstances in
the conduct of his own affairs.
(b) Upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments which are specifically
required to be furnished to the Trustee pursuant to any provision of this
Agreement, the Trustee shall examine them to determine whether they are in the
form required by this Agreement; PROVIDED, HOWEVER, that the Trustee shall not
be responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Master Servicer hereunder; PROVIDED, FURTHER, that the Trustee shall not be
responsible for the accuracy or verification of any calculation provided to it
pursuant to this Agreement.
(c) The Trustee shall make monthly distributions and the final
distribution to the Certificateholders as provided in Sections 6.01 and 10.01
herein.
(d) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; PROVIDED, HOWEVER, that:
(i) Prior to the occurrence of an Event of Default, and after
the curing or waiver of all such Events of Default which may have
occurred, the duties and obligations of the Trustee shall be determined
solely by the express provisions of this Agreement, the Trustee shall
not be liable except for the performance of such duties and obligations
as are specifically set forth in this Agreement, no implied covenants
or obligations shall be read into this Agreement against the Trustee
and, in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Agreement;
(ii) The Trustee shall not be liable in its individual
capacity for an error of judgment made in good faith by a Responsible
Officer or Responsible Officers of the Trustee, unless it shall be
proved that the Trustee was negligent in ascertaining the pertinent
facts;
(iii) The Trustee shall not be liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the directions of the Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than 25%
of the Trust Fund, if such action or non-action relates to the time,
method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or other power conferred upon
the Trustee, under this Agreement; and
(iv) The Trustee shall not be required to take notice or be
deemed to have notice or knowledge of any default or Event of Default
unless a Responsible Officer of the Trustee's Corporate Trust Office
shall have actual knowledge thereof. In the absence of such notice, the
Trustee may conclusively assume there is no such default or Event of
Default.
The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of, any
of the obligations of the Master Servicer under this Agreement, except during
such time, if any, as the Trustee shall be the successor to, and be vested with
the rights, duties, powers and privileges of, the Master Servicer in accordance
with the terms of this Agreement.
(e) All funds received by the Trustee and required to be deposited in
the Certificate Account and the Custody Account pursuant to this Agreement will
be promptly so deposited by the Trustee. The Trustee shall not be liable for
interest or other compensation on uninvested funds held under this Agreement.
(f) Except for those actions that the Trustee is required to take
hereunder, the Trustee shall have no obligation or liability to take any action
or to refrain from taking any action hereunder in the absence of written
direction as provided hereunder.
Section 9.02. CERTAIN MATTERS AFFECTING THE TRUSTEE. Except as
otherwise provided in Section 9.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting in reliance on any resolution, Officer's
Certificate, certificate of a Servicing Officer, certificate of
auditors or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or other paper
or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection with respect to any action taken or
suffered or omitted by it hereunder in good faith and in accordance
with such advice or Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Agreement, other than its
obligation to give notices pursuant to this Agreement, or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders pursuant
to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred
therein or thereby. Nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of an Event of
Default of which a Responsible Officer of the Trustee's Corporate Trust
Office has actual knowledge (which has not been cured or waived),
subject to Section 8.02(b), to exercise such of the rights and powers
vested in it by this Agreement, and to use the same degree of care and
skill in their exercise, as a prudent person would exercise under the
circumstances in the conduct of his own affairs;
(iv) The Trustee shall not be liable in its individual
capacity for any action taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder
and after the curing or waiver of all Events of Default which may have
occurred, the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so
by Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than 25% of the Trust Fund and provided that the
payment within a reasonable time to the Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, reasonably assured to
the Trustee by the security afforded to it by the terms of this
Agreement. The Trustee may require reasonable indemnity against such
expense or liability as a condition to taking any such action. The
reasonable expense of every such examination shall be paid by the
Certificateholders requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or through
Affiliates, agents or attorneys; PROVIDED, HOWEVER, that the Trustee
may not appoint any agent to perform its custodial functions with
respect to the Mortgage Files other than the Custodian or paying agent
functions under this Agreement without the express written consent of
the Master Servicer, which consent will not be unreasonably withheld
and provided further that the Master Servicer hereby consents to the
appointment of Norwest to perform the custodial functions provided for
herein on behalf of the Trustee. The Trustee shall not be liable or
responsible for the misconduct or negligence of any of the Trustee's
agents or attorneys or a custodian or paying agent appointed hereunder
by the Trustee with due care and, when required, with the consent of
the Master Servicer;
(vii) Should the Trustee deem the nature of any action
required on its part, other than a payment or transfer under Subsection
4.02(b) or Section 4.03, to be unclear, the Trustee may require prior
to such action that it be provided by the Master Servicer with
reasonable further instructions;
(viii) The right of the Trustee to perform any discretionary
act enumerated in this Agreement shall not be construed as a duty, and
the Trustee shall not be accountable for other than its negligence or
willful misconduct in the performance of any such act;
(ix) The Trustee shall not be required to give any bond or
surety with respect to the execution of the trust created hereby or the
powers granted hereunder; and
(x) The Trustee shall have no duty to conduct any affirmative
investigation as to the occurrence of any condition requiring the
repurchase of any Mortgage Loan by BSMCC pursuant to this Agreement
and/or the Mortgage Loan Purchase Agreement or the eligibility of any
Mortgage Loan for purposes of this Agreement.
Section 9.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than the signature
and countersignature of the Trustee on the Certificates) shall be taken as the
statements of the Seller, and the Trustee shall have no responsibility for their
correctness. The Trustee makes no representation as to the validity or
sufficiency of the Certificates (other than the signature and countersignature
of the Trustee on the Certificates) or of any Mortgage Loan except as expressly
provided in Sections 2.02 and 2.05 hereof; provided, however, that the foregoing
shall not relieve the Trustee of the obligation to cause the Custodian to review
the Mortgage Files pursuant to Sections 2.02 and 2.04. The Trustee's signature
and countersignature (or countersignature of its agent) on the Certificates
shall be solely in its capacity as Trustee and shall not constitute the
Certificates an obligation of the Trustee in any other capacity. The Trustee
shall not be accountable for the use or application by the Seller of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Seller with respect to the Mortgage Loans.
Subject to the provisions of Section 2.05, the Trustee shall not be responsible
for the legality or validity of this Agreement or any document or instrument
relating to this Agreement, the validity of the execution of this Agreement or
of any supplement hereto or instrument of further assurance, or the validity,
priority, perfection or sufficiency of the security for the Certificates issued
hereunder or intended to be issued hereunder. The Trustee shall at no time have
any responsibility or liability for or with respect to the legality, validity
and enforceability of any Mortgage or any Mortgage Loan, or the perfection and
priority of any Mortgage or the maintenance of any such perfection and priority,
or for or with respect to the sufficiency of the Trust Fund or its ability to
generate the payments to be distributed to Certificateholders, under this
Agreement. The Trustee shall have no responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise perfect
or maintain the perfection of any security interest or lien granted to it
hereunder or to record this Agreement.
Section 9.04. TRUSTEE MAY OWN CERTIFICATES. The Trustee in its
individual capacity or in any capacity other than as Trustee hereunder may
become the owner or pledgee of any Certificates with the same rights it would
have if it were not Trustee, and may otherwise deal with the parties hereto.
Section 9.05. TRUSTEE'S FEES AND EXPENSES. The Master Servicer
covenants and agrees to pay to the Trustee the Trustee's Fees as set forth in,
and in accordance with, such understanding as may be agreed to between such
parties. Such compensation obligation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust.
Section 9.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE. The Trustee and
any successor Trustee shall during the entire duration of this Agreement be a
state bank or trust company or a national banking association organized and
doing business under the laws of such state or the United States of America,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus and undivided profits of at least $40,000,000 or, in the
case of a successor Trustee, $50,000,000, subject to supervision or examination
by federal or state authority and, in the case of a successor Trustee other than
pursuant to Section 9.10, rated in one of the two highest long-term debt
categories of, or otherwise acceptable to, each of the Rating Agencies. The
Trustee shall not be an Affiliate of the Master Servicer, unless the Trustee
acts as successor Master Servicer hereunder. If the Trustee publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 9.06 the combined capital and surplus of such corporation shall be
deemed to be its total equity capital (combined capital and surplus) as set
forth in its most recent report of condition so published. In case at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section 9.06, the Trustee shall resign immediately in the manner and with the
effect specified in Section 9.08.
Section 9.07. INSURANCE. The Trustee, at its own expense, shall at all
times maintain and keep in full force and effect: (i) fidelity insurance, (ii)
theft of documents insurance and (iii) forgery insurance (which may be
collectively satisfied by a "Financial Institution Bond" and/or a "Bankers'
Blanket Bond"). All such insurance shall be in amounts, with standard coverage
and subject to deductibles, as are customary for insurance typically maintained
by banks which act as custodians for investor-owned mortgage pools. A
certificate of an officer of the Trustee as to the Trustee's compliance with
this Section 9.07 shall be furnished to the Master Servicer or any
Certificateholder upon reasonable written request.
Section 9.08. RESIGNATION AND REMOVAL OF THE TRUSTEE. (a) The Trustee
may at any time resign and be discharged from the Trust hereby created by giving
written notice thereof to the Master Servicer, with a copy to the Rating
Agencies. Upon receiving such notice of resignation, the Master Servicer shall
promptly appoint a successor Trustee by written instrument, in triplicate, one
copy of which instrument shall be delivered to each of the resigning Trustee and
the successor Trustee. If no successor Trustee shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.
(b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 9.06 and shall fail to resign after
written request therefor by the Master Servicer or if at any time the Trustee
shall become incapable of acting, or shall be adjudged a bankrupt or insolvent,
or a receiver of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Master Servicer shall be entitled to remove the Trustee and appoint a successor
Trustee by written instrument, in triplicate, one copy of which instrument shall
be delivered to each of the Trustee so removed and the successor Trustee.
(c) The Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than 51% of the Trust Fund may at any time remove
the Trustee and appoint a successor Trustee by written instrument or
instruments, in quadruplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Master Servicer, the Trustee so removed and the successor so appointed.
(d) No resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 9.08 shall
become effective except upon appointment of and acceptance of such appointment
by the successor Trustee as provided in Section 9.09.
Section 9.09. SUCCESSOR TRUSTEE. (a) Any successor Trustee appointed
as provided in Section 9.08 shall execute, acknowledge and deliver to the Master
Servicer and to its predecessor Trustee an instrument accepting such appointment
hereunder. The resignation or removal of the predecessor Trustee shall then
become effective and such successor Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein. The predecessor Trustee shall after payment of its
outstanding fees and expenses promptly deliver to the successor Trustee all
assets and records of the Trust held by it hereunder, and the Master Servicer
and the predecessor Trustee shall execute and deliver such instruments and do
such other things as may reasonably be required for more fully and certainly
vesting and confirming in the successor Trustee all such rights, powers, duties
and obligations.
(b) No successor Trustee shall accept appointment as provided in this
Section 9.09 unless at the time of such acceptance such successor Trustee shall
be eligible under the provisions of Section 9.06.
(c) Upon acceptance of appointment by a successor Trustee as provided
in this Section 9.09, the successor Trustee shall mail notice of the succession
of such Trustee hereunder to all Certificateholders at their addresses as shown
in the Certificate Register and to the Rating Agencies. The Master Servicer
shall pay the cost of any mailing by the successor Trustee.
Section 9.10. MERGER OR CONSOLIDATION OF TRUSTEE. Any state bank or
trust company or national banking association into which the Trustee may be
merged or converted or with which it may be consolidated or any state bank or
trust company or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any state
bank or trust company or national banking association succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such state bank or trust company or
national banking association shall be eligible under the provisions of Section
9.06. Such succession shall be valid without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.
Section 9.11. APPOINTMENT OF CO-TRUSTEE OR SEPARATE Trustee. (a)
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Trust or property constituting the same may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee and the Master Servicer to act as co-trustee or co-trustees, jointly
with the Trustee, or separate trustee or separate trustees, of all or any part
of the Trust, and to vest in such Person or Persons, in such capacity, such
title to the Trust, or any part thereof, and, subject to the other provisions of
this Section 9.11, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable.
(b) If the Master Servicer shall not have joined in such appointment
within 15 days after the receipt by it of a written request so to do, or in case
an Event of Default with respect to the Master Servicer shall have occurred and
be continuing, the Trustee shall have the power to make such appointment without
the Master Servicer.
(c) No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor Trustee under Section 9.06
hereunder and no notice to Certificateholders of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 9.08
hereof.
(d) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 9.11, all rights, powers, duties and obligations
conferred or imposed upon the Trustee and required to be conferred on such
co-trustee shall be conferred or imposed upon and exercised or performed by the
Trustee and such separate trustee or co-trustee jointly, except to the extent
that under any law of any jurisdiction in which any particular act or acts are
to be performed (whether as Trustee hereunder or as successor to the Master
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.
(e) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(f) To the extent not prohibited by law, any separate trustee or
co-trustee may, at any time, request the Trustee, its agent or attorney-in-fact,
with full power and authority, to do any lawful act under or with respect to
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor Trustee.
(g) No trustee under this Agreement shall be personally liable by
reason of any act or omission of another trustee under this Agreement. The
Master Servicer and the Trustee acting jointly may at any time accept the
resignation of or remove any separate trustee or co-trustee, except that
following the occurrence of any Event of Default which has not been cured, the
Trustee acting alone may accept the resignation of or remove any separate
trustee or co-trustee.
Section 9.12. MASTER SERVICER SHALL PROVIDE INFORMATION AS REASONABLY
REQUIRED. The Master Servicer shall furnish to the Trustee, during the term of
this Agreement, such periodic, special, or other reports or information (and in
such electronic format or other means acceptable to the Trustee) as the Master
Servicer may have in its possession and as may reasonably be requested by the
Trustee in order to fulfill its duties and obligations under this Agreement.
Section 9.13. FEDERAL INFORMATION RETURNS AND REPORTS TO
CERTIFICATEHOLDERS. (a) For federal income tax purposes, the taxable year of
each of REMIC shall be a calendar year and the Master Servicer shall maintain or
cause the maintenance of the books of each Series REMIC on the accrual method of
accounting.
(b) The Master Servicer shall prepare and timely deliver to the
Trustee, and the Trustee will file or cause to be filed with the Internal
Revenue Service Federal tax information returns or elections required to be made
by the Trustee hereunder, with respect to each Series REMIC, the Trust Fund, if
applicable, and the Certificates containing such information and at the times
and in the manner as may be required by the Code or applicable Treasury
regulations, and shall furnish to each Holder of Certificates at any time during
the calendar year for which such returns or reports are made such statements or
information at the times and in the manner as may be required thereby. In
connection with the foregoing, the Master Servicer shall provide the name and
address of the person who can be contacted to obtain information required to be
reported to the holders of regular interests in each Series REMIC (the "REMIC
Reporting Agent") as required by IRS Form 8811. The Trustee shall make the
elections to treat each Series REMIC as a REMIC (which election shall apply to
the taxable period ending December 31, 1998 and each calendar year thereafter)
in such manner as the Code or applicable Treasury regulations may prescribe and
the Master Servicer agrees to prepare and timely deliver to the Trustee any
forms required to be executed in order to make any such election. The Trustee
shall sign all tax information returns filed pursuant to this Section and any
other returns as may be required by the Code, and in doing so shall rely
entirely upon, and shall have no liability for information provided by, forms
prepared by, or calculations provided by, the Seller or the Master Servicer. The
Holder of the Class R-1 Certificate is hereby designated as the "Tax Matters
Person" (within the meaning of Treas. Reg. " 1.860F-4(d)) for REMIC I, the
Holder of the Class R-2 Certificate is hereby designated as "Tax Matters Person"
for REMIC II, the Holder of the Class R-3 Certificate is hereby designated as
"Tax Matters Person" for REMIC III, the Holder of the Class R-4 Certificate is
hereby designated as "Tax Matters Person" for REMIC IV, the Holder of the Class
R-5 Certificate is hereby designated as "Tax Matters Person" for REMIC V and the
Holder of the Class R-6 Certificate is hereby designated as "Tax Matters Person"
for REMIC VI. The Master Servicer is hereby designated and appointed as the
agent of each such Tax Matters Person. Any Holder of a Residual Certificate will
by acceptance thereof appoint the Master Servicer as agent and attorney-in-fact
for the purpose of acting as Tax Matters Person for each Series REMIC during
such time as the Master Servicer does not own any such Residual Certificate. In
the event that the Code or applicable Treasury regulations prohibit the Trustee
from signing tax or information returns or other statements, or the Master
Servicer from acting as Tax Matters Person (as an agent or otherwise), the
Trustee and the Master Servicer shall take whatever action that in their good
faith judgment is necessary for the proper filing of such information returns or
for the provision of a tax matters person, including designation of the Holder
of a Residual Certificate to sign such returns or act as tax matters person.
Each Holder of a Residual Certificate shall be bound by this Section.
(c) The Master Servicer shall provide upon request and receipt of
reasonable compensation, such information as required in Section 860D(a)(6)(B)
of the Code to the Internal Revenue Service, to any Person purporting to
transfer a Residual Certificate to a Person other than a transferee permitted by
Section 5.05(b), and to any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate, organization described in
Section 1381 of the Code, or nominee holding an interest in a pass-through
entity described in Section 860E(e)(6) of the Code, any record holder of which
is not a transferee permitted by Section 5.05(b) (or which is deemed by statute
to be an entity with a disqualified member).
(d) The Master Servicer shall prepare and timely deliver to the
Trustee, and the Trustee shall file or cause to be filed any state income tax
returns required under Applicable State Law with respect to each Series REMIC or
the Trust Fund.
(e) The Master Servicer, as agent for each Tax Matters Person, shall
represent the Trust Fund and each REMIC in any administrative or judicial
proceeding relating to an examination or audit by any governmental taxing
authority with respect thereto. The expenses of any such contest, audit,
controversy or proceeding, including but not limited to the fees and expenses of
the Master Servicer, its attorneys, its accountants, and its financial advisors,
except any such expenses caused by the Master Servicer's negligence or willful
misconduct, shall be the obligations of the Trust Fund created hereunder and
reimbursed pursuant to Section 7.04(d)
<PAGE>
ARTICLE X
Termination
Section 10.01. TERMINATION UPON REPURCHASE BY THE SELLER OR ITS
DESIGNEE OR LIQUIDATION OF THE MORTGAGE LOANS. (a) Subject to Section 10.02, the
respective obligations and responsibilities of the Seller, the Master Servicer,
the Custodian and the Trustee created hereby, other than the obligation of the
Trustee or the Master Servicer to make payments to Certificateholders as
hereinafter set forth and to the Trustee, shall terminate upon:
(i) with respect to a Mortgage Loan Group, upon the repurchase
by or at the direction of the Seller or its designee (or if the Seller
or its designee do not exercise such option, the Master Servicer) of
all Mortgage Loans in such Mortgage Loan Group and all REO Property
remaining in the Trust relating to such Mortgage Loan Group at a price
equal to (a) 100% of the Outstanding Principal Balance of each Mortgage
Loan in such Mortgage Loan Group (other than a Mortgage Loan related to
REO Property) as of the date of repurchase, net of the principal
portion of any unreimbursed Monthly Advances made by the purchaser,
together with interest at the applicable Mortgage Interest Rate accrued
but unpaid through and including the last day of the month of
repurchase, plus (b) the appraised value of any REO Property, less the
good faith estimate of the Seller of liquidation expenses to be
incurred in connection with its disposal thereof (but not more than the
Outstanding Principal Balance of the related Mortgage Loan, together
with interest at the applicable Mortgage Interest Rate accrued on that
balance but unpaid through and including the last day of the month of
repurchase), such appraisal to be calculated by an appraiser mutually
agreed upon by the Seller and the Trustee at the expense of the Seller;
or
(ii) upon the later of the making of the final payment or
other liquidation, or any advance with respect thereto, of the last
Mortgage Loan remaining in the Trust Fund or the disposition of all
property acquired with respect to any such Mortgage Loan; PROVIDED,
HOWEVER, that in the event that an advance has been made, but not yet
recovered, at the time of such termination, the Person having made such
advance shall be entitled to receive, notwithstanding such termination,
any payments received subsequent thereto with respect to which such
advance was made.
