Exhibit 4.1
EXECUTION COPY
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.,
SELLER,
CENDANT MORTGAGE CORPORATION,
a MASTER SERVICER,
NATIONSBANC MORTGAGE CORPORATION,
a MASTER SERVICER
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
TRUSTEE
---------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1998
--------------------------------
Structured Asset Mortgage Investments Trust 1998-9
Mortgage Pass-Through Certificates
Series 1998-9
TABLE OF CONTENTS
PAGE
ARTICLE I
Definitions
ARTICLE II
Conveyance of Mortgage Loans; Original Issuance of Certificates
Section 2.01 Conveyance of Mortgage Loans to Trustee.....................II-1
Section 2.02 Acceptance of Mortgage Loans by Trustee.....................II-3
Section 2.03 Representations, Warranties and Covenants of the Master
Servicers...................................................II-5
Section 2.03A Assignment of Interest in the Mortgage Loan Purchase
Agreement...................................................II-6
Section 2.04 Substitution of Mortgage Loans..............................II-7
Section 2.05 Representations and Warranties of the Trustee...............II-8
Section 2.06 Issuance of Certificates....................................II-9
Section 2.07 Representations and Warranties Concerning the
Seller......................................................II-9
ARTICLE III
Administration and Servicing of Mortgage Loans
Section 3.01 Master Servicers to Assure Servicing.......................III-1
Section 3.02 Sub-Servicing Agreements Between a Master Servicer and
Sub-Servicers..............................................III-2
Section 3.03 Successor Sub-Servicers....................................III-2
Section 3.04 Liability of Each Master Servicer..........................III-3
Section 3.05 Assumption of Sub-Servicing Agreements by
Trustee....................................................III-3
Section 3.06 Collection of Mortgage Loan Payments.......................III-4
Section 3.07 Collection of Taxes, Assessments and Similar Items;
Servicing Accounts.........................................III-5
Section 3.08. Access to Certain Documentation and Information
Regarding the Mortgage Loans...............................III-5
Section 3.09. Maintenance of Primary Mortgage Insurance Policies;
Collection Thereunder......................................III-6
Section 3.10 Maintenance of Hazard Insurance and Fidelity
Coverage...................................................III-6
Section 3.11 Due-on-Sale Clauses; Assumption Agreements.................III-8
Section 3.12 Realization Upon Defaulted Mortgage Loans..................III-9
Section 3.13 Trustee to Cooperate; Release of Mortgage Files............III-9
Section 3.14 Servicing and Master Servicing Compensation...............III-11
Section 3.15 Annual Statement of Compliance............................III-11
Section 3.16 Annual Independent Public Accountants' Servicing
Report....................................................III-12
Section 3.17 REMIC-Related Covenants...................................III-12
Section 3.18 Additional Information....................................III-12
Section 3.19 Periodic Filings with the Securities and Exchange
Commission Additional Information.........................III-13
ARTICLE IV
Accounts
Section 4.01 Protected Accounts..........................................IV-1
Section 4.02 Certificate Account.........................................IV-2
Section 4.03 Permitted Withdrawals and Transfers from the Certificate
Account.....................................................IV-4
ARTICLE V
Certificates
Section 5.01 Certificates.................................................V-1
Section 5.02 Registration of Transfer and Exchange of Certificates........V-7
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates...........V-11
Section 5.04 Persons Deemed Owners.......................................V-11
Section 5.05 Transfer Restrictions on Residual Certificates..............V-12
Section 5.06 Restrictions on Transferability of Private Certificates.....V-13
Section 5.07 ERISA Restrictions..........................................V-14
Section 5.08 Rule 144A Information.......................................V-14
ARTICLE VI
Payments to Certificateholders
Section 6.01 Distributions on the Certificates...........................VI-1
Section 6.02 [Reserved]..................................................VI-6
Section 6.03 Allocation of Losses........................................VI-6
Section 6.04 [Reserved].................................................VI-10
Section 6.05 Payments...................................................VI-10
Section 6.06 Statements to Certificateholders...........................VI-11
Section 6.07 Reports to the Trustee and each Master Servicer............VI-13
Section 6.08 Monthly Advances...........................................VI-15
Section 6.09 Compensating Interest Payments.............................VI-16
Section 6.10 Reports of Foreclosures and Abandonment of Mortgaged
Property...................................................VI-16
ARTICLE VII
The Master Servicers
Section 7.01 Liabilities of the Master Servicers........................VII-1
Section 7.02 Merger or Consolidation of the Master Servicers............VII-1
Section 7.03 Indemnification of the Trustee.............................VII-1
Section 7.04 Limitation on Liability of the Master Servicers and
Others.....................................................VII-1
Section 7.05 Master Servicers Not to Resign.............................VII-3
Section 7.06 Successor Master Servicers.................................VII-3
Section 7.07 Sale and Assignment of Master Servicing....................VII-3
ARTICLE VIII
Default
Section 8.01 Events of Default.........................................VIII-1
Section 8.02 Trustee to Act; Appointment of Successor..................VIII-2
Section 8.03 Notification to Certificateholders........................VIII-3
Section 8.04 Waiver of Defaults........................................VIII-3
Section 8.05 List of Certificateholders................................VIII-4
ARTICLE IX
Concerning the Trustee
Section 9.01 Duties of Trustee...........................................IX-1
Section 9.02 Certain Matters Affecting the Trustee.......................IX-2
Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans.......IX-4
Section 9.04 Trustee May Own Certificates................................IX-4
Section 9.05 Trustee's Fees and Expenses.................................IX-4
Section 9.06 Eligibility Requirements for Trustee........................IX-5
Section 9.07 Insurance...................................................IX-5
Section 9.08 Resignation and Removal of the Trustee......................IX-6
Section 9.09 Successor Trustee...........................................IX-6
Section 9.10 Merger or Consolidation of Trustee..........................IX-7
Section 9.11 Appointment of Co-Trustee or Separate Trustee...............IX-7
Section 9.12 Master Servicers Shall Provide Information as Reasonably
Required....................................................IX-8
Section 9.13 Federal Information Returns and Reports to
Certificateholders..........................................IX-8
ARTICLE X
Termination
▇▇▇▇▇▇▇ ▇▇.▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ by the Seller or its Designee
or Liquidation of the Mortgage Loans.........................X-1
Section 10.02 Additional Termination Requirements..........................X-3
ARTICLE XI
Miscellaneous Provisions
Section 11.01 Intent of Parties...........................................XI-1
Section 11.02 Amendment...................................................XI-1
Section 11.03 Recordation of Agreement....................................XI-2
Section 11.04 Limitation on Rights of Certificateholders..................XI-2
Section 11.05 Acts of Certificateholders..................................XI-3
Section 11.06 [Reserved]..................................................XI-4
Section 11.07 Governing Law...............................................XI-4
Section 11.08 Notices.....................................................XI-4
Section 11.09 Severability of Provisions..................................XI-5
Section 11.10 Successors and Assigns......................................XI-5
Section 11.11 Article and Section Headings................................XI-5
Section 11.12 Counterparts................................................XI-5
Section 11.13 Notice to Rating Agencies...................................XI-5
EXHIBITS
Exhibit A-1 - Form of Face of Certificates
Exhibit A-2 - Form of Reverse of Certificates
Exhibit B-1 - CMC Mortgage Loan Schedule
Exhibit B-2 - NBMC 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 - Scheduled Balances of the Scheduled Certificates
Exhibit J - List of Mortgage Loans for which Mortgage Notes
are Lost
Exhibit K - Electronic Data File Information
Exhibit L - NBMC Form of Loan Summary and Remittance Report
POOLING AND SERVICING AGREEMENT
Pooling and Servicing Agreement dated as of October 1, 1998, among
Structured Asset Mortgage Investments Inc., a Delaware corporation, as the
seller (the "Seller"), Cendant Mortgage Corporation ("CMC"), as a Master
Servicer (in such capacity the "CMC Master Servicer"), NationsBanc Mortgage
Corporation ("NBMC"), as a Master Servicer (in such capacity the "NBMC Master
Servicer" and together with the CMC Master Servicer, the "Master Servicers") and
Norwest Bank Minnesota, National Association, 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 ▇▇▇▇▇▇▇ 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 Structured Asset Mortgage Investments
Trust, 1998-9, the Trust created hereby.
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
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 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 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 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 Certificate 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 $503,766,309.76. 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 Servicers and the Trustee agree as follows:
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 Certificate Account (including each sub-account thereof),
the Protected Accounts, or the Servicing Accounts as the context may require.
ACCRUED CERTIFICATE INTEREST: For any Certificate (other than a
Principal Only 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 a Notional Amount
Certificate, the 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 DCR, 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 DCR, for any long-term deposit or security or
a rating of A-1+, in the case of S&P, or D-1 in the case of DCR, 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 Minnesota and (c) such other state law whose applicability shall have
been brought to the attention of the Trustee 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
Certificates, November 25, 2028 and with respect to each Class of Group 2
Certificates, November 25, 2013.
AVAILABLE FUNDS: With respect to any Distribution Date, the sum of the
Group 1 Available Funds and the Group 2 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
Cross-Over Date in the case of Mortgage Loan Group 1 and the Group 2 Cross-Over
Date in the case of Mortgage Loan Group 2, 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 Master
Servicer.
BANKRUPTCY LOSS AMOUNT: As of any Determination Date, the Bankruptcy
Loss Amount shall equal $100,000 for Mortgage Loan Group 1 and $100,000 for
Mortgage Loan Group 2, in each case as reduced by the aggregate amount of
Bankruptcy Losses with respect to such Mortgage Loan Group since the Cut-off
Date.
BOOK-ENTRY CERTIFICATES: Initially, all Classes of Certificates other
than the Class 1-X and Class 1-P Certificates, the Private Certificates and the
Residual Certificates.
BSMCC: Bear ▇▇▇▇▇▇▇ 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, New Jersey or North Carolina
or in the jurisdiction in which the Trustee or a Master Servicer is 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 "Norwest Bank
Minnesota, National Association, as Trustee f/b/o holders of Structured Asset
Mortgage Investments Trust 1998-9 Mortgage Pass-Through Certificates, Series
1998-9 -Certificate Account" which shall have two sub-accounts as provided in
Section 4.02.
CERTIFICATE ACCOUNT ADVANCE: As of any Determination Date, the amount
on deposit in a Protected 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: The Group 1 Certificates or the Group 2
Certificates, as applicable.
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.
CERTIFICATEHOLDER: A Holder of a Certificate.
CLASS: With respect to the Certificates, 1-A-1, ▇-▇-▇, ▇-▇-▇, ▇-▇,
▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, PO, X, 1-B-1, 1-B-2, 1-B-3, 1-B-4, 1-B-5, 1-B-6,
2-B-1, 2-B-2, 2-B-3, 2-B-4, 2-B-5, 2-B-6, R-1, R-2, and R-3.
CLASS 1-A-2 ACCRUAL AMOUNT: As defined in Section 6.01(a)(i)(F).
CLASS 1-A-3 OPTIMAL PRINCIPAL AMOUNT: As defined in Section
6.01(a)(i)(D).
CLASS 1-A-3 PRO RATA OPTIMAL PRINCIPAL AMOUNT: As defined in Section
6.01(a)(i)(E).
CLASS 1-P CASH SHORTFALL: As defined in Section 6.01(a)(i)(C).
CLASS 1-P DEFERRED AMOUNT: With respect to each Distribution Date
through the Group 1 Cross-Over Date, the aggregate of all amounts allocable on
such Distribution Date to the Class 1-P Certificates, in respect of the
principal portion of applicable Realized Losses on Discount Mortgage Loans in
Mortgage Loan Sub-Group 1A and Class 1-P Cash Shortfall, and all amounts
previously allocated in respect of such losses and such shortfall to the Class
1-P Certificates and not distributed on prior Distribution Dates. No interest
shall accrue on any Class 1-P Deferred Amount.
