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STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
Seller,
EMC MORTGAGE CORPORATION
Master Servicer,
and
STATE STREET BANK AND TRUST COMPANY
Trustee
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AMENDMENT NO. 1 dated as of
June 7, 2000 to the
Pooling and Servicing Agreement
Dated as of May 1, 1998
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Structured Asset Mortgage Investments Inc.
Mortgage Pass-Through Certificates
Series 1998-6
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AMENDMENT NO. 1 made as of this 7th day of June 2000, among
Structured Asset Mortgage Investments Inc. (the "Seller"), EMC Mortgage
Corporation, as master servicer (the "Master Servicer"), and State Street Bank
and Trust Company, as trustee (the "Trustee").
W I T N E S S E T H
WHEREAS, the Seller, the Trustee and the Master Servicer
entered into a Pooling and Servicing Agreement (the "Agreement") dated as of May
1, 1998, relating to the issuance of Structured Asset Mortgage Investments Inc.,
Mortgage Pass-Through Certificates, Series 1998-6; and
WHEREAS, the Seller, the Master Servicer and the Trustee
desire to amend the terms of the Agreement pursuant to and in accordance with
Section 11.01(a) of the Agreement to correct an error in the Agreement.
NOW, THEREFORE, in consideration of the mutual premises and
agreements herein, the Depositor, the Master Servicer and the Trustee agree as
follows:
1. Capitalized terms used herein and not defined herein shall
have the meanings assigned to such terms in the Agreement.
2. Section 3.16(a) is hereby amended to read as follows:
Within 120 days after November 30th of each year, commencing November
1999, the Master Servicer, at its expense, shall cause a firm of Independent
public accountants who are members of the American Institute of Certified Public
Accountants to furnish a statement to the Master Servicer, which will be
provided to the Trustee and the Rating Agencies to the effect that, in
connection with the firm's examination of the Master Servicer's financial
statements as of the end of such fiscal year, nothing came to their attention
that indicated that the Master Servicer was not in compliance with Sections
3.07, 3.15, 4.01, 4.02, 4.03 and 4.04 except for (i) such exceptions as such
firm believes to be immaterial and (ii) such other exceptions as are set forth
in such statement. In connection with the engagement to deliver any such report
(or other accountants' report or certificate hereunder) the Trustee is
authorized and directed to enter into such agreed-upon-procedures or engagement
letter as such accountants may request and shall be indemnified hereunder in so
doing.
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IN WITNESS WHEREOF, the Seller, the Master Servicer and the Trustee
have caused their duly authorized representatives to execute and deliver this
instrument as of the date first above written.
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
By: /s/ Joseph Jurkowski
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Name: Joseph Jurkowski, Jr.
Title: Vice President
EMC MORTGAGE CORPORATION
By: /s/ Edward Raice
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Name: Edward Raice
Title: President
STATE STREET BANK AND TRUST COMPANY
By: /s/ Susan M. Gauthier
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Name: Susan M. Gauthier
Title: Assistant Vice President