(b) In no event, however, shall the Trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date of this Agreement.
(c) [Reserved.]
(d) The right of the Seller or its designee or the Master Servicer, as
the case may be, to repurchase all Mortgage Loans in a Mortgage Loan Group
pursuant to Subsection 10.01(a)(i) above shall be exercisable only if (i) in the
case of the Seller, its designee or the Master Servicer, the aggregate unpaid
principal balance of the Mortgage Loans in such Mortgage Loan Group at the time
of any such repurchase is less than 10% of the portion of the Cut-off Date
Balance (or, with respect to the Master Servicer, 2.5% of the portion of the
Cut-off Date Balance) allocable to such Mortgage Loan Group or (ii) in the case
of the Seller, the Seller, based upon an Opinion of Counsel, has determined that
the REMIC status of any Series REMIC has been lost or that a substantial risk
exists that such REMIC status will be lost for the then-current taxable year. At
any time thereafter, in the case of (i) above, the Seller, its designee or the
Master Servicer, as the case may be, and in the case of (ii) above, the Seller
may elect to terminate the related Series REMIC at any time, and upon such
election, the Seller or its designee or the Master Servicer, as the case may be,
shall repurchase all the Mortgage Loans of the related Mortgage Loan Group.
(e) [Reserved].
(f) The Trustee shall give notice of any termination to the
Certificateholders, with a copy to the Rating Agencies, upon which the
Certificateholders shall surrender their Certificates to the Trustee for payment
of the final distribution and cancellation. Such notice shall be given by
letter, mailed not earlier than the 15th day and not later than the 25th day of
the month next preceding the month of such final distribution, and shall specify
(i) the Distribution Date upon which final payment of the Certificates will be
made upon presentation and surrender of the Certificates at the office of the
Trustee therein designated, (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office of the Trustee therein specified.
(g) If the option of the Seller or the Master Servicer, as the case
may be, to repurchase or cause the repurchase of all Mortgage Loans in a
Mortgage Loan Group under Subsection 10.01(a)(i) above is exercised, the Seller
and/or its designee or the Master Servicer, as the case may be, shall deliver to
the Trustee for deposit in the Certificate Account, by the Business Day prior to
the applicable Distribution Date, an amount equal to the repurchase price for
the Mortgage Loans being purchased by it and all property acquired with respect
to such Mortgage Loans remaining in the applicable Series REMIC. Upon the
presentation and surrender of the Certificates, the Trustee shall distribute an
amount equal to (i) the amount otherwise distributable to the Certificateholders
(other than the holder of the Class or Classes of Residual Certificate
corresponding to such Mortgage Loan Group) on such Distribution Date but for
such repurchase, (ii) the Current Principal Amount and any accrued but unpaid
interest at the Pass-Through Rate to the Certificateholders of each Class, and
(iii) the remainder to the applicable Residual Certificateholder. If the
relevant Group Available Funds are not sufficient to pay all of the related
Certificates in full, any such deficiency will be allocated to the outstanding
Class or Classes of Subordinate Certificates in the related Certificate Group
having the highest numerical designation or if after the applicable Cross-Over
Date to the Senior Certificates of the related Certificate Group pro rata. Upon
deposit of the required repurchase price and following such final Distribution
Date, the Trustee shall cause the Custodian to release promptly to the Seller
and/or its designee or the Master Servicer, as the case may be, the Mortgage
Files for the remaining Mortgage Loans, and the Accounts shall terminate,
subject to the Trustee's obligation to hold any amounts payable to
Certificateholders in trust without interest pending final distributions
pursuant to Subsection 10.01(i).
(h) In the event that this Agreement is terminated by reason of the
payment or liquidation of all Mortgage Loans or the disposition of all property
acquired with respect to all Mortgage Loans under Subsection 10.01(a)(ii) above,
each Sub-Servicer shall deliver to the Trustee for deposit in the appropriate
sub-account of the Certificate Account all distributable amounts remaining in
their Protected Accounts. Upon the presentation and surrender of the
Certificates, the Trustee shall distribute to the Certificateholders, in
accordance with their respective interests, all distributable amounts remaining
in the Certificate Account. Upon deposit by any Sub-Servicers of such
distributable amounts and delivery to the Trustee of an Officer's Certificate
from the Master Servicer certifying that such deposit has been made, and
following such final Distribution Date, the Trustee shall cause the Custodian to
release promptly to the Seller or its designee or the Master Servicer, as the
case may be, the Mortgage Files for the remaining Mortgage Loans, and the
Accounts shall terminate, subject to the Trustee's obligation to hold any
amounts payable to the Certificateholders in trust without interest pending
final distributions pursuant to Subsection 10.01(i).
(i) If not all of the Certificateholders shall surrender their
Certificates for cancellation within six months after the time specified in the
above-mentioned written notice, the Trustee shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice, not all the Certificates shall have been
surrendered for cancellation, the Trustee may take appropriate steps, or appoint
any agent to take appropriate steps, to contact the remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds and other assets which remain subject to this Agreement.
Section 10.02 ADDITIONAL TERMINATION REQUIREMENTS. (a) If the option
of the Seller or the Master Servicer to repurchase all the Mortgage Loans in a
Mortgage Loan Group under Subsection 10.01(a)(i) above is exercised, the
corresponding Series REMIC shall be terminated in accordance with the following
additional requirements, unless the Trustee has been furnished with an Opinion
of Counsel to the effect that the failure of the Trust to comply with the
requirements of this Section 10.02 will not (i) result in the imposition of
taxes on "prohibited transactions" as defined in Section 860F of the Code on any
Series REMIC or (ii) cause any Series REMIC to fail to qualify as a REMIC at any
time that any Regular Certificates are outstanding:
(i) within 90 days prior to the final Distribution Date, at
the written direction of the Seller, the Trustee, as agent for the
respective Tax Matters Persons, shall adopt a plan of complete
liquidation of any of the Series REMICs provided to it by the Seller
meeting the requirements of a "Qualified Liquidation" under Section
860F of the Code and any regulations thereunder.
(ii) at or after the time of adoption of such a plan of
complete liquidation of any of the Series REMICs and at or prior to the
final Distribution Date, the Trustee shall sell for cash all of the
assets of the Trust to or at the direction of the Seller; and
(iii) at the time of the making of the final payment on any
such Group of Certificates, the Trustee shall distribute or credit from
the Certificate Account (or cause
to be distributed or credited) (i) to the Certificateholders, other
than the Holder of the corresponding Residual Certificates, the Current
Principal Amount of the Certificates plus 30 days' interest thereon at
the applicable Pass-Through Rate, and (ii) to the corresponding
Residual Certificateholder, all cash on hand from the Certificate
Account relating to the Mortgage Loan Group (other than cash retained
to meet claims); and the corresponding Series REMIC shall terminate at
such time.
(b) By their acceptance of the Residual Certificates, the Holders
thereof hereby (i) agree to adopt such a plan of complete liquidation of the
relevant Series REMIC upon the written request of the Seller and to take such
action in connection therewith as may be reasonably requested by the Seller and
(ii) appoint the Seller as their attorney-in-fact, with full power of
substitution, for purposes of adopting such a plan of complete liquidation. The
Trustee shall adopt such plan of liquidation by filing the appropriate statement
on the final tax return of such Series REMIC.
(c) At such time as each of REMIC I, REMIC II, REMIC III and REMIC IV
are terminated either by a complete liquidation or upon final distribution of
all of the assets of REMIC I, REMIC II, REMIC III and REMIC IV, respectively, is
made, both REMIC V and REMIC VI shall also terminate.
<PAGE>
ARTICLE XI
Miscellaneous Provisions
Section 11.01. INTENT OF PARTIES. The parties intend that each of the
Series REMICs shall be treated as a REMIC for federal income tax purposes and
that the provisions of this Agreement should be construed in furtherance of this
intent.
Section 11.02. AMENDMENT. (a) This Agreement may be amended from time
to time by the Seller, the Trustee and the Master Servicer, without notice to or
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein that may be defective or inconsistent with
any other provisions herein, to comply with any changes in the Code or to make
any other provisions with respect to matters or questions arising under this
Agreement which shall not be inconsistent with the provisions of this Agreement;
PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of
Independent Counsel, adversely affect in any material respect the interests of
any Certificateholder.
(b) This Agreement may also be amended from time to time by the
Seller, the Trustee and the Master Servicer, with the consent of the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than
51% of the Trust Fund or of the applicable Class or Classes if such amendment
affects only such Class or Classes for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Certificateholders; PROVIDED,
HOWEVER, that no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, payments received on Mortgage Loans which are required to
be distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) reduce the aforesaid percentage of Certificates the Holders of
which are required to consent to any such amendment, without the consent of the
Holders of all Certificates then outstanding, or (iii) cause any of the Series
REMICs to fail to qualify as a REMIC for federal income tax purposes, as
evidenced by an Opinion of Independent Counsel which shall be provided to the
Trustee other than at the Trustee's expense. Notwithstanding any other provision
of this Agreement, for purposes of the giving or withholding of consents
pursuant to Section 11.02(b), Certificates registered in the name of or held for
the benefit of the Seller, the Master Servicer, a Sub-Servicer or the Trustee or
any Affiliate thereof shall be entitled to vote their Undivided Fractional
Interests with respect to matters affecting such Certificates.
(c) Promptly after the execution of any such amendment, the Trustee
shall furnish a copy of such amendment or written notification of the substance
of such amendment to each Certificateholder, with a copy to the Rating Agencies.
(d) In the case of an amendment under Subsection 11.02(b) above, it
shall not be necessary for the Certificateholders to approve the particular form
of such an amendment. Rather, it shall be sufficient if the Certificateholders
approve the substance of the amendment. The manner of obtaining such consents
and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable regulations as the
Trustee may prescribe.
(e) Prior to the execution of any amendment to this Agreement, the
Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating
that the execution of such amendment is authorized or permitted by this
Agreement. The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's own rights, duties or immunities under
this Agreement.
Section 11.03. RECORDATION OF AGREEMENT. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public recording office or elsewhere. The Master
Servicer shall effect such recordation, at the expense of the Trust upon the
request in writing of a Certificateholder, but only if such direction is
accompanied by an Opinion of Counsel (provided at the expense of the
Certificateholder requesting recordation) to the effect that such recordation
would materially and beneficially affect the interests of the Certificateholders
or is required by law.
Section 11.04. LIMITATION ON RIGHTS OF Certificateholders. (a) The
death or incapacity of any Certificateholder shall not terminate this Agreement
or the Trust, nor entitle such Certificateholder's legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding up of the Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.
(b) Except as expressly provided in this Agreement, no
Certificateholders shall have any right to vote or in any manner otherwise
control the operation and management of the Trust, or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Certificates, be construed so as to establish the Certificateholders from
time to time as partners or members of an association; nor shall any
Certificateholders be under any liability to any third Person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon, under or with respect to this Agreement against the
Seller, the Master Servicer or any successor to any such parties unless (i) such
Certificateholder previously shall have given to the Trustee a written notice of
a continuing default, as herein provided, (ii) the Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than 51% of the
Trust Fund shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs and expenses and liabilities to be incurred therein or thereby, and (iii)
the Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding.
(d) No one or more Certificateholders shall have any right by virtue
of any provision of this Agreement to affect the rights of any other
Certificateholders or to obtain or seek to obtain priority or preference over
any other such Certificateholder, or to enforce any right under this Agreement,
except in the manner herein provided and for the equal, ratable and common
benefit of all Certificateholders. For the protection and enforcement of the
provisions of this Section 11.04, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.05. ACTS OF CERTIFICATEHOLDERS. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Agreement to be given or taken by Certificateholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Certificateholders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is expressly required, to the Seller. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and conclusive in favor of the Trustee and the Seller,
if made in the manner provided in this Section 11.05.
(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (notwithstanding any notation of
ownership or other writing on such Certificates, except an endorsement in
accordance with Section 5.02 made on a Certificate presented in accordance with
Section 5.04) shall be proved by the Certificate Register, and neither the
Trustee, the Seller, the Master Servicer nor any successor to any such parties
shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the holder of any Certificate shall bind every future
holder of the same Certificate and the holder of every Certificate issued upon
the registration of transfer or exchange thereof, if applicable, or in lieu
thereof with respect to anything done, omitted or suffered to be done by the
Trustee, the Seller, the Master Servicer, the Custodian or any successor to any
such party in reliance thereon, whether or not notation of such action is made
upon such Certificates.
(e) In determining whether the Holders of the requisite percentage of
Certificates evidencing Fractional Undivided Interests have given any request,
demand, authorization, direction, notice, consent or waiver hereunder,
Certificates owned by the Trustee, the Seller, the Master Servicer or any
Sub-Servicer or any Affiliate thereof shall be disregarded, except as otherwise
provided in Section 11.02(b) and except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Certificates which the Trustee knows
to be so owned shall be so disregarded. Certificates which have been pledged in
good faith to the Trustee, the Seller, the Master Servicer or any Sub-Servicer
or any Affiliate thereof may be regarded as outstanding if the pledgor
establishes to the satisfaction of the Trustee the pledgor's right to act with
respect to such Certificates and that the pledgor is not an Affiliate of the
Trustee, the Seller, the Master Servicer or any Sub-Servicer, as the case may
be.
Section 11.06. [Reserved]
Section 11.07. GOVERNING LAW. THIS AGREEMENT AND THE CERTIFICATES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO ITS CONFLICT OF LAWS RULES AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.08. NOTICES. All demands and notices hereunder shall be in
writing and shall be deemed given when delivered at or mailed by registered
mail, return receipt requested, postage prepaid, or by recognized overnight
courier, to (i) in the case of the Seller, 245 Park Avenue, New York, New York
10167, Attention: Vice President-Servicing (but with respect to monthly reports
sent pursuant to Section 6.07(b), Attention: Lynn Lin), or to such other address
as may hereafter be furnished to the other parties hereto in writing; (ii) in
the case of the Master Servicer, 11000 Broken Land Parkway, Columbia, Maryland
21044, Attention: Master Servicing Department (SAMI 1998-8) or such other
address as may hereafter be furnished to the other parties in writing; (iii) in
the case of the Trustee, at its Corporate Trust Office, or such other address as
may hereafter be furnished to the other parties hereto in writing; or (iv) in
the case of the Rating Agencies, (x) Fitch IBCA, Inc., One State Street Plaza,
New York, New York 10004, Attention: Residential Mortgage Department, and (y)
Standard & Poor's Rating Services, a Division of The McGraw-Hill Companies,
Inc., 26 Broadway, New York, New York, 10004, Attention: Residential Mortgage
Surveillance. Any notice delivered to the Seller, the Master Servicer or the
Trustee under this Agreement shall be effective only upon receipt. Any notice
required or permitted to be mailed to a Certificateholder, unless otherwise
provided herein, shall be given by first-class mail, postage prepaid, at the
address of such Certificateholder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 11.09. SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severed from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
Section 11.10. SUCCESSORS AND ASSIGNS. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto.
Section 11.11. ARTICLE AND SECTION HEADINGS. The article and section
headings herein are for convenience of reference only, and shall not limit or
otherwise affect the meaning hereof.
Section 11.12. COUNTERPARTS. This Agreement may be executed in two or
more counterparts each of which when so executed and delivered shall be an
original but all of which together shall constitute one and the same instrument.
Section 11.13 NOTICE TO RATING AGENCIES. The article and section
headings herein are for convenience of reference only, and shall not limited or
otherwise affect the meaning hereof. The Trustee shall use its best efforts to
promptly provide notice to each Rating Agency with respect to each of the
following of which it has actual knowledge:
1. Any material change or amendment to this Agreement;
2. The occurrence of any Event of Default that has not been cured;
3. The resignation or termination of the Master Servicer or the
Trustee;
4. The repurchase or substitution of Mortgage Loans;
5. The final payment to Certificateholders; and
6. Any change in the location of the Custody Account or the
Certificate Account.
In addition, in accordance with Section 6.06 and Section 3.16, the
Trustee and the Master Servicer, respectively, shall promptly furnish to each
Rating Agency copies of the following:
1. Each report to Certificateholders described in Section 6.06; and
2. Each annual independent public accountants' servicing report
received as described in Section 3.16.
<PAGE>
IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.
STRUCTURED ASSET MORTGAGE INVESTMENTS
INC., as Seller
By: /s/ Mary Haggerty
------------------------
Name: Mary Haggerty
Title: Vice President
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Master Servicer and Custodian
By: /s/ Peter J. Masterman
---------------------------
Name: Peter J. Masterman
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By: /s/ Rick Tarnas
----------------------------
Name: Rick Tarnas
Title: Vice President
Accepted and Agreed as to
Sections 2.02, 2.03A and 2.04
BEAR STEARNS MORTGAGE CAPITAL
CORPORATION
By: /s/ Baron Silverstein
--------------------------
Name: Baron Silverstein
Title: Vice President
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of June, 1998 before me, a notary public in and for
said State, personally appeared Mary P. Haggerty, known to me to be a Vice
President of Structured Asset Mortgage Investments Inc., the corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Heide M. Kahn
----------------------------
Notary Public
No. 02KA5046954
Commission Expires July 24, 1999
[Notarial Seal]
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of June, 1998 before me, a notary public in and for
said State, personally appeared Baron Silverstein, known to me to be a Vice
President of Bear Stearns Mortgage Capital Corporation, the corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Steve Levitan
------------------------
Notary Public
No. 24-4922615
Commission Expires February 16, 2000
[Notarial Seal]
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of June, 1998 before me, a notary public in and for
said State, personally appeared Peter J. Masterman, known to me to be a Vice
President of Norwest Bank Minnesota, National Association, the corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Maria K. Montgomery
-------------------------------
Notary Public
No. 01MO5025703
Commission Expires April 4, 2000
[Notarial Seal]
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of June, 1998 before me, a notary public in and for
said State, personally appeared Rick Tarnas, known to me who, being by me duly
sworn, did depose and say that he/she is a Vice President of The First National
Bank of Chicago, one of the parties that executed the foregoing instrument; that
he/she knows the seal of said Bank; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board of Directors
of said Bank; and that he/she signed his/her name thereto by order of the Board
of Directors of said Bank.
/s/ Maria K. Montgomery
-------------------------------
Notary Public
No. 01MO5025703
Commission Expires April 4, 2000
[Notarial Seal]
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 1-A-1-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H AX 7
CUT-OFF DATE : JUNE 1, 1998 CLASS : 1-A-1
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $99,602,894
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 7.00% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $99,602,894
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_______________________________ By ______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual capacity
but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 1-A-2-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H AY 5
CUT-OFF DATE : JUNE 1, 1998 CLASS : 1-A-2
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $7,005,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 7.00% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $7,005,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By________________________________ By______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual capacity
but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 1-A-3-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H AZ 2
CUT-OFF DATE : JUNE 1, 1998 CLASS : 1-A-3
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $9,640,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 7.00% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $9,640,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 1-A-4-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BA 6
CUT-OFF DATE : JUNE 1, 1998 CLASS : 1-A-4
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $500,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 7.50% DURING THE FIRST APPROXIMATE ORIGINAL CLASS
12 INTEREST ACCRUAL PRINCIPAL AMOUNT : $500,000
PERIODS, 7.00% THEREAFTER
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_____________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 1-A-5-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BB 4
CUT-OFF DATE : JUNE 1, 1998 CLASS : 1-A-5
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $5,024,100
NATIONAL ASSOCIATION
PASS-THROUGH RATE : FLOATING APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $5,024,100
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
During the initial Interest Accrual Period, interest will accrue on this
Certificate at the rate of 6.4562% per annum. During each Interest Accrual
Period thereafter, interest will accrue on this Certificate at a per annum rate
of 0.80% above LIBOR, determined monthly as described in the Agreement, subject
to a maximum rate of 9.00% and a minimum rate of 0.80%. Interest on this
Certificate will accrue during the period beginning on the 25th day of each
month prior to the month in which a Distribution Date (as hereinafter defined)
occurs and ending on the 24th day of the month in which the Distribution Date
occurs on the Current Principal Amount hereof at a per annum rate equal to the
Pass-Through Rate. The Trustee will distribute on the 25th day of each month,
or, if such 25th day is not a Business Day, the immediately following Business
Day (each, a "Distribution Date"), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the calendar month preceding
the month of such Distribution Date, an amount equal to the product of the
Fractional Undivided Interest evidenced by this Certificate and the amount
required to be distributed to Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage Loan in
the related Mortgage Loan Group and is not likely to be the date on which the
Current Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The First AUTHORIZED OFFICER
NationalBank of Chicago, not in
its individual capacity but
solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 1-A-6-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BC 2
CUT-OFF DATE : JUNE 1, 1998 CLASS : 1-A-6
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $1,674,700
NATIONAL ASSOCIATION
PASS-THROUGH RATE : INVERSE FLOATING APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $1,674,700
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
During the initial Interest Accrual Period, interest will accrue on this
Certificate at the rate of 7.6312% per annum. During each Interest Accrual
Period thereafter, interest will accrue on this Certificate at a per annum rate
equal to 24.60% - (3.00 x LIBOR) determined monthly as described in the
Agreement, subject to a maximum rate of 24.60% and a minimum rate of 0.00%.