CLASS 1-P DEFERRED PAYMENT WRITEDOWN AMOUNT: With respect to any
Distribution Date, the amount if any, distributed on such date in respect of the
Class 1-P Deferred Amount pursuant to Sections 6.01(a)(i)(A) FOURTH.
CLASS 1-P PRINCIPAL DISTRIBUTION AMOUNT: With respect to the Class 1-P
Certificates 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 Mortgage Loan Sub-Group
1A 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 PO Percentage of the Scheduled Principal
Balance of each Discount Mortgage Loan in Mortgage Loan Sub-Group 1A
which was the subject of a Voluntary Principal Prepayment in full
received by the CMC Master Servicer during the applicable Prepayment
Period;
(iii) the applicable PO Percentage of all Voluntary Principal
Prepayments in part for each Discount Mortgage Loan in Mortgage Loan
Sub-Group 1A 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 Mortgage Loan Sub-Group 1A which became a
Liquidated Mortgage Loan during the related Prepayment Period (other
than a Discount Mortgage Loan described in the immediately following
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 Mortgage Loan Sub-Group 1A which became a
Liquidated Mortgage Loan during the related Prepayment Period (other
than a Discount Mortgage Loan described in the immediately following
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 Mortgage Loan Sub-Group 1A 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 Mortgage
Loan Sub-Group 1A which was repurchased by BSMCC or the CMC Master 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 Mortgage Loan Sub-Group 1A 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.
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 as of the related Due Date, equals or exceeds such percentage calculated
as of the Closing Date.
CLOSING DATE: October 30, 1998.
CMC: Cendant Mortgage Corporation, or its successors in interest, and
all Affiliates thereof.
CMC MASTER SERVICER: CMC in its capacity as a Master Servicer
hereunder.
CMC MASTER SERVICING FEE: A fee of between 0.20% and 0.95% per annum,
as set forth in the Mortgage Loan Schedule, of the Outstanding Principal Balance
of each CMC Mortgage Loan from full payments of accrued interest on each such
Mortgage Loans as compensation for its activities under this Agreement. Any CMC
Master Servicing Fee in excess of 0.20% per annum will be set aside by the CMC
Master Servicer to pay for lender funded mortgage insurance and will not be
treated as servicing compensation to CMC and will not be available to make
Compensating Interest Payments
CMC MORTGAGE LOANS: The Mortgage Loans in the aggregate principal
amount of $203,812,262 that were originated or acquired by CMC or Cendant
Residential Mortgage Trust, as indicated on the Mortgage Loan Schedule attached
as Exhibit B-1 hereto, and sold to SAMI pursuant to the Mortgage Loan Purchase
Agreement and subject to the CMC Sale and Servicing Agreement.
CMC SALE AND SERVICING AGREEMENT: Collectively, (A) the Purchase,
Warranties and Servicing Agreement between CMC and BSMCC, dated as of May 1,
1998, as such agreement relates to the CMC Mortgage Loans conveyed under those
Term Sheets dated July 31, 1998, and September 30, 1998, and such Term Sheets
and (B) the Purchase, Warranties and Servicing Agreement between Cendant
Residential Mortgage Trust and BSMCC, dated as of June 1, 1998, as such
agreement relates to the CMC Mortgage Loans conveyed under those Term Sheets
dated July 31, 1998, and September 30, 1998, and such Term Sheets, and as each
may be amended or supplemented from time to time.
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 1B-X
and the Component 2C-X.
COMPONENT CERTIFICATES: Class X and Class PO Certificates.
COMPONENT 1B-X: A component of the Class X Certificates with a
notional amount equal to the Scheduled Principal Amount of the Non-Discount
Mortgage Loans in Mortgage Loan Sub-Group 1B, initially $104,804,339.
COMPONENT 2C-X: A component of the Class X Certificates with a
notional amount equal to the Scheduled Principal Amount of the Non-Discount
Mortgage Loans in Mortgage Loan Sub-Group 2C, initially $4,027,537.
COMPONENT 1-PO: A component of the Class PO Certificates constituting
an amount equal to a strip of principal from the Discount Mortgage Loans in
Mortgage Loan Sub-Group 1B, initially $47,725.
COMPONENT 2-PO: A component of the Class PO Certificates constituting
an amount equal to the strip of principal from the Discount Mortgage Loans in
Mortgage Loan Group 2, initially $521,362.
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 PO CASH SHORTFALL: The Component 1-PO Cash Shortfall and/or
Component 2-PO Cash Shortfall.
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 and Component 2-PO, in respect of
the principal portion of applicable Realized Losses on Discount Mortgage Loans
in the Mortgage Loan Sub-Group 1B and Mortgage Loan Group 2, respectively, and
Component PO Cash Shortfall for Component 1-PO and Component 2-PO, respectively,
and all amounts previously allocated in respect of such losses and such
shortfalls to the Component 1-PO and Component 2-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 Deferred Amount or Component 2-PO Deferred Amount, respectively,
pursuant to Sections 6.01(a)(i)(A) FOURTH, and 6.01(a)(ii)(A) FOURTH,
respectively.
COMPONENT PO PRINCIPAL DISTRIBUTION AMOUNT: With respect to Component
1-PO and Component 2-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 Sub-Group or 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
Sub-Group or Mortgage Loan Group which was the subject of a Voluntary
Principal Prepayment in full received by the related Master 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 Sub-Group or 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 Sub-Group or
Mortgage Loan Group which became a Liquidated Mortgage Loan during the
related Prepayment Period (other than a Discount Mortgage Loan
described in the immediately following 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 Sub-Group or Mortgage Loan Group which became
a Liquidated Mortgage Loan during the related Prepayment Period (other
than a Discount Mortgage Loan described in the immediately following
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 Sub-Group or 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 Sub-Group or Mortgage Loan Group
which was repurchased by BSMCC or a Master 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 Sub-Group or 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.
For purposes of the foregoing, Mortgage Loan Sub-Group 1B relates to
Component 1-PO and Mortgage Loan Group 2 relates to Component 2-PO.
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 Sixth and Marquette,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ref: SAMI 1998-9.
CORRESPONDING CLASS: As indicated in Section 5.01(c).
CROSS-OVER DATE: The Group 1 Cross-Over Date or the Group 2 Cross-Over
Date, as applicable.
CURRENT PRINCIPAL AMOUNT: With respect to any Certificate (other than
a Notional Amount Certificate) or Component of a Certificate (other than a
Component of a Notional Amount 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 Group 1 Subordinate Certificate Writedown Amount or Group
2 Subordinate Certificate Writedown Amount, as applicable, the Class 1-P
Deferred Payment Writedown Amount, if applicable, and the applicable Component
PO Deferred Payment Writedown Amount, in each case for previous Distribution
Dates and as increased, in the case of the Class 1-A-2 Certificates by all
interest accrued and unpaid thereon. With respect to any Class of Certificates
(other than the Notional Amount Certificates) or Component of a Certificate
(other than a Component of a Notional Amount Certificate), 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 and Class R-3 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.
CUT-OFF DATE: October 1, 1998.
CUT-OFF DATE BALANCE: $503,766,309.76.
DCR: Duff & ▇▇▇▇▇▇ Credit Rating Co., or its successors in interest.
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 insured by the FDIC to the maximum extent provided by law.
DETERMINATION DATE: With respect to CMC Mortgage Loans, the 18th day
of the month of the Distribution Date, or if such day is not a Business Day, the
preceding Business Day, and with respect to NBMC Mortgage Loans, the fifth
Business Day prior to the related Distribution Date. DISCOUNT MORTGAGE LOAN: Any
Sub-Group 1A Mortgage Loan, Sub-Group 1B Mortgage Loan or Group 2 Mortgage Loan
with a Net Rate less than 6.25%, 6.25% or 6.125%, 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: Norwest Bank Minnesota, National Association, 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.
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.
▇▇▇▇▇▇ MAE: ▇▇▇▇▇▇ ▇▇▇ (formerly the Federal National Mortgage
Association) or any successor thereto.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FRACTIONAL UNDIVIDED INTEREST: With respect to any Class of
Certificates (other than the Notional Amount Certificates) or any Component
(other than Components of Notional Amount Certificates), 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 or
Components of Notional Amount Certificates, the fractional undivided interest
evidenced by such Certificate or Component, the numerator of which is the
Notional Amount of such Certificate or all such Components and the denominator
of which is the Notional Amount of such Class or Component. 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 or Class R-3
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 95% (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.
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 Cross-Over Date in the case of
Mortgage Loan Group 1 or the Group 2 Cross-Over Date in the case of Mortgage
Loan Group 2, 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,
(i) 1.0% of the aggregate Scheduled Principal Balances of the Group 1 Mortgage
Loans as of the Cut-off Date (or $1,987,844.86) and (ii) 1.0% of the aggregate
Scheduled Principal Balances of the Group 2 Mortgage Loans as of the Cut-off
Date (or $3,049,818.24). 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 (x) from the first
through the third 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 such Mortgage Loan Group 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 Subordinate Certificates or Group 2 Subordinate
Certificates, as applicable, 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 1 and Mortgage Loan Group 2 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 such Mortgage Loan Group 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 Subordinate Certificates or Group 2 Subordinate
Certificates, as applicable, in the absence of the applicable Loss Allocation
Limitation since the most recent anniversary of the Cut-off Date. (C) After the
fifth anniversary of the Cut-off Date, the Fraud Loss Amount for each Mortgage
Loan Group shall be zero.
▇▇▇▇▇▇▇ MAC: ▇▇▇▇▇▇▇ Mac, formerly the Federal Home Loan Mortgage
Corporation, or any successor thereto.
FUNDS TRANSFER DATE: In the case of the CMC Master Servicer, the 18th
day in each month or if such day is not a Business Day, the preceding Business
Day, and in the case of the NBMC Master Servicer, the Business Day preceding the
25th day of each month.
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 either the Group 1 Available Funds
or Group 2 Available Funds.
GROUP 1 AVAILABLE FUNDS and GROUP 2 AVAILABLE FUNDS: 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 Group 1 and Mortgage Loan
Group 2, 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, and (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, 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 and the Group 1
Subordinate Certificates.
GROUP 2 CERTIFICATES: The Group 2 Senior Certificates and the Group 2
Subordinate Certificates.
GROUP 1 CROSS-OVER DATE: The first Distribution Date on which the
aggregate Current Principal Amount of the Group 1 Subordinate Certificates has
been reduced to zero (giving effect to all distributions on such Distribution
Date).
GROUP 2 CROSS-OVER DATE: The first Distribution Date on which the
aggregate Current Principal Amount of the Group 2 Subordinate Certificates has
been reduced to zero (giving effect to all distributions on such Distribution
Date).
GROUP 1 LOSS ALLOCATION LIMITATION: The meaning specified in Section
6.03(b)(F) hereof.
GROUP 2 LOSS ALLOCATION LIMITATION: The meaning specified in Section
6.03(b)(F) hereof.
GROUP 1 MORTGAGE LOANS: The Mortgage Loans identified as such in the
applicable column of the Mortgage Loan Schedules attached hereto as Exhibit B-1
and Exhibit B-2 and consisting of the Sub-Group 1A and Sub-Group 1B Mortgage
Loans.
GROUP 2 MORTGAGE LOANS: The Mortgage Loans identified as such in the
applicable column of the Mortgage Loan Schedules attached hereto as Exhibit B-1
and Exhibit B-2 and consisting of the Sub-Group 2A, Sub-Group 2B and Sub-Group
2C Mortgage Loans.
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 1 ORIGINAL SUBORDINATE PRINCIPAL BALANCE: The sum of the
aggregate Current Principal Amounts of each Class of Group 1 Subordinate
Certificates as of the Cut-off Date.
GROUP 2 ORIGINAL SUBORDINATE PRINCIPAL BALANCE: The sum of the
aggregate Current Principal Amounts of each Class of Group 2 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-X, Class 1-P, Component 1B-X, Component 1-PO, Class R-1 and Class
R-3 Certificates.