Interest on this Certificate will accrue during the period beginning on the 25th
day of each month prior to the month in which a Distribution Date (as
hereinafter defined) occurs and ending on the 24th day of the month on which the
Distribution Date occurs on the Current Principal Amount hereof at a per annum
rate equal to the Pass-Through Rate. The Trustee will distribute on the 25th day
of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the calendar
month preceding the month of such Distribution Date, an amount equal to the
product of the Fractional Undivided Interest evidenced by this Certificate and
the amount required to be distributed to Holders of Certificates of the same
Class as this Certificate. The Assumed Final Distribution Date is the
Distribution Date immediately following the latest scheduled maturity date of
any Mortgage Loan in the related Mortgage Loan Group and is not likely to be the
date on which the Current Principal Amount or Notional Amount, as applicable, of
this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECREASE AS THE CURRENT
PRINCIPAL AMOUNTS OF THE CLASS 1-A-5 AND CLASS 1-A-6 CERTIFICATES DECREASE.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS THEN NOTIONAL AMOUNT BY
INQUIRY OF THE TRUSTEE NAMED HEREIN.
THE YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE EXTREMELY SENSITIVE TO
THE RATE OF PRINCIPAL PAYMENTS ON THE MORTGAGE LOANS.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 1-A-7-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CN 7
CUT-OFF DATE : JUNE 1, 1998 CLASS : 1-A-7
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL NOTIONAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $6,698,800
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 0.25% APPROXIMATE ORIGINAL CLASS
NOTIONAL AMOUNT : $6,698,800
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
The notional principal amount of this Certificate on any Distribution Date
will be equal to the sum of the Current Principal Amount of the Class 1-A-5
Certificates and the Current Principal Amount of the Class 1-A-6 Certificates.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Notional Amount hereof at a per annum rate equal to the Pass-Through Rate. The
Trustee will distribute on the 25th day of each month, or, if such 25th day is
not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 1-A-8-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BD 0
CUT-OFF DATE : JUNE 1, 1998 CLASS : 1-A-8
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $14,534,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 7.00% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $14,534,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECREASE AS THE PRINCIPAL
BALANCES OF THE GROUP 1 NON-DISCOUNT MORTGAGE LOANS DECREASE. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE NOTIONAL AMOUNT OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS THEN NOTIONAL AMOUNT BY INQUIRY OF
THE TRUSTEE NAMED HEREIN.
THE YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE EXTREMELY SENSITIVE TO
THE RATE OF PRINCIPAL PAYMENTS ON THE MORTGAGE LOANS.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 1-X-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BE 8
CUT-OFF DATE : JUNE 1, 1998 CLASS : 1-X
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL NOTIONAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $130,900,105
NATIONAL ASSOCIATION
PASS-THROUGH RATE : VARIABLE APPROXIMATE ORIGINAL CLASS
NOTIONAL AMOUNT : $130,900,105
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
This Class of Certificates will have a Notional Amount equal to the
aggregate Scheduled Principal Balances of the Non-Discount Mortgage Loans in
Mortgage Loan Group 1 and will bear interest thereon at a variable Pass-Through
Rate equal to the weighted average of the excess of (a) the Net Rate on each
such Non-Discount Mortgage Loan over (b) 7.00% per annum. Interest on this
Certificate will accrue during the month prior to the month in which a
Distribution Date (as hereinafter defined) occurs on the Current Notional Amount
hereof at a per annum rate equal to the Pass-Through Rate. The Trustee will
distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the calendar month preceding the month of such Distribution
Date, an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date immediately following the latest
scheduled maturity date of any Mortgage Loan in the related Mortgage Loan Group
and is not likely to be the date on which the Current Principal Amount or
Notional Amount, as applicable, of this Class of Certificates will be reduced to
zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 2-A-1-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BF 5
CUT-OFF DATE : JUNE 1, 1998 CLASS : 2-A-1
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $10,121,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.50% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $10,121,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 2-A-2-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BG 3
CUT-OFF DATE : JUNE 1, 1998 CLASS : 2-A-2
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $3,757,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.35% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $3,757,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 2-A-3-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BH 1
CUT-OFF DATE : JUNE 1, 1998 CLASS : 2-A-3
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $7,472,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.40% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $7,472,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECREASE AS THE CURRENT
PRINCIPAL AMOUNTS OF THE CLASS 2-A-1, CLASS 2-A-2, AND CLASS 2-A-3 CERTIFICATES,
AND COMPONENT 2-A-6-I AND COMPONENT 2-A-6 II DECREASE. ACCORDINGLY, FOLLOWING
THE INITIAL ISSUANCE OF THE CERTIFICATES, THE NOTIONAL AMOUNT OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS THEN NOTIONAL AMOUNT BY INQUIRY OF
THE TRUSTEE NAMED HEREIN.
THE YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE EXTREMELY SENSITIVE TO
THE RATE OF PRINCIPAL PAYMENTS ON THE MORTGAGE LOANS.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 2-A-4-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BJ 7
CUT-OFF DATE : JUNE 1, 1998 CLASS : 2-A-4
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL NOTIONAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $2,227,593
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.75% APPROXIMATE ORIGINAL CLASS
NOTIONAL AMOUNT : $2,227,593
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
The notional principal amount of this Certificate on any Distribution Date
will be equal to the sum of: (i) the product of (A) 3.703703704% and (B) the
Current Principal Amount of the Class 2-A-1 Certificates, (ii) the product of
(A) 5.925925926% and (B) the Current Principal Amount of the Class 2-A-2
Certificates, (iii) the product of (A) 5.185185185% and (B) the Current
Principal Amount of the Class 2-A-3 Certificates, (iv) the product of (A)
3.703703704% and (B) the Current Principal Amount of Component 2-A-6-I, and (v)
the product of (A) 3.703703704% and (B) the Current Principal Amount of
Component 2-A-6-II. Interest on this Certificate will accrue during the month
prior to the month in which a Distribution Date (as hereinafter defined) occurs
on the Notional Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 2-A-5-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BK 4
CUT-OFF DATE : JUNE 1, 1998 CLASS : 2-A-5
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $5,000,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.75% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $5,000,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 2-A-6-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BL 2
CUT-OFF DATE : JUNE 1, 1998 CLASS : 2-A-6
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $33,552,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.50% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $33,552,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 2-A-7-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BM 0
CUT-OFF DATE : JUNE 1, 1998 CLASS : 2-A-7
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $5,809,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.75% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $5,809,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 2-A-8-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BN 8
CUT-OFF DATE : JUNE 1, 1998 CLASS : 2-A-8
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $3,866,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.75% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $3,866,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 2-A-9-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BP 3
CUT-OFF DATE : JUNE 1, 1998 CLASS : 2-A-9
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $12,105,279
NATIONAL ASSOCIATION
PASS-THROUGH RATE : FLOATING APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $12,105,279
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
During the initial Interest Accrual Period, interest will accrue on this
Certificate at the rate of 6.5375% per annum. During each Interest Accrual
Period thereafter, interest will accrue on this Certificate at a per annum rate
of 0.85% above LIBOR, determined monthly as described in the Agreement, subject
to a maximum rate of 8.50% and a minimum rate of 0.85%. Interest on this
Certificate will accrue during the month prior to the month in which a
Distribution Date (as hereinafter defined) occurs on the Current Principal
Amount hereof at a per annum rate equal to the Pass-Through Rate. The Trustee
will distribute on the 25th day of each month, or, if such 25th day is not a
Business Day, the immediately following Business Day (each, a "Distribution
Date"), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered at the close of business on the
last Business Day of the calendar month preceding the month of such Distribution
Date, an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date immediately following the latest
scheduled maturity date of any Mortgage Loan in the related Mortgage Loan Group
and is not likely to be the date on which the Current Principal Amount or
Notional Amount, as applicable, of this Class of Certificates will be reduced to
zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 2-A-10-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BQ 1
CUT-OFF DATE : JUNE 1, 1998 CLASS : 2-A-10
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $3,138,406
NATIONAL ASSOCIATION
PASS-THROUGH RATE : INVERSE FLOATING APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $3,138,406
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
During the initial Interest Accrual Period, interest will accrue on this
Certificate at the rate of 7.5696% per annum. During each Interest Accrual
Period thereafter, interest will accrue on this Certificate at a per annum rate
equal to 29.5071% - (3.8571 x LIBOR) determined monthly as described in the
Agreement, subject to a maximum rate of 29.50714% and a minimum rate of 0.00%.
Interest on this Certificate will accrue during the month prior to the month in
which a Distribution Date (as hereinafter defined) occurs on the Current
Principal Amount hereof at a per annum rate equal to the Pass-Through Rate. The
Trustee will distribute on the 25th day of each month, or, if such 25th day is
not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 2-A-11-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BR 9
CUT-OFF DATE : JUNE 1, 1998 CLASS : 2-A-11
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $9,952,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.75% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $9,952,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECREASE AS THE PRINCIPAL
BALANCES OF THE GROUP 2 NON-DISCOUNT MORTGAGE LOANS DECREASE. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE NOTIONAL AMOUNT OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS THEN NOTIONAL AMOUNT BY INQUIRY OF
THE TRUSTEE NAMED HEREIN.
THE YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE EXTREMELY SENSITIVE TO
THE RATE OF PRINCIPAL PAYMENTS ON THE MORTGAGE LOANS.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 2-X-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BS 7
CUT-OFF DATE : JUNE 1, 1998 CLASS : 2-X
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL NOTIONAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $98,918,647
NATIONAL ASSOCIATION
PASS-THROUGH RATE : VARIABLE APPROXIMATE ORIGINAL CLASS
NOTIONAL AMOUNT : $98,918,647
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
This Class of Certificates will have a Notional Amount equal to the
aggregate Scheduled Principal Balances of the Non-Discount Mortgage Loans in
Mortgage Loan Group 2 and will bear interest thereon at a variable Pass-Through
Rate equal to the weighted average of the excess of (a) the Net Rate on each
such Non-Discount Mortgage Loan over (b) 6.75% per annum. Interest on this
Certificate will accrue during the month prior to the month in which a
Distribution Date (as hereinafter defined) occurs on the Current Notional Amount
hereof at a per annum rate equal to the Pass-Through Rate. The Trustee will
distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the calendar month preceding the month of such Distribution
Date, an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date immediately following the latest
scheduled maturity date of any Mortgage Loan in the related Mortgage Loan Group
and is not likely to be the date on which the Current Principal Amount or
Notional Amount, as applicable, of this Class of Certificates will be reduced to
zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. B-1-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BT 5
CUT-OFF DATE : JUNE 1, 1998 CLASS : B-1
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $5,141,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : VARIABLE APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $5,141,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summaryof certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
During each Interest Accrual Period, this Class of Certificates will bear
interest at a variable Pass-through Rate equal to the weighted average of 7.00%
and 6.75%, where 7.00% is given a weight equal to the excess of the Scheduled
Principal Balance of the Group 1 Mortgage Loans over the Current Principal
Amount of the Group 1 Senior Certificates and 6.75% is given a weight equal to
the excess of the Scheduled Principal Balance of the Group 2 Mortgage Loans over
the Current Principal Amount of the Group 2 Senior Certificates.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. B-2-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BU 2
CUT-OFF DATE : JUNE 1, 1998 CLASS : B-2
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $2,326,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : VARIABLE APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $2,326,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
During each Interest Accrual Period, this Class of Certificates will bear
interest at a variable Pass-through Rate equal to the weighted average of 7.00%
and 6.75%, where 7.00% is given a weight equal to the excess of the Scheduled
Principal Balance of the Group 1 Mortgage Loans over the Current Principal
Amount of the Group 1 Senior Certificates and 6.75% is given a weight equal to
the excess of the Scheduled Principal Balance of the Group 2 Mortgage Loans over
the Current Principal Amount of the Group 2 Senior Certificates.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. B-3-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H V 0
CUT-OFF DATE : JUNE 1, 1998 CLASS : B-3
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $1,347,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : VARIABLE APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $1,347,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
During each Interest Accrual Period, this Class of Certificates will bear
interest at a variable Pass-through Rate equal to the weighted average of 7.00%
and 6.75%, where 7.00% is given a weight equal to the excess of the Scheduled
Principal Balance of the Group 1 Mortgage Loans over the Current Principal
Amount of the Group 1 Senior Certificates and 6.75% is given a weight equal to
the excess of the Scheduled Principal Balance of the Group 2 Mortgage Loans over
the Current Principal Amount of the Group 2 Senior Certificates.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 3-A-1-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BW 8
CUT-OFF DATE : JUNE 1, 1998 CLASS : 3-A-1
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2013 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $26,138,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.50% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $26,138,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 3-A-2-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BX 6
CUT-OFF DATE : JUNE 1, 1998 CLASS : 3-A-2
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2013 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $16,619,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.50% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $16,619,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 3-A-3-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BY 4
CUT-OFF DATE : JUNE 1, 1998 CLASS : 3-A-3
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2013 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $13,367,436
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.50% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $13,367,436
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 3-A-4-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H BZ 1
CUT-OFF DATE : JUNE 1, 1998 CLASS : 3-A-4
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2013 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $6,462,480
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.50% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $6,462,480
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 3-A-5-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CA 5
CUT-OFF DATE : JUNE 1, 1998 CLASS : 3-A-5
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2013 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $78,300,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : VARIABLE APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $78,300,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
During each Interest Accrual Period, this Certificate will bear interest at
a variable Pass-Through Rate equal to the weighted average of the Net Rates of
the Group 3 Mortgage Loans. Interest on this Certificate will accrue during the
month prior to the month in which a Distribution Date (as hereinafter defined)
occurs on the Current Principal Amount hereof at a per annum rate equal to the
Pass-Through Rate. The Trustee will distribute on the 25th day of each month,
or, if such 25th day is not a Business Day, the immediately following Business
Day (each, a "Distribution Date"), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the calendar month preceding
the month of such Distribution Date, an amount equal to the product of the
Fractional Undivided Interest evidenced by this Certificate and the amount
required to be distributed to Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage Loan in
the related Mortgage Loan Group and is not likely to be the date on which the
Current Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECREASE AS THE PRINCIPAL
BALANCES OF THE GROUP 3 NON-DISCOUNT MORTGAGE LOANS DECREASE. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE NOTIONAL AMOUNT OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS THEN NOTIONAL AMOUNT BY INQUIRY OF
THE TRUSTEE NAMED HEREIN.
THE YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE EXTREMELY SENSITIVE TO
THE RATE OF PRINCIPAL PAYMENTS ON THE MORTGAGE LOANS.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 3-X-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CB 3
CUT-OFF DATE : JUNE 1, 1998 CLASS : 3-X
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL NOTIONAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2013 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $60,875,842
NATIONAL ASSOCIATION
PASS-THROUGH RATE : VARIABLE APPROXIMATE ORIGINAL CLASS
NOTIONAL AMOUNT : $60,875,842
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
This Class of Certificates will have a notional principal amount equal to
44.462593205% of the aggregate Scheduled Principal Balances of the Non-Discount
Mortgage Loans in Mortgage Loan Group 3 and will bear interest thereon at a
variable Pass-Through Rate equal to the weighted average of the excess of (a)
the Net Rate on each such Non-Discount Mortgage Loan over (b) 6.50% per annum.
Interest on this Certificate will accrue during the month prior to the month in
which a Distribution Date (as hereinafter defined) occurs on the Current
Notional Amount hereof at a per annum rate equal to the Pass-Through Rate. The
Trustee will distribute on the 25th day of each month, or, if such 25th day is
not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 3-B-1-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CC 1
CUT-OFF DATE : JUNE 1, 1998 CLASS : 3-B-1
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $2,180,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : VARIABLE APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $2,180,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
During each Interest Accrual Period, this Class of Certificates will bear
interest on its Current Principal Amount at a variable Pass-Through Rate equal
to the sum of 2.890068558% (or 44.462593205% x 6.50%) plus 55.537406795% of the
weighted average of the Net Rates of the Group 3 Mortgage Loans.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 3-B-2-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CD 9
CUT-OFF DATE : JUNE 1, 1998 CLASS : 3-B-2
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $726,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : VARIABLE APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $726,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
During each Interest Accrual Period, this Class of Certificates will bear
interest on its Current Principal Amount at a variable Pass-Through Rate equal
to the sum of 2.890068558% (or 44.462593205% x 6.50%) plus 55.537406795% of the
weighted average of the Net Rates of the Group 3 Mortgage Loans.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 3-B-3-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CE 7
CUT-OFF DATE : JUNE 1, 1998 CLASS : 3-B-3
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $436,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : VARIABLE APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $436,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
During each Interest Accrual Period, this Class of Certificates will bear
interest on its Current Principal Amount at a variable Pass-Through Rate equal
to the sum of 2.890068558% (or 44.462593205% x 6.50%) plus 55.537406795% of the
weighted average of the Net Rates of the Group 3 Mortgage Loans.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 4-A-1-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CF 4
CUT-OFF DATE : JUNE 1, 1998 CLASS : 4-A-1
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $84,943,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.75% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $84,943,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 4-A-2-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CG 2
CUT-OFF DATE : JUNE 1, 1998 CLASS : 4-A-2
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $18,672,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.75% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $18,672,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 4-A-3-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CH 0
CUT-OFF DATE : JUNE 1, 1998 CLASS : 4-A-3
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $19,920,950
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.75% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $19,920,950
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECREASE AS THE PRINCIPAL
BALANCES OF THE GROUP 4 NON-DISCOUNT MORTGAGE LOANS DECREASES. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE NOTIONAL AMOUNT OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS THEN NOTIONAL AMOUNT BY INQUIRY OF
THE TRUSTEE NAMED HEREIN.
THE YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE EXTREMELY SENSITIVE TO
THE RATE OF PRINCIPAL PAYMENTS ON THE MORTGAGE LOANS.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 4-X-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CM 9
CUT-OFF DATE : JUNE 1, 1998 CLASS : 4-X
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL NOTIONAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $133,588,967
NATIONAL ASSOCIATION
PASS-THROUGH RATE : VARIABLE APPROXIMATE ORIGINAL CLASS
NOTIONAL AMOUNT : $133,588,967
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
This Class of Certificates will have a notional principal amount equal to
the aggregate Scheduled Principal Balances of the Non-Discount Mortgage Loans in
Mortgage Loan Group 4 and will bear interest thereon at a variable Pass-Through
Rate equal to the weighted average of the excess of (a) the Net Rate on each
such Non-Discount Mortgage Loan over (b) 6.75% per annum. Interest on this
Certificate will accrue during the month prior to the month in which a
Distribution Date (as hereinafter defined) occurs on the Current Notional Amount
hereof at a per annum rate equal to the Pass-Through Rate. The Trustee will
distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the calendar month preceding the month of such Distribution
Date, an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date immediately following the latest
scheduled maturity date of any Mortgage Loan in the related Mortgage Loan Group
and is not likely to be the date on which the Current Principal Amount or
Notional Amount, as applicable, of this Class of Certificates will be reduced to
zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 4-B-1-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CJ 6
CUT-OFF DATE : JUNE 1, 1998 CLASS : 4-B-1
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $4,821,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.75% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $4,821,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 4-B-2-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CK 3
CUT-OFF DATE : JUNE 1, 1998 CLASS : 4-B-2
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $2,210,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.75% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $2,210,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 4-B-3-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CL 1
CUT-OFF DATE : JUNE 1, 1998 CLASS : 4-B-3
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $1,540,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.75% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $1,540,000
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE REPRESENTS THE SEPARATE COMPONENTS EACH OF WHICH IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC"),
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
THE YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE SENSITIVE TO THE RATE
OF PRINCIPAL PAYMENTS ON THE DISCOUNT MORTGAGE LOANS.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. PO-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CP 2
CUT-OFF DATE : JUNE 1, 1998 CLASS : PO
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $582,091
NATIONAL ASSOCIATION
PASS-THROUGH RATE : N/A APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $582,091
THIS CERTIFIES THAT CEDE & CO.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
The Class PO Certificates are principal only certificates and will receive
no interest. The Current Principal Amount of the Class PO Certificates initially
will be the amount shown above and is composed of four components equal to the
PO Percentage of each Discount Mortgage Loan in Mortgage Loan Groups 1, 2, 3 and
4. The Trustee will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan and is not
likely to be the date on which the Current Principal Amount or Notional Amount,
as applicable, of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN "REMIC I" AS DEFINED IN THE AGREEMENT REFERRED TO BELOW, WHICH IS A
'REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), AND IS NOT TREATED AS INDEBTEDNESS OF THE TRUST
REFERRED TO BELOW. EACH PURCHASER OF THE INTEREST REPRESENTED BY THIS
CERTIFICATE WILL BE REQUIRED TO REPRESENT IN AN AFFIDAVIT THAT IT IS NOT A
"DISQUALIFIED ORGANIZATION" AND WILL NOT TRANSFER THIS CERTIFICATE TO A
"DISQUALIFIED ORGANIZATION." THE TERM "DISQUALIFIED ORGANIZATION" IS DEFINED IN
SECTION 860(E)(5) OF THE CODE AND IN THE AGREEMENT. EACH PURCHASER WILL ALSO BE
REQUIRED TO REPRESENT IN SUCH AFFIDAVIT THAT (A) IT IS NOT ACQUIRING
CERTIFICATES FOR THE ACCOUNT OF A DISQUALIFIED ORGANIZATION AND (B) IT WILL NOT
TRANSFER THIS CERTIFICATE UNLESS (1) IT HAS RECEIVED A SIMILAR AFFIDAVIT FROM
THE PROPOSED TRANSFEREE AND (2) AS OF THE TIME OF THE TRANSFER, IT DOES NOT HAVE
ACTUAL KNOWLEDGE THAT THE AFFIDAVIT OF THE PROPOSED TRANSFEREE IS FALSE. IN THE
EVENT THAT LEGISLATION IS ENACTED WHICH WOULD SUBJECT THE TRUST REFERRED TO
BELOW TO TAX (OR DISQUALIFY THE TRUST REFERRED TO BELOW) ON THE TRANSFER OF AN
INTEREST REPRESENTED BY THIS CERTIFICATE TO ANY OTHER PERSON OR PERSONS, BEAR
STEARNS MORTGAGE SECURITIES INC. SHALL, WITHOUT FURTHER ACTION ON THE PART OF
THE HOLDERS OF THE CLASS R CERTIFICATES BE EMPOWERED, TO THE FULLEST EXTENT
POSSIBLE AND AS IF THEY HAD SO VOTED, TO AMEND THE AGREEMENT REFERRED TO BELOW
TO RESTRICT OR PROHIBIT PROSPECTIVELY SUCH TRANSFER. THIS CERTIFICATE MAY NOT BE
TRANSFERRED TO A NON-U.S. PERSON AS DESCRIBED IN SECTION 5.05(C) OF THE
AGREEMENT REFERRED TO BELOW WITHOUT THE PRIOR WRITTEN CONSENT OF THE TAX MATTERS
PERSON AND STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. R-1-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CQ 0
CUT-OFF DATE : JUNE 1, 1998 CLASS : R-1
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $50.00
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 7.00% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $50.00
THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN "REMIC II" AS DEFINED IN THE AGREEMENT REFERRED TO BELOW, WHICH IS
A 'REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), AND IS NOT TREATED AS INDEBTEDNESS OF THE TRUST
REFERRED TO BELOW. EACH PURCHASER OF THE INTEREST REPRESENTED BY THIS
CERTIFICATE WILL BE REQUIRED TO REPRESENT IN AN AFFIDAVIT THAT IT IS NOT A
"DISQUALIFIED ORGANIZATION" AND WILL NOT TRANSFER THIS CERTIFICATE TO A
"DISQUALIFIED ORGANIZATION." THE TERM "DISQUALIFIED ORGANIZATION" IS DEFINED IN
SECTION 860(E)(5) OF THE CODE AND IN THE AGREEMENT. EACH PURCHASER WILL ALSO BE
REQUIRED TO REPRESENT IN SUCH AFFIDAVIT THAT (A) IT IS NOT ACQUIRING
CERTIFICATES FOR THE ACCOUNT OF A DISQUALIFIED ORGANIZATION AND (B) IT WILL NOT
TRANSFER THIS CERTIFICATE UNLESS (1) IT HAS RECEIVED A SIMILAR AFFIDAVIT FROM
THE PROPOSED TRANSFEREE AND (2) AS OF THE TIME OF THE TRANSFER, IT DOES NOT HAVE
ACTUAL KNOWLEDGE THAT THE AFFIDAVIT OF THE PROPOSED TRANSFEREE IS FALSE. IN THE
EVENT THAT LEGISLATION IS ENACTED WHICH WOULD SUBJECT THE TRUST REFERRED TO
BELOW TO TAX (OR DISQUALIFY THE TRUST REFERRED TO BELOW) ON THE TRANSFER OF AN
INTEREST REPRESENTED BY THIS CERTIFICATE TO ANY OTHER PERSON OR PERSONS, BEAR
STEARNS MORTGAGE SECURITIES INC. SHALL, WITHOUT FURTHER ACTION ON THE PART OF
THE HOLDERS OF THE CLASS R CERTIFICATES BE EMPOWERED, TO THE FULLEST EXTENT
POSSIBLE AND AS IF THEY HAD SO VOTED, TO AMEND THE AGREEMENT REFERRED TO BELOW
TO RESTRICT OR PROHIBIT PROSPECTIVELY SUCH TRANSFER. THIS CERTIFICATE MAY NOT BE
TRANSFERRED TO A NON-U.S. PERSON AS DESCRIBED IN SECTION 5.05(C) OF THE
AGREEMENT REFERRED TO BELOW WITHOUT THE PRIOR WRITTEN CONSENT OF THE TAX MATTERS
PERSON AND STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. R-2-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CR 8
CUT-OFF DATE : JUNE 1, 1998 CLASS : R-2
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $50.00
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.75% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $50.00
THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN "REMIC III" AS DEFINED IN THE AGREEMENT REFERRED TO BELOW, WHICH IS
A 'REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), AND IS NOT TREATED AS INDEBTEDNESS OF THE TRUST
REFERRED TO BELOW. EACH PURCHASER OF THE INTEREST REPRESENTED BY THIS
CERTIFICATE WILL BE REQUIRED TO REPRESENT IN AN AFFIDAVIT THAT IT IS NOT A
"DISQUALIFIED ORGANIZATION" AND WILL NOT TRANSFER THIS CERTIFICATE TO A
"DISQUALIFIED ORGANIZATION." THE TERM "DISQUALIFIED ORGANIZATION" IS DEFINED IN
SECTION 860(E)(5) OF THE CODE AND IN THE AGREEMENT. EACH PURCHASER WILL ALSO BE
REQUIRED TO REPRESENT IN SUCH AFFIDAVIT THAT (A) IT IS NOT ACQUIRING
CERTIFICATES FOR THE ACCOUNT OF A DISQUALIFIED ORGANIZATION AND (B) IT WILL NOT
TRANSFER THIS CERTIFICATE UNLESS (1) IT HAS RECEIVED A SIMILAR AFFIDAVIT FROM
THE PROPOSED TRANSFEREE AND (2) AS OF THE TIME OF THE TRANSFER, IT DOES NOT HAVE
ACTUAL KNOWLEDGE THAT THE AFFIDAVIT OF THE PROPOSED TRANSFEREE IS FALSE. IN THE
EVENT THAT LEGISLATION IS ENACTED WHICH WOULD SUBJECT THE TRUST REFERRED TO
BELOW TO TAX (OR DISQUALIFY THE TRUST REFERRED TO BELOW) ON THE TRANSFER OF AN
INTEREST REPRESENTED BY THIS CERTIFICATE TO ANY OTHER PERSON OR PERSONS, BEAR
STEARNS MORTGAGE SECURITIES INC. SHALL, WITHOUT FURTHER ACTION ON THE PART OF
THE HOLDERS OF THE CLASS R CERTIFICATES BE EMPOWERED, TO THE FULLEST EXTENT
POSSIBLE AND AS IF THEY HAD SO VOTED, TO AMEND THE AGREEMENT REFERRED TO BELOW
TO RESTRICT OR PROHIBIT PROSPECTIVELY SUCH TRANSFER. THIS CERTIFICATE MAY NOT BE
TRANSFERRED TO A NON-U.S. PERSON AS DESCRIBED IN SECTION 5.05(C) OF THE
AGREEMENT REFERRED TO BELOW WITHOUT THE PRIOR WRITTEN CONSENT OF THE TAX MATTERS
PERSON AND STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. R-3-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CS 6
CUT-OFF DATE : JUNE 1, 1998 CLASS : R-3
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2013 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $50.00
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.50% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $50.00
THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN "REMIC IV" AS DEFINED IN THE AGREEMENT REFERRED TO BELOW, WHICH IS
A 'REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), AND IS NOT TREATED AS INDEBTEDNESS OF THE TRUST
REFERRED TO BELOW. EACH PURCHASER OF THE INTEREST REPRESENTED BY THIS
CERTIFICATE WILL BE REQUIRED TO REPRESENT IN AN AFFIDAVIT THAT IT IS NOT A
"DISQUALIFIED ORGANIZATION" AND WILL NOT TRANSFER THIS CERTIFICATE TO A
"DISQUALIFIED ORGANIZATION." THE TERM "DISQUALIFIED ORGANIZATION" IS DEFINED IN
SECTION 860(E)(5) OF THE CODE AND IN THE AGREEMENT. EACH PURCHASER WILL ALSO BE
REQUIRED TO REPRESENT IN SUCH AFFIDAVIT THAT (A) IT IS NOT ACQUIRING
CERTIFICATES FOR THE ACCOUNT OF A DISQUALIFIED ORGANIZATION AND (B) IT WILL NOT
TRANSFER THIS CERTIFICATE UNLESS (1) IT HAS RECEIVED A SIMILAR AFFIDAVIT FROM
THE PROPOSED TRANSFEREE AND (2) AS OF THE TIME OF THE TRANSFER, IT DOES NOT HAVE
ACTUAL KNOWLEDGE THAT THE AFFIDAVIT OF THE PROPOSED TRANSFEREE IS FALSE. IN THE
EVENT THAT LEGISLATION IS ENACTED WHICH WOULD SUBJECT THE TRUST REFERRED TO
BELOW TO TAX (OR DISQUALIFY THE TRUST REFERRED TO BELOW) ON THE TRANSFER OF AN
INTEREST REPRESENTED BY THIS CERTIFICATE TO ANY OTHER PERSON OR PERSONS, BEAR
STEARNS MORTGAGE SECURITIES INC. SHALL, WITHOUT FURTHER ACTION ON THE PART OF
THE HOLDERS OF THE CLASS R CERTIFICATES BE EMPOWERED, TO THE FULLEST EXTENT
POSSIBLE AND AS IF THEY HAD SO VOTED, TO AMEND THE AGREEMENT REFERRED TO BELOW
TO RESTRICT OR PROHIBIT PROSPECTIVELY SUCH TRANSFER. THIS CERTIFICATE MAY NOT BE
TRANSFERRED TO A NON-U.S. PERSON AS DESCRIBED IN SECTION 5.05(C) OF THE
AGREEMENT REFERRED TO BELOW WITHOUT THE PRIOR WRITTEN CONSENT OF THE TAX MATTERS
PERSON AND STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. R-4-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CT 4
CUT-OFF DATE : JUNE 1, 1998 CLASS : R-4
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $50.00
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.75% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $50.00
THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN "REMIC V" AS DEFINED IN THE AGREEMENT REFERRED TO BELOW, WHICH IS A
'REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), AND IS NOT TREATED AS INDEBTEDNESS OF THE TRUST
REFERRED TO BELOW. EACH PURCHASER OF THE INTEREST REPRESENTED BY THIS
CERTIFICATE WILL BE REQUIRED TO REPRESENT IN AN AFFIDAVIT THAT IT IS NOT A
"DISQUALIFIED ORGANIZATION" AND WILL NOT TRANSFER THIS CERTIFICATE TO A
"DISQUALIFIED ORGANIZATION." THE TERM "DISQUALIFIED ORGANIZATION" IS DEFINED IN
SECTION 860(E)(5) OF THE CODE AND IN THE AGREEMENT. EACH PURCHASER WILL ALSO BE
REQUIRED TO REPRESENT IN SUCH AFFIDAVIT THAT (A) IT IS NOT ACQUIRING
CERTIFICATES FOR THE ACCOUNT OF A DISQUALIFIED ORGANIZATION AND (B) IT WILL NOT
TRANSFER THIS CERTIFICATE UNLESS (1) IT HAS RECEIVED A SIMILAR AFFIDAVIT FROM
THE PROPOSED TRANSFEREE AND (2) AS OF THE TIME OF THE TRANSFER, IT DOES NOT HAVE
ACTUAL KNOWLEDGE THAT THE AFFIDAVIT OF THE PROPOSED TRANSFEREE IS FALSE. IN THE
EVENT THAT LEGISLATION IS ENACTED WHICH WOULD SUBJECT THE TRUST REFERRED TO
BELOW TO TAX (OR DISQUALIFY THE TRUST REFERRED TO BELOW) ON THE TRANSFER OF AN
INTEREST REPRESENTED BY THIS CERTIFICATE TO ANY OTHER PERSON OR PERSONS, BEAR
STEARNS MORTGAGE SECURITIES INC. SHALL, WITHOUT FURTHER ACTION ON THE PART OF
THE HOLDERS OF THE CLASS R CERTIFICATES BE EMPOWERED, TO THE FULLEST EXTENT
POSSIBLE AND AS IF THEY HAD SO VOTED, TO AMEND THE AGREEMENT REFERRED TO BELOW
TO RESTRICT OR PROHIBIT PROSPECTIVELY SUCH TRANSFER. THIS CERTIFICATE MAY NOT BE
TRANSFERRED TO A NON-U.S. PERSON AS DESCRIBED IN SECTION 5.05(C) OF THE
AGREEMENT REFERRED TO BELOW WITHOUT THE PRIOR WRITTEN CONSENT OF THE TAX MATTERS
PERSON AND STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. R-5-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CU 1
CUT-OFF DATE : JUNE 1, 1998 CLASS : R-5
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $50.00
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 7.00% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $50.00
THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN "REMIC VI" AS DEFINED IN THE AGREEMENT REFERRED TO BELOW, WHICH IS
A 'REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), AND IS NOT TREATED AS INDEBTEDNESS OF THE TRUST
REFERRED TO BELOW. EACH PURCHASER OF THE INTEREST REPRESENTED BY THIS
CERTIFICATE WILL BE REQUIRED TO REPRESENT IN AN AFFIDAVIT THAT IT IS NOT A
"DISQUALIFIED ORGANIZATION" AND WILL NOT TRANSFER THIS CERTIFICATE TO A
"DISQUALIFIED ORGANIZATION." THE TERM "DISQUALIFIED ORGANIZATION" IS DEFINED IN
SECTION 860(E)(5) OF THE CODE AND IN THE AGREEMENT. EACH PURCHASER WILL ALSO BE
REQUIRED TO REPRESENT IN SUCH AFFIDAVIT THAT (A) IT IS NOT ACQUIRING
CERTIFICATES FOR THE ACCOUNT OF A DISQUALIFIED ORGANIZATION AND (B) IT WILL NOT
TRANSFER THIS CERTIFICATE UNLESS (1) IT HAS RECEIVED A SIMILAR AFFIDAVIT FROM
THE PROPOSED TRANSFEREE AND (2) AS OF THE TIME OF THE TRANSFER, IT DOES NOT HAVE
ACTUAL KNOWLEDGE THAT THE AFFIDAVIT OF THE PROPOSED TRANSFEREE IS FALSE. IN THE
EVENT THAT LEGISLATION IS ENACTED WHICH WOULD SUBJECT THE TRUST REFERRED TO
BELOW TO TAX (OR DISQUALIFY THE TRUST REFERRED TO BELOW) ON THE TRANSFER OF AN
INTEREST REPRESENTED BY THIS CERTIFICATE TO ANY OTHER PERSON OR PERSONS, BEAR
STEARNS MORTGAGE SECURITIES INC. SHALL, WITHOUT FURTHER ACTION ON THE PART OF
THE HOLDERS OF THE CLASS R CERTIFICATES BE EMPOWERED, TO THE FULLEST EXTENT
POSSIBLE AND AS IF THEY HAD SO VOTED, TO AMEND THE AGREEMENT REFERRED TO BELOW
TO RESTRICT OR PROHIBIT PROSPECTIVELY SUCH TRANSFER. THIS CERTIFICATE MAY NOT BE
TRANSFERRED TO A NON-U.S. PERSON AS DESCRIBED IN SECTION 5.05(C) OF THE
AGREEMENT REFERRED TO BELOW WITHOUT THE PRIOR WRITTEN CONSENT OF THE TAX MATTERS
PERSON AND STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. R-6-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H CV 9
CUT-OFF DATE : JUNE 1, 1998 CLASS : R-6
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $50.00
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 7.00% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $50.00
THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1),(2)(3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) A
REPRESENTATION OR CERTIFICATION AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT
AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (1) WILL NOT RESULT IN ANY
PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS
PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED
TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23
AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF
THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER
OF A BOOK-ENTRY CERTIFICATE OR GLOBAL CERTIFICATE AND WILL BE EVIDENCED BY A
REPRESENTATION TO SUCH EFFECT BY OR ON BEHALF OF A HOLDER OF A PRIVATE
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. B-4-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H
CUT-OFF DATE : JUNE 1, 1998 CLASS : B-4
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $1,102,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : VARIABLE APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $1,102,000
THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
During each Interest Accrual Period, this Class of Certificates will bear
interest at a variable Pass-through Rate equal to the weighted average of 7.00%
and 6.75%, where 7.00% is given a weight equal to the excess of the Scheduled
Principal Balance of the Group 1 Mortgage Loans over the Current Principal
Amount of the Group 1 Senior Certificates and 6.75% is given a weight equal to
the excess of the Scheduled Principal Balance of the Group 2 Mortgage Loans over
the Current Principal Amount of the Group 2 Senior Certificates.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1),(2)(3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) A
REPRESENTATION OR CERTIFICATION AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT
AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (1) WILL NOT RESULT IN ANY
PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS
PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED
TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23
AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF
THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER
OF A BOOK-ENTRY CERTIFICATE OR GLOBAL CERTIFICATE AND WILL BE EVIDENCED BY A
REPRESENTATION TO SUCH EFFECT BY OR ON BEHALF OF A HOLDER OF A PRIVATE
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. B-5-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H
CUT-OFF DATE : JUNE 1, 1998 CLASS : B-5
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $734,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : VARIABLE APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $734,000
THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
During each Interest Accrual Period, this Class of Certificates will bear
interest at a variable Pass-through Rate equal to the weighted average of 7.00%
and 6.75%, where 7.00% is given a weight equal to the excess of the Scheduled
Principal Balance of the Group 1 Mortgage Loans over the Current Principal
Amount of the Group 1 Senior Certificates and 6.75% is given a weight equal to
the excess of the Scheduled Principal Balance of the Group 2 Mortgage Loans over
the Current Principal Amount of the Group 2 Senior Certificates.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1),(2)(3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) A
REPRESENTATION OR CERTIFICATION AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT
AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (1) WILL NOT RESULT IN ANY
PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS
PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED
TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23
AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF
THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER
OF A BOOK-ENTRY CERTIFICATE OR GLOBAL CERTIFICATE AND WILL BE EVIDENCED BY A
REPRESENTATION TO SUCH EFFECT BY OR ON BEHALF OF A HOLDER OF A PRIVATE
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. B-6-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H
CUT-OFF DATE : JUNE 1, 1998 CLASS : B-6
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $980,595
NATIONAL ASSOCIATION
PASS-THROUGH RATE : VARIABLE APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $980,595
THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
During each Interest Accrual Period, this Class of Certificates will bear
interest at a variable Pass-through Rate equal to the weighted average of 7.00%
and 6.75%, where 7.00% is given a weight equal to the excess of the Scheduled
Principal Balance of the Group 1 Mortgage Loans over the Current Principal
Amount of the Group 1 Senior Certificates and 6.75% is given a weight equal to
the excess of the Scheduled Principal Balance of the Group 2 Mortgage Loans over
the Current Principal Amount of the Group 2 Senior Certificates.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1),(2)(3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) A
REPRESENTATION OR CERTIFICATION AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT
AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (1) WILL NOT RESULT IN ANY
PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS
PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED
TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23
AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF
THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER
OF A BOOK-ENTRY CERTIFICATE OR GLOBAL CERTIFICATE AND WILL BE EVIDENCED BY A
REPRESENTATION TO SUCH EFFECT BY OR ON BEHALF OF A HOLDER OF A PRIVATE
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 3-B-4-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H
CUT-OFF DATE : JUNE 1, 1998 CLASS : 3-B-4
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2013 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $364,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : VARIABLE APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $364,000
THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
During each Interest Accrual Period, this Class of Certificates will bear
interest on its Current Principal Amount at a variable Pass-Through Rate equal
to the sum of 2.890068558% (or 44.462593205% x 6.50%) plus 55.537406795% of the
weighted average of the Net Rates of the Group 3 Mortgage Loans.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1),(2)(3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) A
REPRESENTATION OR CERTIFICATION AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT
AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (1) WILL NOT RESULT IN ANY
PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS
PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED
TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23
AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF
THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER
OF A BOOK-ENTRY CERTIFICATE OR GLOBAL CERTIFICATE AND WILL BE EVIDENCED BY A
REPRESENTATION TO SUCH EFFECT BY OR ON BEHALF OF A HOLDER OF A PRIVATE
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 3-B-5-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H
CUT-OFF DATE : JUNE 1, 1998 CLASS : 3-B-5
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2013 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $291,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : VARIABLE APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $291,000
THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
During each Interest Accrual Period, this Class of Certificates will bear
interest on its Current Principal Amount at a variable Pass-Through Rate equal
to the sum of 2.890068558% (or 44.462593205% x 6.50%) plus 55.537406795% of the
weighted average of the Net Rates of the Group 3 Mortgage Loans.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1),(2)(3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) A
REPRESENTATION OR CERTIFICATION AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT
AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (1) WILL NOT RESULT IN ANY
PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS
PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED
TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23
AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF
THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER
OF A BOOK-ENTRY CERTIFICATE OR GLOBAL CERTIFICATE AND WILL BE EVIDENCED BY A
REPRESENTATION TO SUCH EFFECT BY OR ON BEHALF OF A HOLDER OF A PRIVATE
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 3-B-6-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H
CUT-OFF DATE : JUNE 1, 1998 CLASS : 3-B-6
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2013 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $363,394
NATIONAL ASSOCIATION
PASS-THROUGH RATE : VARIABLE APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $363,394
THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
During each Interest Accrual Period, this Class of Certificates will bear
interest on its Current Principal Amount at a variable Pass-Through Rate equal
to the sum of 2.890068558% (or 44.462593205% x 6.50%) plus 55.537406795% of the
weighted average of the Net Rates of the Group 3 Mortgage Loans.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1),(2)(3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) A
REPRESENTATION OR CERTIFICATION AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT
AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (1) WILL NOT RESULT IN ANY
PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS
PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED
TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23
AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF
THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER
OF A BOOK-ENTRY CERTIFICATE OR GLOBAL CERTIFICATE AND WILL BE EVIDENCED BY A
REPRESENTATION TO SUCH EFFECT BY OR ON BEHALF OF A HOLDER OF A PRIVATE
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 4-B-4-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H
CUT-OFF DATE : JUNE 1, 1998 CLASS : 4-B-4
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $804,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.75% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $804,000
THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1),(2)(3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) A
REPRESENTATION OR CERTIFICATION AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT
AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (1) WILL NOT RESULT IN ANY
PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS
PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED
TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23
AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF
THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER
OF A BOOK-ENTRY CERTIFICATE OR GLOBAL CERTIFICATE AND WILL BE EVIDENCED BY A
REPRESENTATION TO SUCH EFFECT BY OR ON BEHALF OF A HOLDER OF A PRIVATE
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 4-B-5-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H
CUT-OFF DATE : JUNE 1, 1998 CLASS : 4-B-5
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $401,000
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.75% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $401,000
THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR RESPECTIVE
AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE").
THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT
FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1),(2)(3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) A
REPRESENTATION OR CERTIFICATION AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT
AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (1) WILL NOT RESULT IN ANY
PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS
PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED
TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23
AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF
THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER
OF A BOOK-ENTRY CERTIFICATE OR GLOBAL CERTIFICATE AND WILL BE EVIDENCED BY A
REPRESENTATION TO SUCH EFFECT BY OR ON BEHALF OF A HOLDER OF A PRIVATE
CERTIFICATE.
MORTGAGE PASS-THROUGH CERTIFICATE,
NO. 4-B-6-1 SERIES 1998-8
EVIDENCING A BENEFICIAL INTEREST IN A TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS SOLD BY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
CUSIP NO. 86358H
CUT-OFF DATE : JUNE 1, 1998 CLASS : 4-B-6
FIRST DISTRIBUTION
DATE : JULY 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL
DISTRIBUTION DATE : JULY 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER : NORWEST BANK MINNESOTA, ("DENOMINATION") : $603,571
NATIONAL ASSOCIATION
PASS-THROUGH RATE : 6.75% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT : $603,571
THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP.
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust") consisting primarily of four Mortgage Loan
Groups (each a "Mortgage Loan Group"), each of which constitutes a separate
sub-trust, generally consisting of conventional, fixed rate mortgages secured by
first liens on one- to four-family residential properties, units in condominiums
and cooperative apartments (collectively, the "Mortgage Loans"), which will be
sold to the Trust by Structured Asset Mortgage Investments Inc. ("SAMI").
Norwest Bank Minnesota, National Association. ("Norwest") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was created
pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement"), by and among SAMI, as seller, Norwest, as
master servicer, and The First National Bank of Chicago., as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
shall have the meaning ascribed to them in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate. The Trustee will distribute on the 25th day of each month, or, if such
25th day is not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan in the related
Mortgage Loan Group and is not likely to be the date on which the Current
Principal Amount or Notional Amount, as applicable, of this Class of
Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement and if such
Person holds Certificates with an initial aggregate Current Principal Amount
and/or initial aggregate Notional Amount, as applicable, of not less than
$1,000,000, in immediately available funds (by wire transfer or otherwise) to
the account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice.
UNLESS THIS CERTIFICATE HAS BEEN COUNTERSIGNED BY AN AUTHORIZED SIGNATORY OF THE
TRUSTEE BY MANUAL SIGNATURE, THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY
BENEFIT UNDER THE AGREEMENT, OR BE VALID FOR ANY PURPOSE.
IN WITNESS WHEREOF, THE TRUSTEE HAS CAUSED THIS CERTIFICATE TO BE DULY
EXECUTED.
Dated: June 30, 1998
Countersigned: THE FIRST NATIONAL BANK OF CHICAGO,
Not in its individual capacity but solely
as Trustee
By_________________________________ By_______________________________________
Authorized signatory of The AUTHORIZED OFFICER
First National Bank of Chicago,
not in its individual
capacity but solely as Trustee
<PAGE>
<PAGE>
EXHIBIT A-1
FORM OF FACE OF CERTIFICATES
<PAGE>
EXHIBIT A-2
FORM OF REVERSE OF CERTIFICATES
<PAGE>
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-8
This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"), issued in
fifty-six Classes. The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust for payment hereunder and that the Trustee
is not liable to the Certificateholders for any amount payable under this
Certificate or the Agreement or, except as expressly provided in the Agreement,
subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Master Servicer and the rights of the Certificateholders under the Agreement
from time to time by the Master Servicer and the Trustee with the consent of the
Holders of Certificates evidencing Fractional Undivided Interests aggregating
not less than 51% (or in certain cases, Holders of Certificates of affected
Classes evidencing such percentage of the Fractional Undivided Interests
thereof). Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in lieu hereof whether or
not notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable with the
Trustee upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee in the City of New York, State of
New York, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Trustee duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates in authorized denominations representing a like aggregate
Fractional Undivided Interest will be issued to the designated transferee. In
the case of classes of Certificates not registered under the Securities Act of
1933, as amended, additional documentation will be required to be provided to
the Trustee prior to the effectiveness of a transfer.
The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Fractional Undivided Interest, as requested by
the Holder surrendering the same.
No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Master Servicer, the Trustee and any agent of either of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Master Servicer, the Trustee nor any
such agent shall be affected by notice to the contrary.
The obligations created by the Agreement and the Trust created thereby
(other than the obligations to make payments to Certificateholders with respect
to the termination of the Agreement) shall terminate upon the earlier of (i) the
later of the (A) final payment or other liquidation (or Monthly Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust and (B)
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and the remittance of all funds due under the
Agreement, or (ii) as to a Mortgage Loan Group and the related Certificates, the
optional repurchase by the party named in the Agreement of all the Mortgage
Loans in such Mortgage Loan Group and other related assets in accordance with
the terms of the Agreement. Such optional repurchase may be made only on or
after the Distribution Date on which the aggregate unpaid principal balance of
the Mortgage Loans in the Mortgage Loan Group is less than (i) 10%, if such
purchaser is SAMI, or (ii) 2.5% if such purchaser is the Master Servicer, of the
aggregate Cut-off Date Scheduled Principal Balance of such Mortgage Loans. The
exercise of such right will effect the early retirement of the related
Certificates. The Trust also may be terminated on any Distribution Date upon the
determination, based upon an opinion of counsel, that REMIC status of REMIC I,
REMIC II REMIC III, REMIC IV, REMIC V or REMIC VI has been lost or that a
substantial risk exists that such status will be lost for the then current year.
In no event, however, will the Trust created by the Agreement continue beyond
the expiration of 21 years after the death of certain persons identified in the
Agreement.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code assignee)
the within Certificate and hereby authorizes the transfer of registration of
such interest to the assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate
to the following address:
Dated:
_________________________________________
Signature by or on behalf of assignor
_________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________
_______________________________________________________________________________
FOR THE ACCOUNT OF ___________________________________________________________
ACCOUNT NUMBER ______________, OR, IF MAILED BY CHECK TO ______________________
_______________________________________________________________________________
APPLICABLE STATEMENTS SHOULD BE MAILED TO______________________________________
_______________________________________________________________________________
THIS INFORMATION IS PROVIDED BY _______________________________________________
THE ASSIGNEE NAMED ABOVE, OR __________________________________________________
as its agent.
<PAGE>
EXHIBIT B-1
GROUP 1 MORTGAGE LOAN SCHEDULE
INTENTIONALLY OMITTED
SEE EXHIBIT 3 TO MORTGAGE LOAN PURCHASE AGREEMENT
<PAGE>
EXHIBIT B-2
GROUP 2 MORTGAGE LOAN SCHEDULE
INTENTIONALLY OMITTED
SEE EXHIBIT 3 TO MORTGAGE LOAN PURCHASE AGREEMENT
<PAGE>
EXHIBIT B-3
GROUP 3 MORTGAGE LOAN SCHEDULE
INTENTIONALLY OMITTED
SEE EXHIBIT 3 TO MORTGAGE LOAN PURCHASE AGREEMENT
<PAGE>
EXHIBIT B-4
GROUP 4 MORTGAGE LOAN SCHEDULE
INTENTIONALLY OMITTED
SEE EXHIBIT 3 TO MORTGAGE LOAN PURCHASE AGREEMENT
<PAGE>
EXHIBIT C
REPRESENTATIONS AND WARRANTIES OF BSMCC
CONCERNING THE MORTGAGE LOANS
(a) The information set forth in the Mortgage Loan Schedule is true,
complete and correct in all material respects as of the Cut-Off Date;
(b) [Reserved]
(c) The Mortgage Loan has not been delinquent thirty (30) days or more
on more than one occasion during the 12 months preceding the Cut-Off Date. As of
the Closing Date, the Mortgage Loan is not delinquent in payment more than 30
days and has not been dishonored; there are no defaults under the terms of the
Mortgage Loan; and BSMCC has not advanced funds, or induced, solicited or
knowingly received any advance of funds from a party other than the owner of the
Mortgaged Property subject to the Mortgage, directly or indirectly, for the
payment of any amount required by the Mortgage Loan;
(d) There are no delinquent taxes, ground rents, assessments or other
outstanding charges and with respect to Cooperative Loans, no delinquent
maintenance charges, affecting the related Mortgaged Property;
(e) The Mortgage Note and the Mortgage are not subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury,
nor will the operation of any of the terms of the Mortgage Note and the
Mortgage, or the exercise of any right thereunder, render the Mortgage Note or
Mortgage unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury,
and no such right of rescission, set-off, counterclaim or defense has been
asserted with respect thereto;
(f) The Mortgage has not been satisfied, canceled or subordinated, in
whole or in part, or rescinded, and the Mortgaged Property has not been released
from the lien of the Mortgage, in whole or in part, except with respect to
certain releases in part that do not materially affect the value of the
Mortgaged Property, nor has any instrument been executed that would effect any
such satisfaction, release, cancellation, subordination or rescission;
(g) Immediately prior to the transfer and assignment to SAMI, the
Mortgage Note and the Mortgage were not subject to an assignment or pledge, and
BSMCC had good and marketable title to and was the sole owner thereof and had
full right to transfer and sell the Mortgage Loan to SAMI free and clear of any
encumbrance, equity, lien, pledge, charge, claim or security interest;
(h) There is no default, breach, violation or event of acceleration
existing under the Mortgage or the related Mortgage Note and no event, which,
with the passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event permitting
acceleration; and neither BSMCC nor any prior mortgagee has waived any default,
breach, violation or event permitting acceleration;
(i) There are no mechanics, or similar liens or claims which have been
filed for work, labor or material affecting the related Mortgaged Property which
are or may be liens prior to or equal to the lien of the related Mortgage;
(j) All improvements subject to the Mortgage lie wholly within the
boundaries and building restriction lines of the Mortgaged Property (and wholly
within the project with respect to a condominium unit) except for DE MINIMUS
encroachments permitted by the Fannie Mae Guide (MBS Special Servicing Option)
and which has been noted on the appraisal, and no improvements on adjoining
properties encroach upon the Mortgaged Property except those which are insured
against by a title insurance policy and all improvements on the property comply
with all applicable zoning and subdivision laws and ordinances;
(k) The Mortgaged Property (and in the case of a Cooperative Loan, the
Cooperative Unit related thereto) at origination of the Mortgage Loan was and
currently is free of damage and waste or any such damage and waste is adequately
covered by an insurance policy, and at origination of the Mortgage Loan there
was, and there currently is, no proceeding pending for the total or partial
condemnation thereof;
(l) No Mortgage Loan has a Loan-to-Value Ratio in excess of 95.00%.