GROUP 2 SENIOR CERTIFICATES: The Class 2-A-1, Class 2-A-2, Class
2-A-3, Component 2C-X, Component 2-PO and Class R-2 Certificates.
GROUP 1 SENIOR P&I CERTIFICATES: The Group 1 Senior Certificates
(other than the Class 1-P and Component 1-PO).
GROUP 2 SENIOR P&I CERTIFICATES: The Group 2 Senior Certificates
(other than the Component 2-PO).
GROUP 1 SENIOR P&I OPTIMAL PRINCIPAL AMOUNT or GROUP 2 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 of the sum of (A) all
Net Liquidation Proceeds allocable to principal received in respect of
each Mortgage Loan in the related Mortgage Loan Group which became a
Liquidated Mortgage Loan during the related Prepayment Period (other
than Mortgage Loans described in the immediately following 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 in the
related Mortgage Loan Group which became a Liquidated Mortgage Loan
during the related Prepayment Period (other than the Mortgage Loans
described in the immediately following 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 Loan 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 in the related Mortgage Loan Group which
was purchased by BSMCC or a Master Servicer on such Distribution Date
pursuant to Section 2.02 or 2.03A(b); and
(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 or a Master Servicer with a Substitute
Mortgage Loan pursuant to Section 2.04 on such Distribution Date over
the Scheduled Principal Balance of such Substitute Mortgage Loan.
GROUP 1 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 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 PO Percentage thereof) as of the beginning of the related Due Period.
GROUP 2 SENIOR PERCENTAGE: Initially 97.75%. 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 PO Percentage thereof) as of the beginning of the related Due Period.
GROUP 1 SENIOR PREPAYMENT PERCENTAGE or GROUP 2 SENIOR PREPAYMENT
PERCENTAGE: On any Distribution Date occurring during the periods set forth
below, as follows:
Period (dates inclusive) Senior Prepayment Percentage
-------------------------------------------------------------------------------
November 25, 1998 - October 25, 2003 100%
November 25, 2003 - October 25, 2004 Applicable Senior Percentage
for the related Certificate
Group plus 70% of the
applicable Subordinate
Percentage for such
Certificate Group
November 25, 2004 - October 25, 2005 Applicable Senior Percentage
for the related Certificate
Group plus 60% of the
applicable Subordinate
Percentage for such
Certificate Group
November 25, 2005 - October 25, 2006 Applicable Senior Percentage
for the related Certificate
Group plus 40% of the
applicable Subordinate
Percentage for such
Certificate Group
November 25, 2006 - October 25, 2007 Applicable Senior Percentage
for the related Certificate
Group plus 20% of the
applicable Subordinate
Percentage for such
Certificate Group
November 25, 2007 and thereafter Applicable Senior Percentage
for the related Certificate
Group.
Notwithstanding the foregoing, if on any Distribution Date the applicable Senior
Percentage for a Certificate Group exceeds the applicable Senior Percentage for
such Certificate Group as of the Cut-Off Date, the Senior Prepayment Percentage
for such Certificate 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 are reduced to zero, the Senior Prepayment
Percentage for such Certificate Group shall be the minimum percentage sufficient
to effect such reduction and thereafter shall be zero.
In addition, no reduction of the applicable Senior Prepayment Percentage for a
Certificate Group 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 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 November 2003 and October 2004,
(b) 35% of the Original Subordinate Principal Balance of such Certificate Group
if such Distribution Date occurs between and including November 2004 and October
2005, (c) 40% of the applicable Original Subordinate Principal Balance if such
Distribution Date occurs between and including November 2005 and October 2006,
(d) 45% of the applicable Original Subordinate Principal Balance for such
Certificate Group if such Distribution Date occurs between and including
November 2006 and October 2007, and (e) 50% of the applicable Original
Subordinate Principal Balance for such Certificate Group if such Distribution
Date occurs during or after November 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 November 2003 and October 2004, (b) 15% of the
applicable Original Subordinate Principal Balance if such Distribution Date
occurs between and including November 2004 and October 2005, (c) 20% of the
applicable Original Subordinate Principal Balance if such Distribution Date
occurs between and including November 2005 and October 2006, (d) 25% of the
applicable Original Subordinate Principal Balance if such Distribution Date
occurs between and including November 2006 and October 2007, and (e) 30% of the
applicable Original Subordinate Principal Balance if such Distribution Date
occurs during or after November 2007.
GROUP 1 SUBORDINATE CERTIFICATES: The Class 1-B-1, Class 1-B-2, Class
1-B-3, Class 1-B-4, Class 1-B-5 and Class 1-B-6 Certificates.
GROUP 2 SUBORDINATE CERTIFICATES: The Class 2-B-1, Class 2-B-2, Class
2-B-3, Class 2-B-4, Class 2-B-5 and Class 2-B-6.
GROUP 1 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 1 Certificates (after giving effect to the
distribution of principal and the allocation of applicable Realized Losses and
any applicable Class 1-P Deferred Payment Writedown Amount or Component PO
Deferred Payment Writedown Amount with respect to the Component 1-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 Mortgage Loans on the Due Date related to such Distribution Date.
GROUP 2 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 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 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 2 Mortgage Loans on the Due Date related to such
Distribution Date.
GROUP 1 SUBORDINATE OPTIMAL PRINCIPAL AMOUNT or GROUP 2 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 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 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 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 Class 1-P Distribution
Amount and 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 which
was purchased by BSMCC or a Master 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 that has been replaced by BSMCC or a Master
Servicer 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
(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.
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 or GROUP 2 SUBORDINATE PERCENTAGE: On
any Distribution Date, 100% minus the applicable Senior Percentage of the
relevant Certificate Group.
GROUP 1 SUBORDINATE PREPAYMENT PERCENTAGE or GROUP 2 SUBORDINATE
PREPAYMENT PERCENTAGE: On any Distribution Date, 100% minus the applicable
Senior Prepayment Percentage for the relevant Certificate Group, 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.
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, a Master Servicer, a
Sub-Servicer, if any, 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
Servicers and of any Affiliate of the Seller or the Master Servicers, (b) does
not have any direct financial interest or any material indirect financial
interest in the Seller or the Master Servicers, or any Affiliate of the Seller
or the Master Servicers, and (c) is not connected with the Seller or the Master
Servicers, 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 interest bearing Certificates the calendar month preceding the
month in which the Distribution Date occurs, commencing in October 1998.
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.
LIQUIDATED MORTGAGE LOAN: Any defaulted Mortgage Loan as to which the
related 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 Master 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
Master Servicer and not recovered by such Master Servicer under any Primary
Mortgage Insurance Policy for reasons other than such Master 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 each
Master Servicer to the Trustee pursuant to Subsection 6.07(c).
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: Group 1 Loss Allocation Limitation or
Group 2 Loss Allocation Limitation, as applicable.
LOST NOTES: The original Mortgage Notes that have been lost, as
indicated on Exhibit J hereto.
MASTER SERVICERS: Collectively, the CMC Master Servicer and the NBMC
Master Servicer, or their successors in interest, and any successor master
servicer with respect to the Mortgage Loans appointed as herein provided.
MASTER SERVICING FEES: Collectively, the CMC Master Servicing Fee and
the NBMC Master Servicing Fee.
MONTHLY ADVANCE: The advance (including a Certificate Account Advance)
required to be made by a 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 Schedules.
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
Schedules, including a mortgage loan the property securing which has become an
REO Property.
MORTGAGE LOAN GROUP: Either of Mortgage Loan Group 1 or Mortgage Loan
Group 2, each of which constitutes a separate sub-trust.
MORTGAGE LOAN GROUP 1: The group of Mortgage Loans which is composed
of the Mortgage Loans in each of Sub-Group 1A and Sub-Group 1B.
MORTGAGE LOAN GROUP 2: The group of Mortgage Loans which is composed
the Mortgage Loans in each of Sub-Group 2A, Sub-Group 2B and Sub-Group 2C.
MORTGAGE LOAN SUB-GROUP: Any one of Mortgage Loan Sub-Group 1A,
Mortgage Loan Sub-Group 1B, Mortgage Loan Sub-Group 2A, Mortgage Loan Sub-Group
2B or Mortgage Loan Sub-Group 2C, each of which constitutes a separate
sub-trust.
MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase Agreement
dated as of October 28, 1998, between BSMCC, as seller, and Structured Asset
Mortgage Investments Inc., as purchaser, and all amendments thereof and
supplements thereto.
MORTGAGE LOAN SCHEDULES: The schedules, attached hereto as Exhibit B-1
and Exhibit B-2 with respect to the CMC Mortgage Loans and the NBMC Mortgage
Loans and as amended from time to time to reflect the repurchase or substitution
of Mortgage Loans pursuant to this Agreement, which shall, in a column thereto,
separately identify which are Group 1 Mortgage Loans (and the Sub-Group 1A and
Sub-Group 1B Mortgage Loans) and which are Group 2 Mortgage Loans (and the
Sub-Group 2A, Sub-Group 2B and Sub-Group 2C 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.
NBMC: NationsBanc Mortgage Corporation., or its successors in
interest.
NBMC MASTER SERVICING FEE: A fee of (i) with respect to each Sub-Group
2A Mortgage Loan, the greater of (x) the related Mortgage Interest Rate minus
6.125% and (y) 0.25% per annum, and (ii) with respect to each Sub-Group 2B
Mortgage Loan, the greater of (x) the related Mortgage Interest Rate minus
6.145% and (y) 0.25% per annum, in each case of the Outstanding Principal
Balance of such applicable NBMC Mortgage Loan, from full payments of accrued
interest on each such Mortgage Loans as compensation for its activities under
this Agreement. NBMC MASTER SERVICER: NBMC in its capacity as a Master Servicer
hereunder.
NBMC MORTGAGE LOANS: The Mortgage Loans in the aggregate principal
amount of $299,954,048 that were originated or acquired by NBMC, as indicated on
the Mortgage Loan Schedule attached as Exhibit B-2 hereto, and sold to SAMI
pursuant to the Mortgage Loan Purchase Agreement and subject to the NBMC Sale
and Servicing Agreement.
NBMC SALE AND SERVICING AGREEMENT: The Mortgage Loan Sale and
Servicing Agreement dated as of October 23, 1998 between BSMCC and NBMC,
relating to the NBMC Mortgage Loan, as 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 Master Servicer in accordance with this Agreement and (ii)
unreimbursed advances by the related Master Servicer and Monthly Advances
including Certificate Account Advances.
NET RATE: With respect to each Group 1 Mortgage Loan and Sub-Group 2C
Mortgage Loan, the Mortgage Interest Rate borne by such Mortgage Loan less the
CMC Master Servicing Fee. With respect to each remaining Group 2 Mortgage Loan,
either (a) with respect to each Sub-Group 2A Mortgage Loan, the Mortgage
Interest Rate less the NBMC Master Servicing Fee, or (b) with respect to each
Sub-Group 2B Mortgage Loan, the Mortgage Rate less the sum of the NBMC Master
Servicing Fee and the Trustee's Fee, in each case expressed as a per annum rate.
NON-DISCOUNT MORTGAGE LOAN: Any Sub-Group 1A Mortgage Loan, Sub-Group
1B Mortgage Loan or Group 2 Mortgage Loan with a Net Rate equal to or greater
than 6.25%, 6.25% or 6.125%, per annum, respectively.
NON-PO PERCENTAGE: With respect to any Discount Mortgage Loan in
Mortgage Loan Sub-Group 1A, Mortgage Loan Sub-Group 1B or Mortgage Loan Group 2
the Net Rate thereof divided by 6.25%, 6.25% or 6.125%, respectively, and with
respect to any Non-Discount Mortgage Loan in Mortgage Loan Sub-Group 1A,
Mortgage Loan Sub-Group 1B or Mortgage Loan Group 2, 100%.