The original Loan-to-Value Ratio of each Mortgage Loan either was not more than
95.00% or the excess over 80.00% is insured as to payments defaults by a Primary
Mortgage Insurance Policy issued by a primary mortgage insurer acceptable to
Fannie Mae and Freddie Mac until the Loan-to-Value Ratio of such Mortgage Loan
is reduced to 80.00%;
(m) (i) With respect to each Mortgage Loan other than a Cooperative
Loan, the Mortgage creates a first lien or a first priority ownership interest
in an estate in fee simple in real property securing the related Mortgage Note,
free and clear of all adverse claims, liens and encumbrances having priority
over the first lien of the Mortgage subject only to (1) the lien of
non-delinquent current real property taxes and assessments not yet due and
payable, (2) covenants, conditions and restrictions, rights of way, easements
and other matters of public record as of the date of recording which are
acceptable to mortgage lending institutions generally and either (A) which are
referred to or otherwise considered in the appraisal made for the originator of
Mortgage Loan, or (B) which do not adversely affect the appraised value of the
Mortgaged Property as set forth in such appraisal, and (3) other matters to
which like properties are commonly subject which do not materially interfere
with the benefits of the security intended to be provided by the Mortgage or the
use, enjoyment, value or marketability of the related Mortgaged Property; and
(ii) with respect to each Cooperative Loan, the Mortgage creates a first lien or
first priority interest on the property securing the related Mortgage Note, free
and clear of all adverse claims, liens and encumbrances having priority over the
first lien of the Mortgage, subject only to (1) the lien of the related
Cooperative housing corporation for unpaid assessments, (2) the related
Proprietary Lease being subordinated or otherwise subject to the mortgage on the
related Cooperative building, and (3) other matters to which like properties are
commonly subject which do not materially interfere with the benefits of the
security intended to be provided by the Mortgage or the value or marketability
of the related Mortgaged Property;
(n) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments which have been recorded to the extent any such recordation is
required by applicable law, and copies of which written instruments are included
in the Mortgage File. No other instrument of waiver, alteration or modification
has been executed, and no Mortgage has been released, in whole or in part, from
the terms thereof except in connection with an assumption agreement, which
assumption agreement is part of the Mortgage File and the terms of which are
reflected in the Mortgage Loan Schedule;
(o) All buildings upon the Mortgaged Property are insured by a
generally acceptable insurer pursuant to standard hazard policies conforming to
the requirements of Section 3.10 of this Agreement. All such standard hazard
policies are in effect and on the date of origination contained a standard
mortgagee clause naming BSMCC and its successors in interest as loss payee and
such clause is still in effect and all premiums due thereon have been paid. If
the Mortgaged Property is located in an area identified by the Federal Emergency
Management Agency as having special flood hazards under the Flood Disaster
Protection Act of 1973, as amended, such Mortgaged Property is covered by flood
insurance in an amount not less than that set forth in Section 4.10 of this
Agreement. The Mortgage obligates the Mortgagor thereunder to maintain all such
insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to
do so, authorizes the holder of the Mortgage to maintain such insurance at the
Mortgagor's cost and expense and to seek reimbursement therefor from the
Mortgagor;
(p) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws applicable to the Mortgage Loan have been complied with in all material
respects;
(q) The Mortgage is a valid, subsisting and enforceable (subject to
the exceptions set forth in clause (m) above) first lien on the Mortgaged
Property, including all buildings on the Mortgaged Property and all
installations and mechanical, electrical, plumbing, heating and air conditioning
systems affixed to such buildings, and all additions, alterations and
replacements made at any time with respect to the foregoing securing the
Mortgage Note's original principal balance. The Mortgage and the Mortgage Note
do not contain any evidence of any other security interest or other interest or
right thereto. Such lien is free and clear of all adverse claims, liens and
encumbrances having priority over the first lien of the Mortgage subject only to
permitted encumbrances set forth in clause (m)(i) (1), (2) and (3) or (ii) (1),
(2) and (3) herein. Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan
establishes and creates a valid, subsisting and enforceable first lien and first
priority security interest on the property described therein;
(r) The Mortgage Note and the related Mortgage are original and
genuine (including in the case of a Cooperative Loan, the Cooperative Shares,
the Proprietary Lease and the Recognition Agreement) and each is the legal,
valid and binding obligation of the maker thereof, enforceable in all respects
in accordance with its terms subject to bankruptcy, insolvency and other laws of
general application affecting the rights of creditors, and BSMCC has taken all
action necessary to transfer such rights of enforceability to SAMI. All parties
to the Mortgage Note and the Mortgage had the legal capacity to enter into the
Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and
with respect to a Cooperative Loan, the related Proprietary Lease and
Recognition Agreement. The Mortgage Note and the Mortgage have been duly and
properly executed by such parties. The proceeds of the Mortgage Loan have been
fully disbursed and there is no requirement for future advances thereunder, and
any and all requirements as to completion of any on-site or off-site
improvements and as to disbursements of any escrow funds therefor have been
complied with;
(s) The Mortgage Loan is covered by an ALTA lender's title insurance
policy or other generally acceptable form of policy of insurance, issued by a
title insurer qualified to do business in the jurisdiction where the Mortgaged
Property is located, insuring (subject to the exceptions contained in (m)(i)
(1), (2) and (3) or (ii)(1), (2) and (3) above) BSMCC, its successors and
assigns, as to the first priority lien of the Mortgage in the original principal
amount of the Mortgage Loan. BSMCC is the sole insured of such lender's title
insurance policy, such lender's title insurance policy is in full force and
effect and will be in full force and effect upon the consummation of the
transactions contemplated by the Purchase Agreement and this Agreement and will
inure to the benefit of SAMI and its assigns without any further act. No claims
have been made under such lender's title insurance policy, and no prior holder
of the related Mortgage has done, by act or omission, anything which would
impair the coverage of such lender's title insurance policy;
(t) The Mortgage Loan complies in all material respects with all the
terms, conditions and requirements of BSMCC's underwriting standards in effect
at the time of originations of such Mortgage Loan; provided, that certain
Mortgage Loans may have characteristics outside of such underwriting guidelines
where compensating factors are present acceptable to the mortgage banking
industry. The Mortgage Notes and Mortgages are on uniform Fannie Mae/Freddie Mac
instruments or are on forms acceptable to Fannie Mae or Freddie Mac. The
Mortgage Loan bears interest at a fixed rate as set forth in the Mortgage Loan
Schedule, and Monthly Payments under the Mortgage Note are due and payable on
the first day of each month. The Mortgage Loan contains the usual and
enforceable provisions of the originator at the time of origination for the
acceleration of the payment of the unpaid principal amount if the related
Mortgaged Property is sold without the prior consent of the mortgagee
thereunder. There are no prepayment penalty features relating to any Mortgage
Loan;
(u) The related Mortgage contains enforceable provisions such as to
render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (1) in the case of a Mortgage designated as a deed
of trust, by trustee's sale, and (2) otherwise by judicial foreclosure. There is
no homestead or other exemption available to the Mortgagor which would interfere
with the right to sell the Mortgaged Property at a trustee's sale or the right
to foreclose the Mortgage;
(v) If the Mortgage constitutes a deed of trust, a trustee, duly
qualified if required under applicable law to act as such, has been properly
designated and currently so serves and is named in the Mortgage, and no fees or
expenses are or will become payable by SAMI to the trustee under the deed of
trust, except in connection with a trustees sale or attempted sale after default
by the Mortgagor;
(w) The Mortgage File contains an appraisal of the related Mortgaged
Property made and signed prior to the final approval of the mortgage loan
application by a Qualified Appraiser, approved by the originator or Sub-Servicer
thereof. The appraisal is in a form generally acceptable to Fannie Mae or
Freddie Mac;
(x) The related Mortgage Note is not and has not been secured by any
collateral except the lien of the corresponding Mortgage and the security
interest of any applicable security agreement or chattel mortgage referred to
above and such collateral does not serve as security for any other obligation;
(y) The Mortgagor has received all disclosure materials required by
applicable law with respect to the making of such mortgage loans;
(z) Except for two NAMC Mortgage Loans with an aggregate Scheduled
Principal Balance as of the Cut-Off Date of $707,351.02, no Mortgage Loan
contains a "graduated payment" or "buydown" feature;
(aa) Each Group 1, Group 2 and Group 4 Mortgage Loan has an original
term to maturity of not more than thirty years and each Group 3 Mortgage Loan
has an original term to maturity of not more than 15 years, in each case, with
interest payable in arrears on the first day of each month. No Mortgage Loan
contains terms or provisions which would result in negative amortization;
(bb) Each of the Mortgaged Properties consists of a single parcel of
real property with single-family residence erected thereon, or a two- to
four-family dwelling, or an individual condominium unit in a condominium project
or an individual unit in a planned unit development or a single parcel of real
property with a cooperative housing development erected thereon. Any condominium
unit or planned unit development either conforms with applicable Fannie Mae or
Freddie Mac requirements regarding such dwellings or is covering by a waiver
confirming that such condominium unit or planned unit development is acceptable
to Fannie Mae or Freddie Mac or is otherwise "warrantable" with respect thereto.
Except for two Group 4 Mortgage Loans with an aggregate Scheduled Principal
Balance as of the Cut-Off Date of $197,214.60, no Mortgaged Property is a
townhouse, a mobile home or manufactured dwelling. To the best of BSMCC's
knowledge each Mortgaged Property is lawfully occupied under applicable law;
(cc) The Mortgage Loans were originated with full, alternative or
reduced documentation;
(dd) The Assignment of Mortgage is in recordable form and is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located; and
(ee) BSMCC is either, and each Mortgage Loan was originated by, (i) a
savings and loan association, savings bank, commercial bank, credit union,
insurance company or similar institution which is supervised and examined by a
federal or State authority, (ii) a mortgagee approved by the Secretary of
Housing and Urban Development pursuant to Section 203 and 211 of the National
Housing Act or (iii) a mortgage banker or broker licensed or authorized to do
business in the jurisdiction in which the related Mortgaged Property is located,
applying the same standards and procedures used by the applicable seller in
originating Mortgage Loans directly;
(ff) With respect to each Cooperative Loan (i) there is no provision
in the Proprietary Lease which requires the Mortgagor to offer for sale the
shares owned by such Mortgagor first to the Cooperative for a price less than
the outstanding amount of the Cooperative Loan, (ii) there is no prohibition in
the Proprietary Lease against pledging such shares or assigning the Proprietary
Lease that has been violated in connection with the origination of the
Cooperative Loan, and (iii) the Recognition Agreement provided by the
Cooperative is substantially in the form of the "AZTECH" form of agreement or
includes provisions which are not materially less favorable to the lender than
those of such AZTECH form of agreement;
(gg) With respect to each Cooperative Loan, as of the closing of such
Cooperative Loan, the applicable Sub-Servicer, obtained evidence that, if the
Cooperative Building is in a federally designated flood area, a flood insurance
policy has been obtained in an amount equal to at least that required by
applicable law, which insurance the Cooperative is obligated to maintain at the
Cooperative's cost and expense;
(hh) With respect to each Cooperative Loan, as of the Closing Date,
such Cooperative Loan is secured by shares held by a "tenant-stockholder" of a
corporation that qualifies as a "cooperative housing corporation" as such terms
are defined in section 216 (b) (1) of the Internal Revenue Code of 1986, as
amended, and to the best of BSMCC's knowledge, no Cooperative is subject to
proceedings which would, if adversely determined, result in such Cooperative
losing its status as a "cooperative housing corporation" under Section 216 (b)
(1) of the Internal Revenue Code of 1986, as amended; and
(ii) With respect to each Cooperative Loan, the related Mortgage
creates a first-priority security interest in the stock in the Cooperative and
the Proprietary Lease of the related Cooperative Unit which were pledged to
secure such Cooperative Loan, and the Cooperative owns the Cooperative Building
as an estate in fee simple in real property or pursuant to a leasehold
acceptable to Fannie Mae.
<PAGE>
EXHIBIT D
REQUEST FOR RELEASE OF DOCUMENTS
[DATE]
To: Norwest Bank Minnesota, National Association,
as Custodian
1015 10th Avenue S.E.
Minneapolis, MN 55414
RE: Pooling and Servicing Agreement dated as of
June 1, 1998, among Structured Asset Mortgage Investments Inc.,
Manhattan Bank, and Norwest Bank Minnesota,
National Association, as Custodian and Master Servicer
In connection with the administration of the Mortgage Loans held by
you, as Custodian, pursuant to the above-captioned Pooling and Servicing
Agreement, we request the release, and hereby acknowledge receipt, of the
Mortgage File for the Mortgage Loan described below, for the reason indicated.
MORTGAGE LOAN NUMBER:
MORTGAGOR NAME, ADDRESS & ZIP CODE:
REASON FOR REQUESTING DOCUMENTS (check one):
______ 1. Mortgage Paid in Full and proceeds have been
deposited into the Custodial Account
______ 2. Foreclosure
______ 3. Substitution
______ 4. Other Liquidation
______ 5. Nonliquidation
______ 6. Other Reason:
By:______________________
(authorized signer)
Issuer:___________________
Address:__________________
Date:_____________________
<PAGE>
CUSTODIAN
Norwest Bank Minnesota, National Association
Please acknowledge the execution of the above request by your signature and
date below:
_____________________________ ______________________________
Signature Date
Documents returned to Custodian:
______________________________ ______________________________
Custodian Date
Date: ______________________, 19__
__________________________________
[NAME OF MASTER SERVICER]
By:______________________________
Name:
Title:
<PAGE>
EXHIBIT E
Affidavit pursuant to Section
860E(e)(4) of the Internal
Revenue Code of 1986, as
amended, and for other purposes
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Investor] (the
"Investor"), a [savings institution] [corporation] duly organized and existing
under the laws of [the State of__________] [the United States], on behalf of
which he makes this affidavit.
2. That (i) the Investor is not a "disqualified organization" as
defined in Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the "Code"), and will not be a disqualified organization as of [Closing Date]
[date of purchase]; (ii) it is not acquiring the Structured Asset Mortgage
Investments Inc. Mortgage Pass-Through Certificates, Series 1998-8, [Class R-1]
[Class R-2] [Class R-3] [Class R-4] [Class R-5] [Class R-6] Certificates (the
"Residual Certificates") for the account of a disqualified organization; (iii)
it consents to any amendment of the Pooling and Servicing Agreement that shall
be deemed necessary by Structured Asset Mortgage Investments Inc. (upon advice
of counsel) to constitute a reasonable arrangement to ensure that the Residual
Certificates will not be owned directly or indirectly by a disqualified
organization; and (iv) it will not transfer such Residual Certificates unless
(a) it has received from the transferee an affidavit in substantially the same
form as this affidavit containing these same four representations and (b) as of
the time of the transfer, it does not have actual knowledge that such affidavit
is false.
3. That the Investor is one of the following: (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
taxable as such created or organized in or under the laws of the United States
or any political subdivision thereof or (iii) an estate that is subject to U.S.
federal income tax regardless of the source of its income, or (iv) a trust other
than a "foreign trust,' as defined in Section 7701(a)(31) of the Code.
4. That the Investor's taxpayer identification number is ___________.
5. That no purpose of the acquisition of the Residual Certificates is
to avoid or impede the assessment or collection of tax.
6. That the Investor understands that, as the holder of the Residual
Certificates, the Investor may incur tax liabilities in excess of any cash flows
generated by such Residual Certificates.
7. That the Investor intends to pay taxes associated with holding the
Residual Certificates as they become due.
IN WITNESS WHEREOF, the Investor has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] this ____ day of _____________, 19__.
[NAME OF INVESTOR]
By:__________________________
[Name of Officer]
[Title of Officer]
[Address of Investor for receipt
of distributions]
Address of Investor for
receipt of tax information:
<PAGE>
Personally appeared before me the above-named [Name of Officer], known
or proved to me to be the same person who executed the foregoing instrument and
to be the [Title of Officer] of the Investor, and acknowledged to me that he
executed the same as his free act and deed and the free act and deed of the
Investor.
Subscribed and sworn before me this _____ day of _____, 19__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My commission expires the ___ day of _____________, 19__.
<PAGE>
EXHIBIT F-1
FORM OF INVESTMENT LETTER
[Date]
[SELLER]
The First National Bank of Chicago, as Trustee
One First National Plaza, Suite 0126
Chicago, Illinois 60670
Structured Asset Mortgage Investments Inc.
245 Park Avenue
New York, New York 10167
Re: SAMI Series 1998-8 Mortgage Pass-Through Certificates (the
"Certificates"), including the Class B-4, Class B-5, Class
B-6, Class 3-B-4, Class 3-B-5, Class 3-B-6, Class 4-B-4,
Class 4-B-5, AND CLASS 4-B-6 Certificates (the "Privately
Offered Certificates")
Dear Ladies and Gentlemen:
In connection with our purchase of Privately Offered Certificates, we
confirm that:
(i) we understand that the Privately Offered Certificates
are not being registered under the Securities Act of
1933, as amended (the "Act") or any applicable state
securities or "Blue Sky" laws, and are being sold to us
in a transaction that is exempt from the registration
requirements of such laws;
(ii) any information we desired concerning the Certificates,
including the Privately Offered Certificates, the trust
in which the Certificates represent the entire
beneficial ownership interest (the "Trust") or any
other matter we deemed relevant to our decision to
purchase Privately Offered Certificates has been made
available to us;
(iii) we are able to bear the economic risk of investment in
Privately Offered Certificates; we are an institutional
"accredited investor" as defined in Section 501(a) of
Regulation D promulgated under the Act and a
sophisticated institutional investor;
(iv) we are acquiring Privately Offered Certificates for our
own account, not as nominee for any other person, and
not with a present view to any distribution or other
disposition of the Privately Offered Certificates;
(v) we agree the Privately Offered Certificates must be
held indefinitely by us (and may not be sold, pledged,
hypothecated or in any way disposed of) unless
subsequently registered under the Act and any
applicable state securities or "Blue Sky" laws or an
exemption from the registration requirements of the Act
and any applicable state securities or "Blue Sky" laws
is available;
(vi) we agree that in the event that at some future time we
wish to dispose of or exchange any of the Privately
Offered Certificates (such disposition or exchange not
being currently foreseen or contemplated), we will not
transfer or exchange any of the Privately Offered
Certificates unless:
(A) (1) the sale is to an Eligible Purchaser
(as defined below), (2) if required by the Pooling
and Servicing Agreement (as defined below) a letter
to substantially the same effect as either this
letter or, if the Eligible Purchaser is a Qualified
Institutional Buyer as defined under Rule 144A of the
Act, the Rule 144A and Related Matters Certificate in
the form attached to the Pooling and Servicing
Agreement (as defined below) (or such other
documentation as may be acceptable to the Trustee) is
executed promptly by the purchaser and delivered to
the addressees hereof and (3) all offers or
solicitations in connection with the sale, whether
directly or through any agent acting on our behalf,
are limited only to Eligible Purchasers and are not
made by means of any form of general solicitation or
general advertising whatsoever; and
(B) if the Privately Offered Certificate is
not registered under the Act (as to which we
acknowledge you have no obligation), the Privately
Offered Certificate is sold in a transaction that
does not require registration under the Act and any
applicable state securities or "blue sky" laws and,
if The First National Bank of Chicago (the "Trustee")
so requests, a satisfactory Opinion of Counsel is
furnished to such effect, which Opinion of Counsel
shall be an expense of the transferor or the
transferee;
(vii) we agree to be bound by all of the terms (including
those relating to restrictions on transfer) of the
Pooling and Servicing, pursuant to which the Trust was
formed; we have reviewed carefully and understand the
terms of the Pooling and Servicing Agreement;
(viii) we either: (i) are not acquiring the Privately Offered
Certificate directly or indirectly by, or on behalf of,
an employee benefit plan or other retirement
arrangement which is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended,
and/or section 4975 of the Internal Revenue Code of
1986, as amended, or (ii) are providing as such other
evidence acceptable to the Trustee to the effect that
the proposed transfer and/or holding of a Privately
Offered Certificate and the servicing, management
and/or operation of the Trust and its assets: (I) will
not result in any prohibited transaction which is not
covered under an individual or class prohibited
transaction exemption, including, but not limited to,
Prohibited Transaction Exemption ("PTE") 84-14, PTE
91-38, PTE 90-1, PTE 95-60 or PTE 96-23 and (II) will
not give rise to any additional fiduciary duties on the
part of the Master Servicer or the Trustee.
(ix) We understand that each of the Privately Offered
Certificates bears, and will continue to bear, a legend
to substantiate the following effect: "THIS CERTIFICATE
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN
THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7)
OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS
PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE
TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED
IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF
SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH
REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN
EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION. THIS CERTIFICATE MAY NOT BE ACQUIRED
DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED,
UNLESS THE PROPOSED TRANSFER AND/OR HOLDING OF A
CERTIFICATE AND THE SERVICING, MANAGEMENT AND/OR
OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT
RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT
COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED
TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO,
PROHIBITED TRANSACTION EXEMPTION ("PTE") 84-14, PTE
91-38, PTE 90-1, PTE 95-60 OR PTE 96-23 AND (II) WILL
NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE
PART OF EITHER MASTER SERVICER OR THE TRUSTEE," WHICH
WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY
CERTIFICATE OR A GLOBAL CERTIFICATE AND WILL BE
EVIDENCED BY A REPRESENTATION TO SUCH EFFECT BY OR ON
BEHALF OF A HOLDER OF A PRIVATE CERTIFICATE.
"ELIGIBLE PURCHASER" means a corporation, partnership or other entity
which we have reasonable grounds to believe and do believe (i) can make
representations with respect to itself to substantially the same effect as the
representations set forth herein, and (ii) is either a Qualified Institutional
Buyer as defined under Rule 144A of the Act or an institutional "Accredited
Investor" as defined under Rule 501 of the Act.
Terms not otherwise defined herein shall have the meanings assigned to
them in the Pooling and Servicing Agreement dated as of June 1, 1998 among
Structured Asset Mortgage Investments Inc., Norwest Bank Minnesota, National
Association, as Master Servicer and The First National Bank of Chicago, as
Trustee (the "Pooling and Servicing Agreement").
If the Purchaser proposes that its Certificates be registered in the
name of a nominee on its behalf, the Purchaser has identified such nominee
below, and has caused such nominee to complete the Nominee Acknowledgment at the
end of this letter.
Name of Nominee (if any):___________________
<PAGE>
IN WITNESS WHEREOF, this document has been executed by the undersigned
who is duly authorized to do so on behalf of the undersigned Eligible Purchaser
on the ____ day of ________, 19__.
Very truly yours,
[PURCHASER]
By:__________________________
(Authorized Officer)
[By:_________________________
Attorney-in-fact]
<PAGE>
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Purchaser identified above, for whom the undersigned is acting
as nominee.
[NAME OF NOMINEE]
By:__________________________
(Authorized Officer)
[By:_________________________
Attorney-in-fact]
<PAGE>
EXHIBIT F-2
FORM OF RULE 144A AND RELATED MATTERS CERTIFICATE
[SELLER]
The First National Bank of Chicago, as Trustee
One First National Plaza, Suite 0126
Chicago, Illinois 60670
Structured Asset Mortgage Investments Inc.