NONRECOVERABLE ADVANCE: Any advance (i) which was previously made or
is proposed to be made by a Master Servicer and (ii) which, in the good faith
judgment of such Master Servicer, as evidenced by an Officer's Certificate, will
not or, in the case of a proposed advance, would not, be ultimately recoverable
by such 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-X Certificates an amount equal to the aggregate Scheduled Principal
Balances of the Non-Discount Mortgage Loans in Mortgage Loan Sub-Group 1A
immediately following the Due Date in the month prior to the month of the
Distribution Date, (2) the Class X Certificates, an amount equal to the
aggregate Scheduled Principal Balances of the Non-Discount Mortgage Loans in
Mortgage Loan Sub-Group 1B and Mortgage Loan Sub-Group 2C immediately following
the Due Date in the month prior to the month of the Distribution Date, (3) the
Component 1B-X, an amount equal to the aggregate Scheduled Principal Balances of
the Non-Discount Sub-Group 1B-X Mortgage Loans, and (4) the Component 2C-X, an
amount equal to the aggregate Scheduled Principal Balances of the Non-Discount
Sub-Group 2C-X Mortgage Loans.
NOTIONAL AMOUNT CERTIFICATES: The Class 1-X and Class X Certificates.
NOTIONAL AMOUNT COMPONENTS: Component 1B-X and Component 2C-X.
OFFERED CERTIFICATE: Any Class 1-A-1, Class 1-A-2, Class 1-A-3, Class
1-X, Class 1-P, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class X, Class PO, Class
1-B-1, Class 1-B-2, Class 1-B-3, Class 2-B-1, Class 2-B-2, Class 2-B-3, Class
R-1, Class R-2 and Class R-3 Certificate.
OFFERED SUBORDINATE CERTIFICATES: The Class 1-B-1, Class 1-B-2, Class
1-B-3, Class 2-B-1, Class 2-B-2 and Class 2-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 a Master Servicer and
delivered to the Trustee, 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 Master
Servicer.
ORIGINAL SUBORDINATE PRINCIPAL BALANCE: Each of the Group 1 Original
Subordinate Principal Balance and Group 2 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.
PASS-THROUGH RATE: As to each Class of Certificates, other than the
Principal Only 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, a Master Servicer or any affiliate
of the Trustee or a 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: Initially, the Class 1-P and Class 1-X
Certificates, the Private Certificates and the Residual Certificates.
PO PERCENTAGE: With respect to any Discount Mortgage Loan in Mortgage
Loan Sub-Group 1A, Mortgage Loan Sub-Group 1B or Mortgage Loan Group 2, the
fraction, expressed as a percentage, equal to 6.25%, 6.25% or 6.125%,
respectively, minus the Net Rate thereof divided by 6.25%, 6.25% or 6.125%,
respectively; and 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 ONLY CERTIFICATES: The Class 1-P and Class PO Certificates.
PRINCIPAL ONLY COMPONENTS: Component 1-PO and Component 2-PO.
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 1-B-4, Class 1-B-5, Class 1-B-6, Class
2-B-4, Class 2-B-5 or Class 2-B-6 Certificate.
PROTECTED ACCOUNTS: An account established and maintained in the name
of the Trustee for the benefit of Certificateholders by each 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 related 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 DCR.
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, (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 DCR, 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, or (iii) otherwise meets the requirements
of each Rating Agency for the maintenance of the ratings on the Certificates.
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 1 Mortgage Loans, (iii) any REO
Property relating to the Group 1 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 the REMIC I Regular Certificates and the REMIC II
Regular Certificates.
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 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 related 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 and Class R-3
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 BALANCE: With respect to each Class of Scheduled
Certificates and each Distribution Date, the amount set forth for such Class in
Exhibit I hereto for the respective Distribution Date.
SCHEDULED CERTIFICATES: The Class 1-A-1 Certificates.
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, ▇▇▇ ▇▇-▇▇, ▇▇▇
▇▇-▇, ▇▇▇ 95-60 OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL
FIDUCIARY DUTIES ON THE PART OF A 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 ▇▇▇▇▇▇▇ Mortgage Securities, Inc.), a Delaware corporation, or its
successors in interest.
SENIOR CERTIFICATES: The Group 1 Senior Certificates and Group 2
Senior Certificates, as the context requires.
SENIOR P&I CERTIFICATES: The Group 1 Senior P&I Certificates and/or
the Group 2 Senior P&I Certificates, as the context requires.
SENIOR P&I OPTIMAL PRINCIPAL AMOUNT: The Group 1 Senior P&I Optimal
Principal Amount or the Group 2 Senior P&I Optimal Principal Amount, as
applicable.
SERIES REMIC: Any of REMIC I, REMIC II or REMIC III.
SERVICING ADVANCES: All reasonable and customary "out of pocket" costs
and expenses incurred in the performance by a 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 either Master Servicer or of an
agent or independent contractor through which all or part of such Master
Servicer's 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 such Master Servicer as such list may from time to time be
amended in accordance with the foregoing.
S&P: Standard & Poor's, a division of The ▇▇▇▇▇▇-▇▇▇▇ 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 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 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 will equal 1.081308% of the aggregate Scheduled Principal Balance of the
Group 1 Mortgage Loans as of the Cut-off Date (or $2,149,472.76) and (ii) the
Group 2 Mortgage Loans will equal 1.122886% of the aggregate Scheduled Principal
Balance of the Group 2 Mortgage Loans as of the Cut-off Date (or $3,424,597.83).
As of any Distribution Date, the Special Hazard Loss Amount for each Mortgage
Loan Group 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 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 Cross-Over Date in the case
of Mortgage Loan Group 1 or the Group 2 Cross-Over Date in the case of Mortgage
Loan Group 2, in each case if earlier).
STARTUP DAY: October 30, 1998.
SUBORDINATE CERTIFICATES: The Group 1 Subordinate and/or Group 2
Subordinate Certificates, as the context requires.
SUBORDINATE OPTIMAL PRINCIPAL AMOUNT: The Group 1 Subordinate Optimal
Principal Amount or the Group 2 Subordinate Optimal Principal Amount.
SUB-GROUP: Each of Sub-Group 1A, Sub-Group 1B, Sub-Group 2A, Sub-Group
2B and Sub-Group 2C.
SUB-GROUP 1A: The Mortgage Loans identified on the Mortgage Loan
Schedules as comprising Mortgage Loan Sub-Group 1A.
SUB-GROUP 1B: The Mortgage Loans identified on the Mortgage Loan
Schedules as comprising Mortgage Loan Sub-Group 1B.
SUB-GROUP 2A: The Mortgage Loans identified on the Mortgage Loan
Schedules as comprising Mortgage Loan Sub-Group 2A.
SUB-GROUP 2B: The Mortgage Loans identified on the Mortgage Loan
Schedules as comprising Mortgage Loan Sub-Group 2B.
SUB-GROUP 2C: The Mortgage Loans identified on the Mortgage Loan
Schedules as comprising Mortgage Loan Sub-Group 2C.
SUB-SERVICER: Any Person with which either of the Master Servicers has
entered into an agreement and which meets the qualifications of a Sub-Servicer
pursuant to Section 3.02.
SUBSTITUTE MORTGAGE LOAN: A mortgage loan tendered to 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 Trustee 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: Norwest, or its successor in interest, or any successor
trustee appointed as herein provided.
TRUSTEE'S FEES: The amount to be paid to the Trustee each month for
performing its services hereunder in an amount equal to 0.02% per annum of the
Outstanding Principal Balance of each Sub-Group 2B Mortgage Loan.
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.
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 Schedules,
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 (subject to the right of the Trustee to retain all income
from Permitted Investments under Section 4.02(c)), (iii) such assets relating to
the Mortgage Loans as from time to time may be held by a Master Servicer or a
Sub-Servicer in Protected Accounts (excluding any income to a Master Servicer or
any Sub-Servicer from Permitted Investments under Subsection 4.01(a)), (iv)
[reserved], (v) any Servicing Accounts (to the extent the mortgagee has a claim
thereto and excluding any income to a 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 five
separate sub-trusts, one for each of the Mortgage Loan Sub-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 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) 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, to
the Seller with evidence of recording thereon, (v) the original or a copy of the
policy or certificate of primary mortgage guaranty insurance, 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 (B) each Cooperative Loan (i) the
original Mortgage Note, endorsed by the Seller, CMC, NBMC or the originator,
without recourse in proper form to the order of the Trustee, and showing, 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, CMC, NBMC 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, CMC, NBMC 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, CMC, NBMC or the originator and the assignment
of the collateral assignment of the lease by the Seller, CMC, NBMC 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, the original intervening assignments, including warehousing
assignments, if any, showing, an unbroken chain of the related Mortgage Loan
from the Seller, CMC, NBMC 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,
CMC or NBMC, 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, CMC or
NBMC, 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 seven (7) NBMC Mortgage Loans, with an
aggregate Scheduled Principal Balance as of the Cut-off Date of $2,241,348.01,
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 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 Trustee promptly after they are received. Each Master 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 any 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 and will provide a
copy thereof to the Trustee.
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, the documents (or certified
copies thereof) delivered to it pursuant to Section 2.01 and declares that it
holds and 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 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
Trustee thereof), the Trustee agrees, for the benefit of the Certificateholders,
to review each Mortgage File delivered to it and to execute and deliver, or
cause to be executed and delivered, to the Seller and the Master Servicers an
Initial Certification substantially in the form annexed hereto as Exhibit G. In
conducting such review, the Trustee will 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
and Exhibit B-2 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 Trustee's obligations shall extend only to documents
actually delivered pursuant to such subsections). In performing any such review,
the Trustee 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 Trustee 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 and Exhibit B-2 or to appear to be defective on its
face, the Trustee shall promptly notify BSMCC. BSMCC shall correct or cure any
such defect within 90 days from the date of notice from the Trustee 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
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 and the Master Servicers, a Final Certification substantially in the form
annexed hereto as Exhibit H. In conducting such review, the Trustee will
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 Trustee 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 and
Exhibit B-2 or to appear defective on its face, the Trustee shall promptly
notify BSMCC (PROVIDED, HOWEVER, that with respect to those documents described
in subsection (b)(iv), (b)(v) and (b)(vi) of Section 2.01, the Trustee'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 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 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 amend the Mortgage Loan Schedules, which were previously delivered to it
by Seller in a form agreed to between the Seller and the Trustee, to reflect
such repurchase and shall promptly notify the Master Servicers 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
SERVICERS. (a) CMC hereby represents and warrants with respect to CMC, and NBMC
hereby represents and warrants with respect to NBMC, to the Trustee and, solely
for purposes of clauses (ix) and (x) of this Section 2.03, to BSMCC as of the
Closing Date that:
(i) It is a corporation duly organized, validly existing and
in good standing under the laws of the state of its incorporation and
is in good standing as a foreign corporation in each jurisdiction where
such qualification is necessary or is exempt from such qualification or
not required by applicable law to effect such qualification and, for so
long as it is a Master Servicer under this Agreement, will remain a
corporation duly organized, validly existing and in good standing under
the laws of the state of its incorporation, any state of
reincorporation or the laws of the United States of America and in good
standing as a foreign corporation in each jurisdiction where such
qualification is necessary (except, in the case of foreign corporation
qualification both on the date hereof and in the future, where the
failure so to qualify would not reasonably be expected to have a
material adverse effect on such Master Servicer's ability to enter into
this Agreement or to perform its obligations hereunder), 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 certificate of incorporation 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) [Reserved]
(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; and
(ix) With respect to CMC, its computer programs, systems and
applications used in servicing the related Mortgage Loans will be
replaced or modified and maintained to operate in such a manner that at
all times, including on and after January 1, 2000, it can service the
related Mortgage Loans in accordance with the terms of this Agreement;
and with respect to NBMC, the NBMC Master Servicer is working to modify
its computer and other systems used in servicing the Mortgage Loans to
operate in a manner such that, on and after January 1, 2000, the Master
Servicer can service the related Mortgage Loans in accordance with the
terms of this Agreement.
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 (but none of its
obligations) insofar as such contract relates to the representations and
warranties set forth in Exhibit C hereto regarding the Mortgage Loans (including
the substitution and repurchase obligations of BSMCC); provided 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.
(b) If the Seller, CMC, NBMC 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 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 Schedules to reflect such repurchase and shall
promptly notify the Master Servicers, 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 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 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
Sub-Group 1A, Sub-Group 1B, Sub-Group 2A, Sub-Group 2B or Sub-Group 2C 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 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 Trustee. The Trustee shall amend the Mortgage Loan Schedules to
reflect such substitution and shall provide a copy of such amended Mortgage Loan
Schedules to the applicable Master Servicer, and the Rating Agencies.
Section 2.05. REPRESENTATIONS AND WARRANTIES OF THE Trustee. The
Trustee hereby represents and warrants to the Seller CMC and NBMC 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 Minneapolis, Minnesota;
(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;
(v) All funds received by the Trustee and required to be
deposited in the Certificate Account pursuant to this Agreement will be
promptly so deposited; and
(vi) The Trustee's computer programs, systems and applications
maintained used in connection with its duties as trustee under this
Agreement will be replaced or modified and maintained to operate in
such a manner that on and after January 1, 2000, it can perform its
obligations hereunder in accordance with the terms of this Agreement.
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, CMC and NBMC 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.
ARTICLE III
Administration and Servicing of Mortgage Loans
Section 3.01. MASTER SERVICERS TO ASSURE SERVICING. (a) The CMC Master
Servicer and the NBMC Master Servicer shall supervise, or take such actions as
are necessary to ensure, the servicing and administration of the CMC Mortgage
Loans and the NBMC Mortgage Loans, respectively, and any related REO Property in
accordance with this Agreement and its normal servicing practices (including
making any Servicing Advances), which generally conform to the standards of an
institution prudently servicing mortgage loans for its own account and shall
have full authority to do anything it reasonably deems appropriate or desirable
in connection with such servicing and administration. Each Master Servicer may
perform its responsibilities relating to servicing through other agents or
independent contractors, but shall not thereby be released from any of its
responsibilities as hereinafter set forth. The authority of each Master
Servicer, in its capacity as master servicer, shall include, without limitation,
the power to (i) consult with and advise any Sub-Servicer regarding
administration of a related Mortgage Loan, (ii) approve any recommendation by a
Sub-Servicer to foreclose on a related Mortgage Loan, (iii) supervise the filing
and collection of insurance claims and take or cause to be taken such actions on
behalf of the insured person thereunder as shall be reasonably necessary to
prevent the denial of coverage thereunder, and (iv) effectuate foreclosure or
other conversion of the ownership of the Mortgaged Property securing a related
Mortgage Loan, including the employment of attorneys, the institution of legal
proceedings, the collection of deficiency judgments, the acceptance of
compromise proposals, the filing of claims under any Primary Mortgage Insurance
Policy and any other matter pertaining to a delinquent Mortgage Loan. The
authority of each 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, each 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. Each Master Servicer may exercise this power in its own
name or in the name of a Sub-Servicer.
(b) Notwithstanding the provisions of Subsection 3.01(a), neither
Master Servicer shall take any action inconsistent with generally accepted good
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 Master Servicer with any powers of
attorney and other documents in form as provided to it necessary or appropriate
to enable such Master Servicer to service and administer the related Mortgage
Loans and REO Property.
Section 3.02. SUB-SERVICING AGREEMENTS BETWEEN A MASTER SERVICER AND
SUB-SERVICERS. (a) Each Master Servicer may enter into Sub-Servicing Agreements
with Sub-Servicers for the servicing and administration of the related Mortgage
Loans and for the performance of any and all other activities of such Master
Servicer hereunder. Each Sub-Servicer shall be either (i) an institution the
accounts of which are insured by the FDIC or (ii) another entity that engages in
the business of originating or servicing mortgage loans, and in either case
shall be authorized to transact business in the state or states in which the
related Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Sub-Servicer to perform its obligations
hereunder and under the Sub-Servicing Agreement, and in either case shall be a
▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae approved mortgage servicer. Any Sub-Servicing
Agreement entered into by a Master Servicer shall include the provision that
such Agreement may be immediately terminated (x) with cause and without any
termination fee by any Master Servicer hereunder other than CMC or NBMC or (y)
without cause in which case the relevant Master Servicer shall be responsible
for any termination fee or penalty resulting therefrom. In addition, any
Sub-Servicing Agreement shall provide for servicing of the related Mortgage
Loans consistent with the terms of this Agreement. With the consent of the
Trustee, which consent shall not be unreasonably withheld, each Master Servicer
and the Sub-Servicers may enter into Sub-Servicing Agreements and make
amendments to the Sub-Servicing Agreements or enter into different forms of
Sub-Servicing Agreements; provided, however, that any such amendments or
different forms shall be consistent with and not violate the provisions of this
Agreement, and that no such amendment or different form shall be made or entered
into which could be reasonably expected to be materially adverse to the
interests of the Certificateholders, without the consent of the Holders of
Certificates entitled to at least 51% of the Fractional Undivided Interests of
all the Certificates in the aggregate.
(b) As part of its servicing activities hereunder, each Master
Servicer, for the benefit of the Trustee and the Certificateholders, shall use
its best reasonable efforts to 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 such Master Servicer, in
its good faith business judgment, would require were it the owner of the related
Mortgage Loans. Each Master Servicer shall pay the costs of such enforcement at
its own expense, but shall be reimbursed therefor only (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.
Section 3.03. SUCCESSOR SUB-SERVICERS. Each 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, such 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. LIABILITY OF EACH MASTER SERVICER. (a) Notwithstanding
any Sub-Servicing Agreement, any of the provisions of this Agreement relating to
agreements or arrangements between a Master Servicer and a Sub-Servicer or
reference to actions taken through a Sub-Servicer or otherwise, the CMC Master
Servicer and the NBMC Master Servicer shall under all circumstances remain
obligated and primarily liable to the Trustee and the Certificateholders for the
servicing and administering of the CMC Mortgage Loans and the NBMC Mortgage
Loans, respectively, and any related REO Property in accordance with this
Agreement. The obligations and liability of the CMC Master Servicer and the NBMC
Master Servicer shall not be diminished by virtue of Sub-Servicing Agreements or
by virtue of indemnification of CMC or NBMC by any Sub-Servicer, or any other
Person. The obligations and liability of each Master Servicer shall remain of
the same nature and under the same terms and conditions as if such Master
Servicer alone were servicing and administering the related Mortgage Loans. Each
Master Servicer shall, however, be entitled to enter into indemnification
agreements with any Sub-Servicer or other Person and nothing in this Agreement
shall be deemed to limit or modify such indemnification. For the purposes of
this Agreement, the CMC Master Servicer and the NBMC Master Servicer shall be
deemed to have received any payment on a CMC Mortgage Loan or an NBMC Mortgage
Loan, respectively, on the date the Sub-Servicer received such payment;
PROVIDED, HOWEVER, that this sentence shall not apply to the Trustee acting as a
Master Servicer; PROVIDED, FURTHER, HOWEVER, that the foregoing provision shall
not affect the obligation of a Master Servicer if it is also the Trustee to
advance amounts which are not Nonrecoverable Advances.
(b) Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such and not as an originator shall be deemed to be between
the Sub-Servicer and the relevant Master Servicer alone, and the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Sub-Servicer
except as set forth in Section 3.05.
Section 3.05. ASSUMPTION OF SUB-SERVICING AGREEMENTS BY TRUSTEE. (a) If
the Trustee or its designee shall assume the master servicing obligations of
either Master Servicer in accordance with Section 8.02, the Trustee, to the
extent necessary to permit the Trustee to carry out the provisions of Section
8.02 with respect to the Mortgage Loans, shall succeed to all of the rights and
obligations of such Master Servicer under each of the Sub-Servicing Agreements.
In such event, the Trustee or its designee as the successor master servicer
shall be deemed to have assumed all of such Master Servicer's rights and
obligations therein and to have replaced such Master Servicer as a party to such
Sub-Servicing Agreements to the same extent as if such Sub-Servicing Agreements
had been assigned to the Trustee or its designee as a successor master servicer,
except that the Trustee or its designee as a successor master servicer shall not
be deemed to have assumed any obligations or liabilities of such Master Servicer
arising prior to such assumption and such Master Servicer shall not thereby be
relieved of any liability or obligations under such Sub-Servicing Agreements.
(b) In the event that the Trustee or its designee as successor master
servicer for the Trustee assumes the servicing obligations of either Master
Servicer under Section 8.02, upon the reasonable request of the Trustee or such
designee as successor master servicer, such Master Servicer shall at its own
expense deliver to the Trustee, or at its written request to such designee,
photocopies of all documents and records, electronic or otherwise, relating to
the Sub-Servicing Agreements and the related Mortgage Loans or REO Property then
being serviced 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 Sub-Servicing Agreements, or
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) Each Master
Servicer will make remittances itself or will coordinate and monitor remittances
by Sub-Servicers to the Trustee with respect to the related Mortgage Loans in
accordance with this Agreement.
(b) Each Master Servicer shall make its reasonable best efforts to
collect or cause to be collected all payments required under the terms and
provisions of the related Mortgage Loans and shall follow, and use its best
efforts to cause Sub-Servicers to 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, each Master 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 either Master
Servicer shall consent to the deferment of the due dates for payments due on a
related Mortgage Note, such Master Servicer shall nonetheless make a Monthly
Advance or shall cause the related Sub-Servicer to 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 such Master Servicer to make a Monthly Advance shall apply
only to the extent that such Master Servicer believes, in good faith, that such
advances are not Nonrecoverable Advances.
(c) Notwithstanding anything in this Agreement to the contrary,
neither Master Servicer may make any advances of amounts due in the future with
respect to a related Mortgage Loan and such Master Servicer shall not permit (i)
any modification with respect to any related 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.
Section 3.07. COLLECTION OF TAXES, ASSESSMENTS AND SIMILAR ITEMS;
SERVICING ACCOUNTS. (a) Each Master Servicer shall establish and maintain or
cause the Sub-Servicers to establish and maintain, in addition to the Protected
Accounts, one or more Servicing Accounts. Each Master Servicer or a Sub-Servicer
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 held in trust by each Master
Servicer or a Sub-Servicer as Trustee of Taxes and Insurance Custodial Account
for borrowers and for CMC or NBMC, as the case may be (and its successors and
assigns) acting on its own behalf and for CMC or NBMC, as the case may be, 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 relevant Master Servicer or a 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. Each Master Servicer may, or may permit a Sub-Servicer to,
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 relevant 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 Master Servicer shall provide, and shall
cause any Sub-Servicer to provide, to the Trustee and the Seller access to the
records and documentation regarding the related Mortgage Loans and REO Property
and the servicing thereof and to 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
related Master Servicer, the Sub-Servicers or the Trustee that are designated by
these entities; PROVIDED, HOWEVER, that, unless otherwise required by law, the
Trustee, the related Master Servicer 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 the related Master Servicer or any
Sub-Servicer. The related Master Servicer, the Sub-Servicers 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 Master Servicer shall, or shall cause the related
Sub-Servicer to, in accordance with applicable law, 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. Each Master Servicer shall, or shall cause the
related Sub-Servicer to, effect the timely payment of the premium on each
Primary Mortgage Insurance Policy. Each Master Servicer and 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 Master Servicer shall maintain and keep, or cause each Sub-Servicer to
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 full insurable value 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. 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 Master Servicer or 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 such Master Servicer's or 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, subject
to withdrawal pursuant to Section 4.03.