245 Park Avenue
New York, New York 10167
Re: SAMI Series 1998-8 Mortgage Pass-Through
Certificates, Class B-4, Class B-5, Class B-6, Class
3-B-4, Class 3-B-5, Class 3-B-6, Class 4-B-4, Class
4-B-5 and Class 4-B-6 Certificates (the "Privately
Offered Certificates")
Dear Ladies and Gentlemen:
In connection with our purchase of Privately Offered Certificates, the
undersigned certifies to each of the parties to whom this letter is addressed
that it is a qualified institutional buyer (as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Act")) as follows:
1. It owned and/or invested on a discretionary basis eligible securities
(excluding affiliate's securities, bank deposit notes and CD's, loan
participations, repurchase agreements, securities owned but subject to
a repurchase agreement and swaps), as described below:
Date: _____________, 19__ (must be on or after the close of its most
recent fiscal year)
Amount: $_________________; and
2. The dollar amount set forth above is:
a. greater than $100 million and the undersigned is one of the
following entities:
(1) / / an insurance company as defined in Section 2(13)
of the Act; or1
- ----------
1 A purchase by an insurance company for one or more of its seperate accounts,
as defined by Section 2(a)(37) of the Investment Company Act of 1940, which
are neither registered nor required to be registered thereunder, shall be
deemed to be a purchase for the account of such insurance company.
<PAGE>
(2) / / an investment company registered under the
Investment Company Act or any business
development company as defined in Section
2(a)(48) of the Investment Company Act of 1940; or
(3) / / a Small Business Investment Company licensed
by the U.S. Small Business Administration
under Section 301(c) or (d) of the Small
Business Investment Act of 1958; or
(4) / / a plan (i) established and maintained by a
state, its political subdivisions, or any
agency or instrumentality of a state or its
political subdivisions, the laws of which
permit the purchase of securities of this
type, for the benefit of its employees and
(ii) the governing investment guidelines of
which permit the purchase of securities of this
type; or
(5) / / a business development company as defined in
Section 202(a)(22) of the Investment Advisers Act
of 1940; or
(6) / / a corporation (other than a U.S. bank, savings
and loan association or equivalent foreign
institution), partnership, Massachusetts or
similar business trust, or an organization
described in Section 501(c)(3) of the Internal
Revenue Code; or
(7) / / a U.S. bank, savings and loan association or
equivalent foreign institution, which has an
audited net worth of at least $25 million as
demonstrated in its latest annual financial
statements; or
(8) / / an investment adviser registered under the
Investment Advisers Act; or
b. / / greater than $10 million, and the undersigned is a
broker-dealer registered with the SEC; or
c. / / less than $10 million, and the undersigned is a
broker-dealer registered with the SEC and will only
purchase Rule 144A securities in transactions in which
it acts as a riskless principal (as defined in Rule
144A); or
d. / / less than $100 million, and the undersigned is an
investment company registered under the Investment
Company Act of 1940, which, together with one or more
registered investment companies having the same or an
affiliated investment adviser, owns at least $100
million of eligible securities; or
e. / / less than $100 million, and the undersigned is an
entity, all the equity owners of which are qualified
institutional buyers.
The undersigned further certifies that it is purchasing a Privately
Offered Certificate for its own account or for the account of others that
independently qualify as "Qualified Institutional Buyers" as defined in Rule
144A. It is aware that the sale of the Privately Offered Certificates is being
made in reliance on its continued compliance with Rule 144A. It is aware that
the transferor may rely on the exemption from the provisions of Section 5 of the
Act provided by Rule 144A. The undersigned understands that the Privately
Offered Certificates may be resold, pledged or transferred only to (i) a person
reasonably believed to be a Qualified Institutional Buyer that purchases for its
own account or for the account of a Qualified Institutional Buyer to whom notice
is given that the resale, pledge or transfer is being made in reliance in Rule
144A, or (ii) an institutional "accredited investor," as such term is defined
under Rule 501 of the Act in a transaction that otherwise does not constitute a
public offering.
The undersigned agrees that if at some future time it wishes to
dispose of or exchange any of the Privately Offered Certificates, it will not
transfer or exchange any of the Privately Offered Certificates to a Qualified
Institutional Buyer without first obtaining a Rule 144A and Related Matters
Certificate in the form hereof from the transferee and delivering such
certificate to the addressees hereof. Prior to making any transfer of Privately
Offered Certificates, if the proposed Transferee is an institutional "accredited
investor," the transferor shall obtain from the transferee and deliver to the
addressees hereof an Investment Letter in the form attached to the Pooling and
Servicing Agreement dated as of June 1, 1998 among Structured Asset Mortgage
Investments Inc., Norwest Bank Minnesota, National Association, as Master
Servicer and The First National Bank of Chicago, as Trustee, pursuant to which
the Certificates were issued.
The undersigned certifies that it either: (i) is not acquiring the
Privately Offered Certificate directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement which is subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended, and/or
section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) is
providing such other evidence acceptable to the Trustee to the effect that the
proposed transfer and/or holding of a Privately Offered Certificate and the
servicing, management and/or operation of the Trust and its assets: (I) will not
result in any prohibited transaction which is not covered under an individual or
class prohibited transaction exemption, including, but not limited to,
Prohibited Transaction Exemption ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60
or PTE 96-23 and (II) will not give rise to any additional fiduciary duties on
the part of the Master Servicer or the Trustee.
If the Purchaser proposes that its Certificates be registered in the
name of a nominee on its behalf, the Purchaser has identified such nominee
below, and has caused such nominee to complete the Nominee Acknowledgment at the
end of this letter.
<PAGE>
Name of Nominee (if any):___________________
IN WITNESS WHEREOF, this document has been executed by the undersigned
who is duly authorized to do so on behalf of the undersigned Eligible Purchaser
on the ____ day of ________, 19__.
Very truly yours,
[PURCHASER]
By:_____________________________
(Authorized Officer)
[By:____________________________
Attorney-in-fact]
<PAGE>
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Purchaser identified above, for whom the undersigned is acting
as nominee.
[NAME OF NOMINEE]
By:________________________
(Authorized Officer)
[By:________________________
Attorney-in-fact]
<PAGE>
EXHIBIT G
FORM OF INITIAL CERTIFICATION
Norwest Bank Minnesota, National Association,
as Master Servicer
1015 10th Avenue S.E.
Minneapolis, MN 55414
The First National Bank of Chicago, as Trustee
One First National Plaza, Suite 0126
Chicago, Illinois 60670
Structured Asset Mortgage Investments Inc.
245 Park Avenue
New York, New York 10167
Re: Pooling and Servicing Agreement dated as of June 1, 1998, among
Structured Asset Mortgage Investments Inc., as seller, Norwest
Bank Minnesota, National Association, as Master Servicer and
Custodian, and The First National Bank of Chicago, as trustee,
regarding Mortgage Pass-Through Certificates, Series 1998-8
Ladies and Gentlemen:
In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Custodian, hereby certifies that,
except as otherwise noted on the attached exception report, that as to each
Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or listed on the attachment hereto) it has reviewed the Mortgage
File and the Mortgage Loan Schedule and has determined that: (i) all documents
required to be included in the Mortgage File pursuant to the Pooling and
Servicing Agreement are in its possession; (ii) such documents have been
reviewed by it and appear regular on their face, have, where applicable, been
executed and relate to such Mortgage Loan; and (iii) based on examination by it,
and only as to such documents, the information set forth in the Mortgage Loan
Schedule as to Mortgagor Name, original principal balance and loan number
respecting such Mortgage Loan is correct and accurately reflects the information
in the Mortgage Loan File.
The undersigned has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The undersigned makes no
representation that any documents specified in subclauses (iv), (v) and (vii) of
Section 2.01(b) should be included in any Mortgage File. The undersigned makes
no representations as to: (i) the validity, legality, enforceability or
genuineness of any of the documents contained in each Mortgage File of any of
the Mortgage Loans identified on the Mortgage Loan Schedule or (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Custodian
By:__________________________________
Name:
Title:
Date:_______________________
<PAGE>
EXHIBIT H
FORM OF FINAL CERTIFICATION
Norwest Bank Minnesota, National Association,
as Master Servicer
1015 10th Avenue S.E.
Minneapolis, MN 55414
The First National Bank of Chicago, as Trustee
One First National Plaza, Suite 0126
Chicago, Illinois 60670
Structured Asset Mortgage Investments Inc.
245 Park Avenue
New York, New York 10167
Re: Pooling and Servicing Agreement dated as of June 1, 1998, among
Structured Asset Mortgage Investments Inc., as seller, Norwest
Bank Minnesota, National Association, as Master Servicer and
Custodian, and The First National Bank of Chicago, as trustee,
regarding Mortgage Pass-Through Certificates, Series 1998-8
Ladies and Gentlemen:
In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, hereby certifies that, except as otherwise
noted on the attached exception report, that as to each Mortgage Loan listed on
the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed
on the attachment hereto) it has received the documents set forth in Section
2.01 and has determined that (i) all documents required to be included in the
Mortgage File pursuant to the Pooling and Servicing Agreement are in its
possession; (ii) such documents have been reviewed by it and appear regular on
their face, have, where applicable, been executed and relate to such Mortgage
Loan; and (iii) based on examination by it, and only as to such documents, the
information set forth in the Mortgage Loan Schedule as to Mortgagor name,
original principal balance and loan number respecting such Mortgage Loan is
correct and accurately reflects the information in the Mortgage Loan File.
The undersigned has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The undersigned makes no
representation that any documents specified in subclauses (iv), (v) and (vii) of
Section 2.01(b) should be included in any Mortgage File. The undersigned makes
no representations as to: (i) the validity, legality, enforceability or
genuineness of any of the documents contained in each Mortgage File of any of
the Mortgage Loans identified on the Mortgage Loan Schedule or (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Custodian
By:__________________________________
Name:
Title:
Date:________________________
<PAGE>
EXHIBIT I
<TABLE>
<CAPTION>
PLANNED BALANCES OF THE PAC CERTIFICATES
CLASS CLASS CLASS CLASS CLASS CLASS Component Component
DISTRI- 2-A-1 2-A-2 2-A-3 2-A-5 2-A-7 2-A-8 2-A-6-I 2-A-6-II
BUTION Planned Planned Planned Planned Planned Planned Planned Planned
Date Balance Balance Balance Balance Balance Balance Balance Balance
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6/25/98 $10,121,000.00 $3,757,000.00 $7,472,000.00 $5,000,000.00 $5,809,000.00 $3,866,000.00 $9,303,000.00 $24,249,000.00
7/25/98 10,121,000.00 3,757,000.00 7,472,000.00 4,977,812.06 5,809,000.00 3,866,000.00 9,303,000.00 24,141,392.94
8/25/98 10,121,000.00 3,757,000.00 7,472,000.00 4,950,569.34 5,809,000.00 3,866,000.00 9,303,000.00 24,009,271.16
9/25/98 10,121,000.00 3,757,000.00 7,472,000.00 4,918,286.99 5,809,000.00 3,866,000.00 9,303,000.00 23,852,708.25
10/25/98 10,121,000.00 3,757,000.00 7,472,000.00 4,880,976.14 5,809,000.00 3,866,000.00 9,303,000.00 23,671,758.07
11/25/98 10,121,000.00 3,757,000.00 7,472,000.00 4,838,652.42 5,809,000.00 3,866,000.00 9,303,000.00 23,466,496.49
12/25/98 10,121,000.00 3,757,000.00 7,472,000.00 4,791,335.96 5,809,000.00 3,866,000.00 9,303,000.00 23,237,021.16
1/25/99 10,121,000.00 3,757,000.00 7,472,000.00 4,739,051.42 5,809,000.00 3,866,000.00 9,303,000.00 22,983,451.57
2/25/99 10,121,000.00 3,757,000.00 7,472,000.00 4,681,827.96 5,809,000.00 3,866,000.00 9,303,000.00 22,705,929.26
3/25/99 10,121,000.00 3,757,000.00 7,472,000.00 4,619,699.21 5,809,000.00 3,866,000.00 9,303,000.00 22,404,617.24
4/25/99 10,121,000.00 3,757,000.00 7,472,000.00 4,552,703.28 5,809,000.00 3,866,000.00 9,303,000.00 22,079,700.35
5/25/99 10,121,000.00 3,757,000.00 7,472,000.00 4,480,882.69 5,809,000.00 3,866,000.00 9,303,000.00 21,731,384.87
6/25/99 10,121,000.00 3,757,000.00 7,472,000.00 4,404,284.39 5,809,000.00 3,866,000.00 9,303,000.00 21,359,898.41
7/25/99 10,121,000.00 3,757,000.00 7,472,000.00 4,322,959.64 5,809,000.00 3,866,000.00 9,303,000.00 20,965,489.64
8/25/99 10,121,000.00 3,757,000.00 7,472,000.00 4,236,964.05 5,809,000.00 3,866,000.00 9,303,000.00 20,548,428.27
9/25/99 10,121,000.00 3,757,000.00 7,472,000.00 4,146,357.44 5,809,000.00 3,866,000.00 9,303,000.00 20,109,004.33
10/25/99 10,121,000.00 3,757,000.00 7,472,000.00 4,051,203.85 5,809,000.00 3,866,000.00 9,303,000.00 19,647,528.43
11/25/99 10,121,000.00 3,757,000.00 7,472,000.00 3,951,571.39 5,809,000.00 3,866,000.00 9,303,000.00 19,164,330.95
12/25/99 10,121,000.00 3,757,000.00 7,472,000.00 3,847,532.25 5,809,000.00 3,866,000.00 9,303,000.00 18,659,761.93
1/25/00 10,121,000.00 3,757,000.00 7,472,000.00 3,739,162.56 5,809,000.00 3,866,000.00 9,303,000.00 18,134,190.56
2/25/00 10,121,000.00 3,757,000.00 7,472,000.00 3,626,542.29 5,809,000.00 3,866,000.00 9,303,000.00 17,588,004.81
3/25/00 10,121,000.00 3,757,000.00 7,472,000.00 3,509,755.24 5,809,000.00 3,866,000.00 9,303,000.00 17,021,610.98
4/25/00 10,121,000.00 3,757,000.00 7,472,000.00 3,388,888.84 5,809,000.00 3,866,000.00 9,303,000.00 16,435,433.12
5/25/00 10,121,000.00 3,757,000.00 7,472,000.00 3,264,034.11 5,809,000.00 3,866,000.00 9,303,000.00 15,829,912.63
6/25/00 10,121,000.00 3,757,000.00 7,472,000.00 3,135,285.50 5,809,000.00 3,866,000.00 9,303,000.00 15,205,507.59
7/25/00 10,121,000.00 3,757,000.00 7,472,000.00 3,102,775.92 5,809,000.00 3,866,000.00 8,717,814.60 15,047,842.67
8/25/00 10,121,000.00 3,757,000.00 7,472,000.00 3,069,441.29 5,809,000.00 3,866,000.00 8,115,840.26 14,886,176.38
9/25/00 10,121,000.00 3,757,000.00 7,472,000.00 3,035,328.96 5,809,000.00 3,866,000.00 7,497,408.92 14,720,738.40
10/25/00 10,121,000.00 3,757,000.00 7,472,000.00 3,000,487.56 5,809,000.00 3,866,000.00 6,862,862.51 14,551,764.54
11/25/00 10,121,000.00 3,757,000.00 7,472,000.00 2,965,022.75 5,809,000.00 3,866,000.00 6,213,400.39 14,379,767.31
12/25/00 10,121,000.00 3,757,000.00 7,472,000.00 2,930,224.70 5,809,000.00 3,866,000.00 5,568,212.54 14,211,003.74
1/25/01 10,121,000.00 3,757,000.00 7,472,000.00 2,896,085.19 5,809,000.00 3,866,000.00 4,927,271.62 14,045,433.94
2/25/01 10,121,000.00 3,757,000.00 7,472,000.00 2,862,596.07 5,809,000.00 3,866,000.00 4,290,550.46 13,883,018.42
3/25/01 10,121,000.00 3,757,000.00 7,472,000.00 2,829,749.29 5,809,000.00 3,866,000.00 3,658,022.08 13,723,718.11