(c) Any cost incurred by a Master Servicer or 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 such Master Servicer
or Sub-Servicer out of related late payments by the Mortgagor or out of
Insurance Proceeds or Liquidation Proceeds or by the Master 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. If any of
the Mortgaged Properties are located in a federally designated special flood
hazard area, the related Master 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 meeting the current requirements of ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac, 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).
(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 Master Servicer shall pay,
or cause the related Sub-Servicer to pay, for any necessary repairs.
(f) The related Master Servicer shall present, or cause the related
Sub-Servicer to present, if it is a permitted claimant, claims under the related
hazard insurance or flood insurance policy.
(g) Each Master Servicer shall obtain and maintain at its own expense
and for the duration of this Agreement a blanket fidelity bond and shall cause
each Sub-Servicer to 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. The amount
of coverage shall be at least equal to the coverage maintained by the related
Master Servicer acceptable to ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ 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. Each Master Servicer
shall promptly notify the Trustee of any material change in the terms of such
bond or policy. Each Master Servicer shall provide annually to the Trustee a
certificate of insurance that such bond and policy are in effect. If any such
bond or policy ceases to be in effect, each 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 the CMC Master Servicer is notified by any Mortgagor or
Sub-Servicer that a Mortgaged Property relating to a CMC Mortgage Loan has been
or is about to be conveyed by the Mortgagor, or the NBMC Master Servicer is
notified by any Mortgagor or Sub-Servicer that a Mortgaged Property relating to
an NBMC Mortgage Loan has been or is about to be conveyed to the Mortgagor, the
applicable Master Servicer shall enforce, or shall instruct such Sub-Servicer to
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 Master Servicer reasonably believes such enforcement
is likely to result in legal action by the Mortgagor. If a Master 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 Master Servicer is authorized, and may authorize any Sub-Servicer,
to 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
Master Servicer or the related Sub-Servicer enters into such agreement) by any
Primary Mortgage Insurance Policy. Each Master Servicer shall notify the
Trustee, whenever possible, before the completion of such assumption agreement,
and shall forward to the Trustee the original copy of such assumption agreement,
which copy shall be added by the Trustee 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 a
Master Servicer or Sub-Servicer for consenting to any such conveyance or
entering into any such assumption agreement may be retained by the Master
Servicer or the related Sub-Servicer as additional servicing compensation.
(b) Notwithstanding the foregoing paragraph or any other provision of
this Agreement, neither of the Master Servicers shall be deemed to be in
default, breach or any other violation of its obligations hereunder 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 such Master 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 such Master
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
Master Servicer shall, or shall direct the related Sub-Servicer to, 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 such Master Servicer shall not, and shall
not direct the related Sub-Servicer, if any, to, foreclose upon or otherwise
comparably convert a Mortgaged Property if there is evidence of environmental
hazards or toxic waste thereon and such Master Servicer determines it would be
imprudent to do so or not in accordance with appropriate servicing standards.
Each Master 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, each Master Servicer in
conjunction with the related Sub-Servicer, if any, 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 Master 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). Each Master 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 in respect of such Master Servicer only, 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 reasonably forseeable 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 reasonably forseeable 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 a 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 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 Master
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer will immediately notify the
Trustee 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 related
Master Servicer or a Sub-Servicer, as the case may be, of the Mortgage File.
Upon receipt of such certification and request, the Trustee shall promptly, but
in no event later than five Business Days, release the related Mortgage File to
the related Master Servicer or a Sub-Servicer and execute and deliver to the
related Master 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 Master 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.
(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 related Master Servicer shall deliver to the Trustee a Request for
Release signed by a Servicing Officer on behalf of the related Master Servicer
in substantially the form attached as Exhibit D hereto. Upon receipt of the
Request for Release, the Trustee shall deliver the Mortgage File or any document
therein to the related Master Servicer or Sub-Servicer, as the case may be.
(c) Each Master Servicer shall cause each Mortgage File or any
document therein released pursuant to Subsection 3.13(b) to be returned to the
Trustee when the need therefor no longer exists, 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 or any document to
the Trustee, the related Master Servicer, the related Insurer or Sub-Servicer to
whom such file or document was delivered shall retain such file or document in
its respective control unless the Mortgage File or such document 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 related Master Servicer has delivered to the Trustee a certificate of a
Servicing Officer certifying as to the name and address of the Person to which
such Mortgage File or such document was delivered and the purpose or purposes of
such delivery. If a related Mortgage Loan becomes a Liquidated Mortgage Loan,
the related Master Servicer shall deliver the Request for Release with respect
thereto to the Trustee 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 related Master
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
related Master 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. SERVICING AND MASTER SERVICING Compensation. (a) As
compensation for its activities hereunder, the CMC Master Servicer shall be
entitled to receive the CMC Master Servicing Fee from full payments of accrued
interest on each CMC Mortgage Loan and the NBMC Master Servicer shall be
entitled to receive the NBMC Master Servicing Fee from full payments of accrued
interest on each NBMC Mortgage Loan, in each case subject to each Master
Servicer's obligation to pay Compensating Interest Payments pursuant to Section
6.09.
(b) Each Master 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. Each Master Servicer is also entitled to receive Excess Liquidation
Proceeds as additional servicing compensation. Each Master Servicer shall be
required to pay all expenses it incurs in connection with servicing activities
under this Agreement, including fees and expenses to Sub-Servicers, and shall
not be entitled to reimbursement except as provided in this Agreement. Expenses
to be paid by a 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, each Master Servicer at
its own expense, 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 such 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, such 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 such Master Servicer to remedy such default; (iii) a review of the activities
of each Sub-Servicer, if any, during the Sub-Servicer's most recently ended
fiscal year on or prior to such December 31st and its performance under its
Sub-Servicing Agreement has been made under such Officer's supervision; and (iv)
to the best of the Servicing Officer's knowledge, based on his review and the
certification of an officer of the Sub-Servicer (unless the Servicing Officer
has reason to believe that reliance on such certification is not justified),
either each Sub-Servicer has performed and fulfilled its duties,
responsibilities and obligations under this Agreement and 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 each Master
Servicer to the Certificateholders upon request or by the Trustee at the expense
of such Master Servicer should such 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,
each 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 such 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 such Master Servicer's overall
servicing activities for such fiscal year conducted in accordance with the
requirements of the Uniform Single Attestation Program for Mortgage Bankers,
nothing came to their attention that indicated that such Master Servicer was not
in compliance with Sections 3.07, 3.15, 4.01, 4.02 and 4.03 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 by
the Trust hereunder in so doing.
(b) Within 120 days after the last day of the fiscal year of each
Sub-Servicer or a Master Servicer other than CMC, NBMC or the Trustee,
commencing in 1998, each Master Servicer, at its expense, shall furnish to the
Trustee 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 Sub-Servicer and any Master
Servicer (other than CMC, NBMC or the Trustee) in accordance with the
requirements of the Uniform Single Attestation Program for Mortgage Bankers, or
such other program as may be certified as being comparable by such accountant.
Section 3.17. REMIC-RELATED COVENANTS. For as long as any of the
Series REMICs shall exist, each Master Servicer and the Trustee shall act in
accordance herewith to assure continuing treatment of each of the Series REMICs
as REMICs, and the Trustee shall comply with any directions of such 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 of the Series REMICs after the Startup Day without receipt of a REMIC
Opinion.
Section 3.18. ADDITIONAL INFORMATION. Each Master Servicer agrees to
furnish the Seller, at no expense to such 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.
Section 3.19. PERIODIC FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION; ADDITIONAL INFORMATION. The Trustee agrees to cooperate with the
Seller in connection with the filing by the Seller with the Securities and
Exchange Commission of any and all reports, statements and information
respecting the Trust Fund and/or the Certificates required to be filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended. Fees and expenses incurred by the Trustee in connection with
this Section shall not be reimbursable from the Trust Fund.
ARTICLE IV
Accounts
Section 4.01. PROTECTED ACCOUNTS. (a) Each Master Servicer shall
establish and maintain if it is servicing the related Mortgage Loans and shall
require each Sub-Servicer to 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 48 hours of receipt all collections of
principal and interest on any Mortgage Loan and with respect to any REO Property
received by such 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. Each 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 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 not commingled with any other funds. Each
Master Servicer may, and such 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 are Rating Agency Eligible Accounts.
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 Certificate 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 relevant
Master Servicer or 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 relevant Master Servicer or the related
Sub-Servicer. The relevant Master Servicer shall itself, or shall cause the
related Sub-Servicer to, 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 Distribution Date
on which the moneys so invested are required to be distributed to the
Certificateholders.
(b) On or before each Funds Transfer Date, each Master Servicer shall
withdraw or shall cause to be withdrawn from the Protected Accounts and shall
immediately deposit or cause to be deposited in the appropriate sub-account of
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 such Master Servicer or
Sub-Servicers which were due on or before the related Due Date, net of
the amount thereof comprising the applicable Master Servicing Fee due
such Master Servicer;
(ii) Full Principal Prepayments and any Liquidation Proceeds
received by such Master Servicer or related Sub-Servicers 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 Master Servicing Fee due such Master
Servicer;
(iii) Partial prepayments of principal received by such Master
Servicer or related Sub-Servicers 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); to reimburse a 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 a Master Servicer may be
retained by it and need not be deposited in the Certificate Account.
(d) Each Master Servicer shall promptly deliver to the Trustee, upon
request, a statement from the institution at which each Protected Account is
maintained showing deposits and withdrawals during the prior month.
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 two separate sub-accounts, one each
for all funds with respect to each Mortgage Loan Group. The Trustee will deposit
in the appropriate sub-account as identified by each Master Servicer, of the
Certificate Account as received the following amounts:
(i) Any amounts withdrawn from a Protected Account pursuant
to Subsection 4.01(b);
(ii) Any Monthly Advance and any Compensating Interest
Payments;
(iii) Any Insurance Proceeds or Liquidation Proceeds received
by each Master Servicer which were not deposited in a Protected
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; and
(vi) Any other amounts received by each Master 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 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 a Master
Servicer or the related Sub-Servicer to the Certificate Account and may be
retained by such Master Servicer or the related Sub-Servicer as servicing
compensation. In the event that a 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 such Master Servicer, shall
promptly transfer such amount to such 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
a Master Servicer (whether made directly, or indirectly through a liquidator or
receiver of the Trustee or such 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, (ii) invested, in the name of the
Trustee, or its nominee, for the benefit of the Certificateholders, in Permitted
Investments described in clause (viii) of the definition of Permitted
Investments to be held by the Trustee as the Trustee may select, or (iii) from
the maturity of any Permitted Investment on the Business Day prior to a
Distribution Date through the distribution of such funds on such Distribution
Date or at such other time and in such amount as, in the judgment of the
Trustee, cannot reasonably be invested in accordance with items (i) or (ii) of
this sentence, held by the Trustee uninvested in such Certificate Account. 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 Trustee
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. ss. 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 a Master Servicer,
make or cause to be made such withdrawals or transfers from the appropriate
sub-account of the Certificate Account as such Master 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 Master
Servicer to those not withdrawn from the Protected Account in accordance with
the terms of this Agreement):
(i) [Reserved];
(ii) to reimburse a 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 a 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 a Master Servicer or any Sub-Servicer from
Insurance Proceeds or Liquidation Proceeds relating to a particular
related Mortgage Loan for amounts expended by such 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 a 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 such 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 a
Master 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 such Master Servicer; and (ii) such Liquidation Expenses
were not included in the computation of such Excess Liquidation
Proceeds;
(v) to pay a Master Servicer or any Sub-Servicer (payment to
any Sub-Servicer to be subject to prior payment to such Master Servicer
of an amount equal to the applicable Master Servicing Fee), as
appropriate, from Liquidation Proceeds or Insurance Proceeds received
in connection with the liquidation of any Mortgage Loan, the amount
which it or such Sub-Servicer would have been entitled to receive under
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
such Master Servicer or 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 Master Servicing Fee Rate to but not including the date of
payment;
(vi) to pay a Master Servicer or any Sub-Servicer (payment to
any Sub-Servicer to be subject to prior payment to such Master Servicer
of the portion of the applicable Master Servicing Fee which such Master
Servicer is entitled to retain as evidenced in writing to the Trustee
by such Master Servicer), as appropriate, from the Repurchase Price for
any related Mortgage Loan, the amount which it or such Sub-Servicer
would have been entitled to receive under 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 Master Servicer and 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 Master Servicing Fee Rate through the last day of the month
of repurchase;
(vii) to reimburse a Master Servicer or any Sub-Servicer for
advances of funds pursuant to Sections 3.07, 3.09 and 3.10, 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 a 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 a Master Servicer and any Sub-Servicer
servicing compensation as set forth in Section 3.14;
(xi) to reimburse a Master Servicer for expenses, costs and
liabilities incurred by and reimbursable to it pursuant to Subsection
7.04(d), 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 and the
Group 2 Mortgage Loans, respectively;
(xii) to pay to a Master Servicer, as additional servicing
compensation, any Excess Liquidation Proceeds;
(xiii) to clear and terminate the Certificate Account
pursuant to Section 10.01; and
(xiv) to remove amounts deposited in error.
Each 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 such 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 Trustee's Fees shall be paid to the
Trustee; 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, each 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 Certificate 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.
ARTICLE V
Certificates
Section 5.01. CERTIFICATES. (a) The Depository, the Seller and the
Trustee have entered into a Depository Agreement dated as of October 29, 1998
(the "Depository Agreement"). Except for the Residual Certificates, the Class
1-P and the Class 1-X 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 Class 1-P Certificates, the Class 1-X Certificates, 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 if it may
legally be so traded.
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 Servicers 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-"). 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 $167,900,000 6.250%
I-1-A-2 $4,916,350 6.250%
I-1-A-3 $19,878,450 6.250%
I-1-X $87,293,616*(1) (1)
I-X $104,804,339*(1) (1)
I-1-P $78,276(2) (2)
I-PO $47,725(2) (2)
I-1-B-1 $379,300 6.250%
I-1-B-2 $994,000 6.250%
I-1-B-3 $496,900 6.250%
I-1-B-4 $596,400 6.250%
I-1-B-5 $198,800 6.250%
I-1-B-6 $298,185 6.250%
R-1 $50.00 6.250%
------------------------
* means Notional Amount
(1) The Class I-1-X and 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
Mortgage Loans in Sub-Group 1A and 1B, respectively, over
6.250% per annum, multiplied by the Principal Balance of such
Mortgage Loans.
(2) The Class I-1-P and Class I-PO Certificates are
principal only Certificates and will not bear
interest. The Current Principal Amount of the Class
I-1-P and Class I-PO Certificates is equal to a strip
of principal from the Discount Mortgage Loans in
Mortgage Loan Sub-Group 1A and 1B, respectively, and
their Principal Balances are paid down based on their
respective shares of the payments of principal from
the Discount Mortgage Loans in each of Mortgage Loan
Sub-Group 1A and Sub-Group 1B, respectively.
(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-"). 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 $21,000,000 6.125%
II-2-A-2 $275,493,200 6.125%
II-2-A-3 $1,105,000 6.125%
II-X $4,027,537*(1) (1)
II-PO $521,363(2) (2)
II-2-B-1 $3,049,800 6.125%
II-2-B-2 $1,524,900 6.125%
II-2-B-3 $762,500 6.125%
II-2-B-4 $610,000 6.125%
II-2-B-5 $457,400 6.125%
II-2-B-6 $457,561 6.125%
R-2 $100.00 6.125%
------------------------
* means 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 Mortgage Loans in Sub-Group
2C over 6.125% per annum, multiplied by the Principal Balance
of such Mortgage Loans.
(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 the Certificates other
than the Class R-1 and Class R-2 Certificates.
(d) The Classes of the Certificates (other than the Class R-1 and
Class R-2 Certificates, the designations, initial principal amounts and
pass through rates of each of which are set forth in Section 5.01(b)
and (c)) shall have the following designations, initial principal
amounts and Pass-Through Rates:
Designation Initial Principal Pass-Through
Amount Rate
Class 1-A-1 Certificates $167,900,000 6.250%
Class 1-A-2 Certificates $4,916,350 6.250%
Class 1-A-3 Certificates $19,878,450 6.250%
Class 1-B-1 Certificates $3,379,300 6.250%
Class 1-B-2 Certificates $994,000 6.250%
Class 1-B-3 Certificates $496,900 6.250%
Class 1-B-4 Certificates $596,400 6.250%
Class 1-B-5 Certificates $198,800 6.250%
Class 1-B-6 Certificates $298,185 6.250%
Class 1-P Certificates $78,275 (1)
Class 1-X Certificates (2) (2)
Class 2-A-1 Certificates $21,000,000 6.125%
Class 2-A-2 Certificates $275,493,200 6.125%
Class 2-A-3 Certificates $1,105,000 6.125%
Class 2-B-1 Certificates $3,049,800 6.125%
Class 2-B-2 Certificates $1,524,900 6.125%
Class 2-B-3 Certificates $762,500 6.125%
Class 2-B-4 Certificates $610,000 6.125%
Class 2-B-5 Certificates $457,400 6.125%
Class 2-B-6 Certificates $457,561 6.125%
Class PO Certificates $569,087 (3)
Class X Certificates (4) (4)
Class R-3 Certificates $50.00 6.250%
------------------
(1) The Class 1-P Certificates are principal only certificates and will
not bear interest. The Current Principal Amount of the Class 1-P
Certificates initially will be the amount shown above and is composed
of a strip of principal from the Discount Mortgage Loans in Mortgage
Loan Sub-Group 1A.
(2) 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 Sub-Group 1A 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) 6.250% per annum. For the Class 1-X
Certificates, the initial Notional Amount will be $87,293,616 and the
Pass-Through Rate for the initial Interest Accrual Period is
0.386242787% per annum.
(3) 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 with an initial current Principal Amount of $47,725
and Component 2-PO with an initial Current Principal Amount of
$521,362, equal to strips of principal from the Discount Mortgage
Loans in Mortgage Loan Sub-Group 1B and Mortgage Loan Group 2,
respectively.
(4) The Class X Certificates will have a Notional Amount equal to the sum
of the aggregate Scheduled Principal Balances of the Non-Discount
Mortgage Loans in Mortgage Loan Sub-Group 1B and Mortgage Loan
Sub-Group 2C. They will bear interest on their Notional Amount at a
variable Pass-Through Rate equal to the weighted average of the
pass-through rates borne by Component 1B-X and Component 2C-X,
weighted based upon the respective Notional Amounts of such
Components. Component 1B-X will bear interest on its Notional Amount
(initially $104,804,339) at a rate equal to the weighted average of
the excess of (i) the Net Rates of the Non-Discount Sub-Group 1B
Mortgage Loans over (ii) 6.25% per annum and Component 2C-X will bear
interest on its Notional Amount (initially $4,027,537) at a rate equal
to the weighted average of the excess of (i) the Net Rates of the
Non-Discount Sub-Group 2C Mortgage Loans over (ii) 6.125% per annum.
For the Class X Certificates, the initial Notional Amount will be
$108,831,876 and the Pass-Through Rate for the initial Interest
Accrual Period is 0.524359728% per annum.
(e) With respect to each Distribution Date, each Class of Certificates
(other than the Class 1-P and Class PO 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. Interest will accrue on the Class 1-A-2 Certificates but will
not be paid as interest to such Class so long as it is outstanding. The Class
1-A-2 Accrual Amount will be distributed as principal as provided in Section
6.01(a)(i)(A) THIRD (A).
(f) [Reserved];
(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 which are Book-Entry 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 Class 1-P and Class 1-X will be issued in certificated
fully-registered form in minimum denominations of $1,000 and in each case
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 each such Class shall equal the Current Principal Amount or Notional 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 with respect to the Class R-1 and Class R-3 Certificates and $100 with
respect to the Class R-2 Certificates. 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 (other than the Class 1-P and Class 1-X Certificates), the
Certificate in the entire Current Principal Amount or Notional Amount of the
respective Class and (ii) in the case of the Class 1-P and Class 1-X
Certificates and each Class of Private 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 a Responsible Officer 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 and Group 2 Certificates are November 25, 2028 and November
25, 2013, respectively; the latest possible maturity date of the REMIC I, REMIC
II and REMIC III Regular Certificates is November 25, 2028, November 25, 2013,
and November 25, 2028, respectively.
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, ▇▇▇ ▇▇-▇▇, ▇▇▇ ▇▇-▇, ▇▇▇ 95-60 OR
PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY
DUTIES ON THE PART OF THE MASTER SERVICERS 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 Servicers, the
Trustee and any agent of the Seller, the Master Servicers 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
Servicers, the Trustee nor any agent of the Seller, the Master Servicers 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 ▇▇▇▇▇▇▇ 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 Trustee 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, ▇▇▇ ▇▇-▇▇, ▇▇▇ ▇▇-▇▇, ▇▇▇ ▇▇-▇, ▇▇▇ 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.
(c) Any attempted or purported transfer of any Certificate in
violation of the provisions of Subsections (a) or (b) above shall be void AB
INITIO and such Certificate shall be considered to have been held continuously
by the prior permitted Certificateholder. Any transferor of any Certificate in
violation of such provisions, shall indemnify and hold harmless the Trustee from
and against any and all liabilities, claims, costs or expenses incurred by the
Trustee as a result of such attempted or purported transfer.
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
Servicers shall cooperate with the Seller and furnish the Seller such
information in such Master Servicer's possession as the Seller may reasonably
request.
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 November 1998, in an aggregate amount equal to the Available
Funds for such Distribution Date.
(i) GROUP 1 CERTIFICATES. (A) On each Distribution Date, the Group 1
Available Funds will be distributed in the following order of priority among the
Group 1 Certificates except as otherwise noted:
FIRST, to the interest-bearing Classes of Group 1 Senior Certificates
(other than the Class 1-A-2 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
(other than the Class 1-A-2 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-X
Certificates and Component 1B-X) in reduction of the Current Principal
Amounts thereof:
(a) the Class 1-A-2 Accrual Amount in the
following order of priority:
FIRST, to the Class 1-A-1 Certificates until the Current
Principal Amount thereof has been reduced to zero, without
regard to its Scheduled Balance (as set forth in Exhibit I
hereto) for such Distribution Date; and
SECOND, to the Class 1-A-2 Certificates, until the Current
Principal Amount thereof has been reduced to zero;
(b) the Group 1 Senior P&I Optimal Principal Amount, in
the following order of priority:
first, concurrently to the Class R-1 and Class R-3
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-3 Certificates up to the
Class 1-A-3 Optimal Principal Amount for such
Distribution Date, until the Current Principal Amount
thereof has been reduced to zero;
third, to the Class 1-A-1 Certificates, until the
Current Principal Amount thereof has been reduced to
its Scheduled Balance (as set forth in Exhibit I
hereto) for such Distribution Date;
fourth, to the Class 1-A-2 Certificates, until the
Current Principal Amount thereof has been reduced to
zero;
fifth, to the Class 1-A-1 Certificates,
until the Current Principal Amount thereof
has been reduced to zero, without regard to its
Scheduled Balance (as set forth on
Exhibit I) for such Distribution Date;
(c) the Class 1-P Principal Distribution Amount for the
Class 1-P Certificates for such Distribution Date, to
the Class 1-P Certificates, until the Current
Principal Amount of the Class 1-P Certificates has
been reduced to zero; and
(d) 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, concurrently, the Class 1-P Deferred Amount and the Component
1-PO Deferred Amount for such Distribution Date, to the Class 1-P
Certificates and the Class PO Certificates, respectively; provided,
that (i) on any Distribution Date, distributions pursuant to this
priority FOURTH shall not exceed the excess, if any, of (x) the Group 1
Available Funds remaining after giving effect to distributions pursuant
to clauses FIRST through THIRD under Section 6.01(a)(i) above (other
than the distribution of the Class 1-A-2 Accrual Amount under THIRD
(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 Subordinate Certificates then outstanding, (ii) such distributions
shall not reduce the Current Principal Amount of the Class 1-P
Certificates or Component 1-PO and (iii) no distribution will be made
in respect of the Class 1-P Deferred Amount or Component 1-PO Deferred
Amount after the Group 1 Cross-Over Date; and
FIFTH, sequentially, in the following order, to the Class 1-B-1, Class
1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5 and Class 1-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 Group 1 Cross-Over Date,
distributions of principal (other than with respect to the Class 1-A-2 Accrual
Amount) on the outstanding Group 1 Senior Certificates (other than Class 1-P
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 in Section 6.01(a)(i)(A) 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 under Section 6.01(a)(i)(A) above on any Distribution Date, the
remaining Group 1 Available Funds (other than the Class 1-A-2 Accrual Amount)
are less than the sum of the Group 1 Senior P&I Optimal Principal Amount, the
Class 1-P Principal Distribution 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-X
Certificates and Component 1B-X) on the basis of such reduced amounts.