4/25/01 10,121,000.00 3,757,000.00 7,472,000.00 2,797,536.91 5,809,000.00 3,866,000.00 3,029,659.66 13,567,494.48
5/25/01 10,121,000.00 3,757,000.00 7,472,000.00 2,765,951.02 5,809,000.00 3,866,000.00 2,405,436.58 13,414,309.25
6/25/01 10,121,000.00 3,757,000.00 7,472,000.00 2,734,983.86 5,809,000.00 3,866,000.00 1,785,326.38 13,264,124.71
7/25/01 10,121,000.00 3,757,000.00 7,472,000.00 2,704,627.70 5,809,000.00 3,866,000.00 1,169,302.77 13,116,903.41
8/25/01 10,121,000.00 3,757,000.00 7,472,000.00 2,674,874.93 5,809,000.00 3,866,000.00 557,339.64 12,972,608.41
9/25/01 10,070,411.05 3,757,000.00 7,472,000.00 2,645,717.99 5,809,000.00 3,866,000.00 - 12,831,203.13
10/25/01 9,466,491.22 3,757,000.00 7,472,000.00 2,617,149.45 5,809,000.00 3,866,000.00 - 12,692,651.40
11/25/01 8,866,554.56 3,757,000.00 7,472,000.00 2,589,161.92 5,809,000.00 3,866,000.00 - 12,556,917.47
12/25/01 8,270,575.63 3,757,000.00 7,472,000.00 2,561,748.10 5,809,000.00 3,866,000.00 - 12,423,965.91
1/25/02 7,678,529.17 3,757,000.00 7,472,000.00 2,534,900.77 5,809,000.00 3,866,000.00 - 12,293,761.73
2/25/02 7,090,390.08 3,757,000.00 7,472,000.00 2,508,612.78 5,809,000.00 3,866,000.00 - 12,166,270.28
3/25/02 6,506,133.42 3,757,000.00 7,472,000.00 2,482,877.09 5,809,000.00 3,866,000.00 - 12,041,457.34
4/25/02 5,925,734.42 3,757,000.00 7,472,000.00 2,457,686.71 5,809,000.00 3,866,000.00 - 11,919,289.03
5/25/02 5,349,168.47 3,757,000.00 7,472,000.00 2,433,034.74 5,809,000.00 3,866,000.00 - 11,799,731.86
6/25/02 4,776,411.12 3,757,000.00 7,472,000.00 2,408,914.32 5,809,000.00 3,866,000.00 - 11,682,752.65
7/25/02 4,207,438.08 3,757,000.00 7,472,000.00 2,385,318.71 5,809,000.00 3,866,000.00 - 11,568,318.68
8/25/02 3,642,225.23 3,757,000.00 7,472,000.00 2,362,241.22 5,809,000.00 3,866,000.00 - 11,456,397.47
9/25/02 3,080,748.61 3,757,000.00 7,472,000.00 2,339,675.24 5,809,000.00 3,866,000.00 - 11,346,957.00
10/25/02 2,522,984.40 3,757,000.00 7,472,000.00 2,317,614.24 5,809,000.00 3,866,000.00 - 11,239,965.57
11/25/02 1,968,908.94 3,757,000.00 7,472,000.00 2,296,051.75 5,809,000.00 3,866,000.00 - 11,135,391.76
12/25/02 1,418,498.75 3,757,000.00 7,472,000.00 2,274,981.36 5,809,000.00 3,866,000.00 - 11,033,204.58
1/25/03 871,730.47 3,757,000.00 7,472,000.00 2,254,396.75 5,809,000.00 3,866,000.00 - 10,933,373.34
2/25/03 328,580.92 3,757,000.00 7,472,000.00 2,234,291.66 5,809,000.00 3,866,000.00 - 10,835,867.71
3/25/03 - 3,546,027.05 7,472,000.00 2,214,659.93 5,809,000.00 3,866,000.00 - 10,740,657.72
4/25/03 - 3,010,045.99 7,472,000.00 2,195,495.40 5,809,000.00 3,866,000.00 - 10,647,713.58
5/25/03 - 2,477,615.00 7,472,000.00 2,176,792.04 5,809,000.00 3,866,000.00 - 10,557,006.01
6/25/03 - 1,948,711.48 7,472,000.00 2,158,543.87 5,809,000.00 3,866,000.00 - 10,468,506.04
7/25/03 - 1,454,725.92 7,472,000.00 2,142,759.04 5,809,000.00 3,866,000.00 - 10,391,952.78
8/25/03 - 964,159.70 7,472,000.00 2,127,405.74 5,809,000.00 3,866,000.00 - 10,317,492.35
9/25/03 - 476,990.73 7,472,000.00 2,112,478.21 5,809,000.00 3,866,000.00 - 10,245,096.85
10/25/03 - - 7,465,197.10 2,097,970.76 5,809,000.00 3,866,000.00 - 10,174,738.58
11/25/03 - - 6,984,757.01 2,083,877.72 5,809,000.00 3,866,000.00 - 10,106,390.19
12/25/03 - - 6,507,648.82 2,070,193.56 5,809,000.00 3,866,000.00 - 10,040,024.70
1/25/04 - - 6,033,851.04 2,056,912.73 5,809,000.00 3,866,000.00 - 9,975,615.34
2/25/04 - - 5,565,695.84 2,043,627.47 5,809,000.00 3,866,000.00 - 9,911,184.52
3/25/04 - - 5,114,364.81 2,028,417.32 5,809,000.00 3,866,000.00 - 9,837,418.32
4/25/04 - - 4,679,329.79 2,011,363.63 5,809,000.00 3,866,000.00 - 9,754,711.35
5/25/04 - - 4,260,078.62 1,992,545.09 5,809,000.00 3,866,000.00 - 9,663,445.20
6/25/04 - - 3,856,114.57 1,972,037.87 5,809,000.00 3,866,000.00 - 9,563,989.25
7/25/04 - - 3,505,745.40 1,945,666.27 5,809,000.00 3,866,000.00 - 9,436,092.25
8/25/04 - - 3,168,875.24 1,917,877.36 5,809,000.00 3,866,000.00 - 9,301,321.63
9/25/04 - - 2,845,064.33 1,888,737.89 5,809,000.00 3,866,000.00 - 9,160,001.01
10/25/04 - - 2,533,886.44 1,858,312.33 5,809,000.00 3,866,000.00 - 9,012,443.13
11/25/04 - - 2,234,928.44 1,826,663.00 5,809,000.00 3,866,000.00 - 8,858,950.21
12/25/04 - - 1,947,789.95 1,793,850.14 5,809,000.00 3,866,000.00 - 8,699,814.38
1/25/05 - - 1,672,082.94 1,759,931.92 5,809,000.00 3,866,000.00 - 8,535,317.80
2/25/05 - - 1,407,431.34 1,724,964.58 5,809,000.00 3,866,000.00 - 8,365,733.22
3/25/05 - - 1,153,470.72 1,689,002.41 5,809,000.00 3,866,000.00 - 8,191,323.88
4/25/05 - - 909,847.89 1,652,432.29 5,809,000.00 3,866,000.00 - 8,013,966.14
5/25/05 - - 676,220.58 1,615,518.70 5,809,000.00 3,866,000.00 - 7,834,942.62
6/25/05 - - 452,257.14 1,578,296.64 5,809,000.00 3,866,000.00 - 7,654,423.04
7/25/05 - - 304,558.11 1,536,139.62 5,809,000.00 3,866,000.00 - 7,449,969.92
8/25/05 - - 163,828.67 1,493,982.32 5,809,000.00 3,866,000.00 - 7,245,515.44
9/25/05 - - 29,814.10 1,451,848.81 5,809,000.00 3,866,000.00 - 7,041,176.36
10/25/05 - - - 1,393,055.16 5,809,000.00 3,866,000.00 - 6,756,038.93
11/25/05 - - - 1,330,298.57 5,809,000.00 3,866,000.00 - 6,451,682.02
12/25/05 - - - 1,268,657.07 5,809,000.00 3,866,000.00 - 6,152,733.07
1/25/06 - - - 1,208,112.38 5,809,000.00 3,866,000.00 - 5,859,103.44
2/25/06 - - - 1,148,646.53 5,809,000.00 3,866,000.00 - 5,570,705.93
3/25/06 - - - 1,090,241.80 5,809,000.00 3,866,000.00 - 5,287,454.69
4/25/06 - - - 1,032,880.78 5,809,000.00 3,866,000.00 - 5,009,265.18
5/25/06 - - - 976,546.30 5,809,000.00 3,866,000.00 - 4,736,054.25
6/25/06 - - - 921,221.51 5,809,000.00 3,866,000.00 - 4,467,740.08
7/25/06 - - - 872,936.82 5,809,000.00 3,866,000.00 - 4,233,569.00
8/25/06 - - - 825,491.41 5,809,000.00 3,866,000.00 - 4,003,468.24
9/25/06 - - - 778,871.40 5,809,000.00 3,866,000.00 - 3,777,370.49
10/25/06 - - - 733,063.13 5,809,000.00 3,866,000.00 - 3,555,209.56
11/25/06 - - - 688,053.17 5,809,000.00 3,866,000.00 - 3,336,920.25
12/25/06 - - - 643,828.31 5,809,000.00 3,866,000.00 - 3,122,438.55
1/25/07 - - - 600,375.55 5,809,000.00 3,866,000.00 - 2,911,701.36
2/25/07 - - - 557,682.09 5,809,000.00 3,866,000.00 - 2,704,646.59
3/25/07 - - - 515,735.33 5,809,000.00 3,866,000.00 - 2,501,213.18
4/25/07 - - - 474,522.88 5,809,000.00 3,866,000.00 - 2,301,341.04
5/25/07 - - - 434,032.56 5,809,000.00 3,866,000.00 - 2,104,971.10
6/25/07 - - - 394,252.37 5,809,000.00 3,866,000.00 - 1,912,045.14
7/25/07 - - - 360,355.30 5,809,000.00 3,866,000.00 - 1,747,651.16
8/25/07 - - - 326,992.84 5,809,000.00 3,866,000.00 - 1,585,849.90
9/25/07 - - - 294,156.77 5,809,000.00 3,866,000.00 - 1,426,601.48
10/25/07 - - - 261,838.97 5,809,000.00 3,866,000.00 - 1,269,866.61
11/25/07 - - - 230,031.48 5,809,000.00 3,866,000.00 - 1,115,606.67
12/25/07 - - - 198,726.43 5,809,000.00 3,866,000.00 - 963,783.45
1/25/08 - - - 167,916.10 5,809,000.00 3,866,000.00 - 814,359.49
2/25/08 - - - 137,592.85 5,809,000.00 3,866,000.00 - 667,297.83
3/25/08 - - - 107,749.19 5,809,000.00 3,866,000.00 - 522,562.01
4/25/08 - - - 78,377.73 5,809,000.00 3,866,000.00 - 380,116.32
5/25/08 - - - 49,471.19 5,809,000.00 3,866,000.00 - 239,925.38
6/25/08 - - - 21,022.39 5,809,000.00 3,866,000.00 - 101,954.39
7/25/08 - - - - 5,768,193.51 3,866,000.00 -
8/25/08 - - - - 5,607,006.03 3,866,000.00 -
9/25/08 - - - - 5,448,374.30 3,866,000.00 -
10/25/08 - - - - 5,292,258.90 3,866,000.00 -
11/25/08 - - - - 5,138,620.99 3,866,000.00 -
12/25/08 - - - - 4,987,422.32 3,866,000.00 -
1/25/09 - - - - 4,838,625.24 3,866,000.00 -
2/25/09 - - - - 4,692,192.65 3,866,000.00 -
3/25/09 - - - - 4,548,088.02 3,866,000.00 -
4/25/09 - - - - 4,406,275.39 3,866,000.00
5/25/09 - - - - 4,266,719.33 3,866,000.00
6/25/09 - - - - 4,129,384.95 3,866,000.00
7/25/09 - - - - 3,994,237.91 3,866,000.00
8/25/09 - - - - 3,861,244.37 3,866,000.00
9/25/09 - - - - 3,730,371.02 3,866,000.00
10/25/09 - - - - 3,601,585.06 3,866,000.00
11/25/09 - - - - 3,474,854.17 3,866,000.00
12/25/09 - - - - 3,350,146.53 3,866,000.00
1/25/10 - - - - 3,227,430.83 3,866,000.00
2/25/10 - - - - 3,106,676.20 3,866,000.00
3/25/10 - - - - 2,987,852.26 3,866,000.00
4/25/10 - - - - 2,870,929.09 3,866,000.00
5/25/10 - - - - 2,755,877.22 3,866,000.00
6/25/10 - - - - 2,642,667.63 3,866,000.00
7/25/10 - - - - 2,531,271.76 3,866,000.00
8/25/10 - - - - 2,421,661.47 3,866,000.00
9/25/10 - - - - 2,313,809.05 3,866,000.00
10/25/10 - - - - 2,207,687.21 3,866,000.00
11/25/10 - - - - 2,103,269.07 3,866,000.00
12/25/10 - - - - 2,000,528.19 3,866,000.00
1/25/11 - - - - 1,899,438.49 3,866,000.00
2/25/11 - - - - 1,799,974.34 3,866,000.00
3/25/11 - - - - 1,702,110.46 3,866,000.00
4/25/11 - - - - 1,605,821.98 3,866,000.00
5/25/11 - - - - 1,511,084.38 3,866,000.00
6/25/11 - - - - 1,417,873.55 3,866,000.00
7/25/11 - - - - 1,326,165.71 3,866,000.00
8/25/11 - - - - 1,235,937.48 3,866,000.00
9/25/11 - - - - 1,147,165.81 3,866,000.00
10/25/11 - - - - 1,059,828.03 3,866,000.00
11/25/11 - - - - 973,901.79 3,866,000.00
12/25/11 - - - - 889,365.11 3,866,000.00
1/25/12 - - - - 806,196.30 3,866,000.00
2/25/12 - - - - 724,374.05 3,866,000.00
3/25/12 - - - - 643,877.35 3,866,000.00
4/25/12 - - - - 564,685.52 3,866,000.00
5/25/12 - - - - 486,778.18 3,866,000.00
6/25/12 - - - - 410,135.29 3,866,000.00
7/25/12 - - - - 334,737.09 3,866,000.00
8/25/12 - - - - 260,564.15 3,866,000.00
9/25/12 - - - - 187,597.31 3,866,000.00
10/25/12 - - - - 115,817.71 3,866,000.00
11/25/12 - - - - 45,206.80 3,866,000.00
12/25/12 - - - - - 3,841,746.29
1/25/13 - - - - - 3,773,418.18
2/25/13 - - - - - 3,706,204.74
3/25/13 - - - - - 3,640,088.50
4/25/13 - - - - - 3,442,114.84
5/25/13 - - - - - 3,348,888.69
6/25/13 - - - - - 3,288,842.44
7/25/13 - - - - - 3,229,779.45
8/25/13 - - - - - 3,171,684.29
9/25/13 - - - - - 3,114,541.77
10/25/13 - - - - - 3,058,336.92
11/25/13 - - - - - 3,003,055.04
12/25/13 - - - - - 2,948,681.61
1/25/14 - - - - - 2,895,202.34
2/25/14 - - - - - 2,842,603.20
3/25/14 - - - - - 2,790,870.33
4/25/14 - - - - - 2,739,990.09
5/25/14 - - - - - 2,689,949.07
6/25/14 - - - - - 2,640,734.05
7/25/14 - - - - - 2,592,332.02
8/25/14 - - - - - 2,544,730.16
9/25/14 - - - - - 2,497,915.86
10/25/14 - - - - - 2,451,876.70
11/25/14 - - - - - 2,406,600.45
12/25/14 - - - - - 2,362,075.08
1/25/15 - - - - - 2,318,288.71
2/25/15 - - - - - 2,275,229.69
3/25/15 - - - - - 2,232,886.50
4/25/15 - - - - - 2,191,247.85
5/25/15 - - - - - 2,150,302.58
6/25/15 - - - - - 2,110,039.73
7/25/15 - - - - - 2,070,448.49
8/25/15 - - - - - 2,031,518.23
9/25/15 - - - - - 1,993,238.48
10/25/15 - - - - - 1,955,598.93
11/25/15 - - - - - 1,918,589.43
12/25/15 - - - - - 1,882,199.98
1/25/16 - - - - - 1,846,420.73
2/25/16 - - - - - 1,811,242.02
3/25/16 - - - - - 1,776,654.30
4/25/16 - - - - - 1,742,648.16
5/25/16 - - - - - 1,709,214.38
6/25/16 - - - - - 1,676,343.85
7/25/16 - - - - - 1,644,027.60
8/25/16 - - - - - 1,612,256.81
9/25/16 - - - - - 1,581,022.79
10/25/16 - - - - - 1,550,317.00
11/25/16 - - - - - 1,520,131.01
12/25/16 - - - - - 1,490,456.52
1/25/17 - - - - - 1,461,285.39
2/25/17 - - - - - 1,432,609.57
3/25/17 - - - - - 1,404,421.15
4/25/17 - - - - - 1,376,712.35
5/25/17 - - - - - 1,349,475.49
6/25/17 - - - - - 1,322,703.02
7/25/17 - - - - - 1,296,387.51
8/25/17 - - - - - 1,270,521.64
9/25/17 - - - - - 1,245,098.23
10/25/17 - - - - - 1,220,110.16
11/25/17 - - - - - 1,195,550.46
12/25/17 - - - - - 1,171,412.26
1/25/18 - - - - - 1,147,688.80
2/25/18 - - - - - 1,124,373.40
3/25/18 - - - - - 1,101,459.52
4/25/18 - - - - - 1,078,940.69
5/25/18 - - - - - 1,056,810.57
6/25/18 - - - - - 1,035,062.89
7/25/18 - - - - - 1,013,691.49
8/25/18 - - - - - 992,690.30
9/25/18 - - - - - 972,053.37
10/25/18 - - - - - 951,774.80
11/25/18 - - - - - 931,848.82
12/25/18 - - - - - 912,269.74
1/25/19 - - - - - 893,031.96
2/25/19 - - - - - 874,129.95
3/25/19 - - - - - 855,558.27
4/25/19 - - - - - 837,311.59
5/25/19 - - - - - 819,384.63
6/25/19 - - - - - 801,772.21
7/25/19 - - - - - 784,469.22
8/25/19 - - - - - 767,470.65
9/25/19 - - - - - 750,771.56
10/25/19 - - - - - 734,367.09
11/25/19 - - - - - 718,252.45
12/25/19 - - - - - 702,422.90
1/25/20 - - - - - 686,873.82
2/25/20 - - - - - 671,600.63
3/25/20 - - - - - 656,598.84
4/25/20 - - - - - 641,864.01
5/25/20 - - - - - 627,391.81
6/25/20 - - - - - 613,177.92
7/25/20 - - - - - 599,218.12
8/25/20 - - - - - 585,508.28
9/25/20 - - - - - 572,044.29
10/25/20 - - - - - 558,822.12
11/25/20 - - - - - 545,837.82
12/25/20 - - - - - 533,087.49
1/25/21 - - - - - 520,567.28
2/25/21 - - - - - 508,273.43
3/25/21 - - - - - 496,202.19
4/25/21 - - - - - 484,349.92
5/25/21 - - - - - 472,713.00
6/25/21 - - - - - 461,287.89
7/25/21 - - - - - 450,071.10
8/25/21 - - - - - 439,059.18
9/25/21 - - - - - 428,248.77
10/25/21 - - - - - 417,636.53
11/25/21 - - - - - 407,219.17
12/25/21 - - - - - 396,993.48
1/25/22 - - - - - 386,956.28
2/25/22 - - - - - 377,104.45
3/25/22 - - - - - 367,434.92
4/25/22 - - - - - 357,944.66
5/25/22 - - - - - 348,630.69
6/25/22 - - - - - 339,490.08
7/25/22 - - - - - 330,519.94
8/25/22 - - - - - 321,717.44
9/25/22 - - - - - 313,079.77
10/25/22 - - - - - 304,604.20
11/25/22 - - - - - 296,288.01
12/25/22 - - - - - 288,128.53
1/25/23 - - - - - 280,123.15
2/25/23 - - - - - 272,269.29
3/25/23 - - - - - 264,564.41
4/25/23 - - - - - 257,006.00
5/25/23 - - - - - 249,591.61
6/25/23 - - - - - 242,318.82
7/25/23 - - - - - 235,185.25
8/25/23 - - - - - 228,188.55
9/25/23 - - - - - 221,326.43
10/25/23 - - - - - 214,596.60
11/25/23 - - - - - 207,996.85
12/25/23 - - - - - 201,524.95
1/25/24 - - - - - 195,178.76
2/25/24 - - - - - 188,956.15
3/25/24 - - - - - 182,855.00
4/25/24 - - - - - 176,873.28
5/25/24 - - - - - 171,008.97
6/25/24 - - - - - 165,260.03
7/25/24 - - - - - 159,624.53
8/25/24 - - - - - 154,100.52
9/25/24 - - - - - 148,686.12
10/25/24 - - - - - 143,379.44
11/25/24 - - - - - 138,178.64
12/25/24 - - - - - 133,081.92
1/25/25 - - - - - 128,087.48
2/25/25 - - - - - 123,193.58
3/25/25 - - - - - 118,398.49
4/25/25 - - - - - 113,700.52
5/25/25 - - - - - 109,097.98
6/25/25 - - - - - 104,589.25
7/25/25 - - - - - 100,172.70
8/25/25 - - - - - 95,846.73
9/25/25 - - - - - 91,609.78
10/25/25 - - - - - 87,460.31
11/25/25 - - - - - 83,396.80
12/25/25 - - - - - 79,417.78
1/25/26 - - - - - 75,521.76
2/25/26 - - - - - 71,707.30
3/25/26 - - - - - 67,972.98
4/25/26 - - - - - 64,317.41
5/25/26 - - - - - 60,739.21
6/25/26 - - - - - 57,237.03
7/25/26 - - - - - 53,809.52
8/25/26 - - - - - 50,455.39
9/25/26 - - - - - 47,173.35
10/25/26 - - - - - 43,962.14
11/25/26 - - - - - 40,820.50
12/25/26 - - - - - 37,747.22
1/25/27 - - - - - 34,741.06
2/25/27 - - - - - 31,800.87
3/25/27 - - - - - 28,925.46
4/25/27 - - - - - 26,113.70
5/25/27 - - - - - 23,364.45
6/25/27 - - - - - 20,676.59
7/25/27 - - - - - 18,049.04
8/25/27 - - - - - 15,480.72
9/25/27 - - - - - 12,970.58
10/25/27 - - - - - 10,517.57
11/25/27 - - - - - 8,120.66
12/25/27 - - - - - 5,778.86
1/25/28 - - - - - 3,491.16
2/25/28 - - - - - 1,256.61
3/25/28 - - - - -
and thereafter - - - - -
</TABLE>
<PAGE>
<PAGE>
EXHIBIT J
LIST OF MORTGAGE LOANS
FOR WHICH MORTGAGE NOTES ARE LOST
<PAGE>
<TABLE>
<CAPTION>
Structured Asset Mortgage Investments Inc. 1998-8
Schedule of Lost Mortgage Notes
- -----------------------------------------------------------------------------------------------------------------------------------
MTG SUB
LOAN LOAN LOAN PROP MTG SERVICE NET MATURITY
GROUP NUMBER NAME STREET CITY STATE ZIP TYPE TYPE RATE FEE RATE OTERM DATE
ADDRESS
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3 012734455 MOUSSALLEM 1825 E COLTER ST PHOENIX AZ 85016 01 SF 7.875 0.2500 7,625 180 03/01/13
MOURAD
2 005193138 O'CONNOR 14 WATERSIDE CLOSE EAST CHESTER NY 10707 01 PD 7.500 0.2500 7.250 360 05/01/28
DIANA
4 005257083 WINSLOW 326-328 ELM STREET WEST HAVEN CT 06516 01 2F 8.625 0.2500 8.375 360 05/01/28
ELAIN
FIRST
MTG REM ORIG PAY P&I CURR PAID MI
LOAN TERM BAL DATE PAYMENT BAL LTV TO COMPANY
GROUP
<S> <C> <C> <C> <C> <C> <C> <C> <C>
3 177 04/01/98 974.53 75.00 6/01/98 00
2 359 06/01/98 2,391.32 79.60 06/01/98 00
4 359 57,600.00 06/01/98 448.01 57,565.99 80.00 06/01/98 00
- -----------------------------------------------
Number of Loans: 3
Total Unpaid Principal Balance: $501,155.55
- -----------------------------------------------
</TABLE>