Notwithstanding any reduction in principal distributable to the Class 1-P or
Class PO Certificates pursuant to this paragraph, the principal balance of the
Class 1-P Certificates or Component 1-PO shall be reduced not only by principal
so distributed but also by (x) in the case of the Class 1-P Certificates, the
difference between (i) principal distributable to the Class 1-P Certificates in
accordance with clause (c) of priority THIRD above and (ii) principal actually
distributed to the Class 1-P Certificates after giving effect to this paragraph
(such difference, the "Class 1-P Cash Shortfall") and (y) in the case of the
Component 1-PO, the difference between (i) principal distributable to the Class
PO Certificates with respect to the Component 1-PO in accordance with clause (d)
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 Class 1-P
Cash Shortfall and the Component 1-PO Cash Shortfall with respect to any
Distribution Date will be added to the Class 1-P Deferred Amount and the
Component 1-PO Deferred Amount, as applicable.
(D) The "Class 1-A-3 Optimal Principal Amount" for any Distribution
Date occurring prior to the Distribution Date in November 2003 will equal zero.
The Class 1-A-3 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-3 Pro
Rata Optimal Principal Amount for such Distribution Date; and, for any
Distribution Date thereafter, 100% of the Class 1-A-3 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-3 and Class 1-P Certificates and the
Component 1-PO) has been reduced to zero, the Class 1-A-3 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-3 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-3 Certificates immediately prior to such Distribution Date and the
denominator of which is the sum of the Non-PO Percentages of the Scheduled
Principal Balances of the Group 1 Mortgage Loans.
(F) The "Class 1-A-2 Accrual Amount" with respect to a Distribution
Date is equal to the accrued interest that would otherwise be payable in respect
of the Class 1-A-2 Certificates on such Distribution Date. On each Distribution
Date, the Class 1-A-2 Accrual Amount will be added to the Current Principal
Amount of the Class 1-A-2 Certificates (such amount thereafter to accrue
interest at the Pass-Through Rate for the Class 1-A-2 Certificates).
(ii) GROUP 2 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:
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 Component
2C-X) 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, concurrently: (a) 92.5721996974% to the Class
2-A-2 Certificates, and (b) 7.4278003026%,
sequentially to the Class 2-A-1 Certificates and the
Class 2-A-3 Certificates, in that order, until the
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 the 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 Group 2 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
2 Subordinate Certificates then outstanding, (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 Component 2-PO
Deferred Amount after the Group 2 Cross-Over Date; and
FIFTH, sequentially, in the following order, to the Class 2-B-1, Class
2-B-2, Class 2-B-3, Class 2-B-4, Class 2-B-5 and Class 2-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 Group 2 Cross-Over Date,
distributions of principal on the outstanding Group 2 Senior Certificates (other
than Component 2-PO) will be made pro rata among all such Group 2 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 under 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 Component 2C-X)
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.
(b) "Pro rata" distributions among Classes of Certificates will be
made in proportion to the then Current Principal Amount of such Classes.
(c) [Reserved].
(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 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 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 Master 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 Series REMIC 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 the
Series REMICs, to the extent that such expenses relate to the assets of each of
such respective Series REMICs, and all other expenses and fees of the Trust
shall be paid pro rata by each of the Series REMICs.
Section 6.02. [Reserved]
Section 6.03. ALLOCATION OF LOSSES. (a) On or prior to each
Determination Date, the CMC Master Servicer and the NBMC Master Servicer shall
determine the amount of any Realized Loss in respect of each CMC Mortgage Loan
and NBMC Mortgage Loan, respectively, in each Mortgage Loan Group that occurred
during the immediately preceding calendar month. 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 Sub-Group 1A
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 Class 1-P Certificates; and
(ii) The applicable Non-PO Percentage of any such
Realized Loss shall be allocated as follows:
first, to the Class 1-B-6 Certificates until
the current Principal Amount thereof has been reduced to zero;
second, to the Class 1-B-5 Certificates
until the Current Principal Amount thereof has been reduced to zero;
third, to the Class 1-B-4 Certificates until
the Current Principal Amount thereof has been reduced to zero;
fourth, to the Class 1-B-3 Certificates
until the Current Principal Amount thereof has been reduced to zero;
fifth, to the Class 1-B-2 Certificates until
the Current Principal Amount thereof has been reduced to zero;
sixth, to the Class 1-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-X and Class 1-P Certificates,
Component 1B-X and Component 1-PO), pro rata, in accordance with their
Current Principal Amounts;
(B) With respect to any Determination Date, with respect to Group 1
Certificates, the principal portion of each Realized Loss on a Sub-Group 1B
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 Class PO Certificates in respect of 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 1-B-6 Certificates until
the current Principal Amount thereof has been reduced to zero;
second, to the Class 1-B-5 Certificates
until the Current Principal Amount thereof has been reduced to zero;
third, to the Class 1-B-4 Certificates until
the Current Principal Amount thereof has been reduced to zero;
fourth, to the Class 1-B-3 Certificates
until the Current Principal Amount thereof has been reduced to zero;
fifth, to the Class 1-B-2 Certificates until
the Current Principal Amount thereof has been reduced to zero;
sixth, to the Class 1-B-1 Certificates until
the Current Principal amount thereof has been reduced to zero;
seventh, to the Classes of Group 1 Senior
(other than the Class 1-X and Class 1-P Certificates, Component 1B-X
and Component 1-PO), pro rata, in accordance with their Current
Principal Amounts;
(C) 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 Class PO Certificates in respect of 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 2-B-6 Certificates until
the current Principal Amount thereof has been reduced to zero;
second, to the Class 2-B-5 Certificates
until the Current Principal Amount thereof has been reduced to zero;
third, to the Class 2-B-4 Certificates until
the Current Principal Amount thereof has been reduced to zero;
fourth, to the Class 2-B-3 Certificates
until the Current Principal Amount thereof has been reduced to zero;
fifth, to the Class 2-B-2 Certificates until
the Current Principal Amount thereof has been reduced to zero;
sixth, to the Class 2-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 Component 2C-X and Component 2-PO), pro rata,
in accordance with their Current Principal Amounts;
(D) [Reserved]; 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 Sub-Group 1A Mortgage
Loans, Sub Group 1B Mortgage Loans and Group 2 Mortgage Loans the
applicable PO Percentage of any such Excess Loss shall be allocated to
the Class 1-P Certificates, the Class PO Certificates in respect of
Component 1-PO, and the Class PO Certificates in respect of Component
2-PO, respectively; 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
Principal Only 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) a
Class of Group 1 Certificates to the extent that such allocation would result in
the reduction of the aggregate Current Principal Amounts of all the Group 1
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 1
Mortgage Loans as of the first day of the month of such Distribution Date (such
limitation, the "Group 1 Loss Allocation Limitation") and (B) a Class of Group 2
Certificates to the extent that such allocation would result in the reduction of
the aggregate Current Principal Amounts of all the 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 the Group 2 Mortgage Loans as of the
first day of the month of such Distribution Date (such limitation, the "Group 2
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 Class 1-P
Certificates, Component 1-PO and Component 2-PO on any Distribution Date through
the related Cross-Over Date will be taken into account in determining
distributions in respect of the Class 1-P Deferred Amount, Component 1-PO
Deferred Amount and Component 2-PO Deferred Amount, respectively, for such
Distribution Date.
(e) On each Distribution Date, the Trustee shall determine the Group 1
Subordinate Certificate Writedown Amount and the Group 2 Subordinate Certificate
Writedown Amount, if any. Any such Group 1 Subordinate Certificate Writedown
Amount or Group 2 Subordinate Certificate Writedown Amount shall effect a
corresponding reduction in the Current Principal Amount of (i) if prior to the
Group 1 Cross-Over Date or Group 2 Cross-Over Date, as applicable, the Current
Principal Amounts of the Group 1 Subordinate Certificates and the Group 2
Subordinate Certificates, respectively, in the reverse order of their numerical
Class designations and (ii) from and after the Group 1 Cross-Over Date or Group
2 Cross-Over Date, as applicable, the Group 1 Senior Certificates and the Group
2 Senior Certificates, respectively, 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 Cross-Over
Date and Group 2 Cross-Over Date, as applicable, the Trustee shall determine the
Class 1-P Deferred Payment Writedown Amount and the Component PO Deferred
Payment Writedown Amount with respect to each of Component 1-PO and Component
2-PO, if any. Any such Class 1-P Deferred Payment Writedown Amount or Component
PO Deferred Payment Writedown Amount with respect to Component 1-PO or Component
2-PO, shall effect a corresponding reduction in the Current Principal Amount of
the Group 1 Subordinate Certificates in the case of the Class 1-P Deferred
Payment Writedown Amount and Component PO Deferred Payment Writedown Amount with
respect to Component 1-PO or Group 2 Subordinate Certificates or in the case of
Component PO Deferred Payment Writedown Amount with respect to Component 2-PO,
in each case in the reverse order of their numerical Class designations.
(g) The interest portion of any Realized Losses on Group 1 Mortgage
Loans and Group 2 Mortgage Loans occurring on or prior to the Group 1 Cross-Over
Date (with respect to Group 1 Mortgage Loans) or the Group 2 Cross-Over Date
(with respect to Group 2 Mortgage Loans), will not be allocated among any
Certificates, but will reduce the amount of Group 1 Available Funds and Group 2
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
Subordinate Certificates (with respect to Group 1 Mortgage Loans) and Group 2
Subordinate Certificates (with respect to Group 2 Mortgage Loans), respectively,
in inverse order of their numerical Class designations.
Section 6.04. [Reserved]
Section 6.05. PAYMENTS. (a) [Reserved].
(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 Trustee 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. All of the Trustee's calculations of
payments shall be based solely on information provided to the Trustee by the
Master Servicers. The Trustee shall not be required to confirm or verify any
such information provided to the Trustee by a Master Servicer and shall be
entitled conclusively to rely on such information.
(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 Trustee shall prepare and forward
by first-class mail to each Certificateholder, with a copy to the Seller, each
Master Servicer 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 each Class of Residual
Certificates, its initial Current Principal Amount:
(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 (other than
the Class 1-A-2 Certificates);
(v) the amount of the distribution allocable to interest on
each Class of interest-bearing Certificates and the Class 1-A-2 Accrual
Amount added to the Current Principal Amount of the Class 1-A-2
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 a 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.
The information set forth above shall be calculated, or reported, as
the case may be, by the Trustee based on data provided by each Master Servicer
pursuant to Section 6.07 upon which the Trustee may conclusively rely and which
the Trustee shall not be required to confirm or verify. The information
furnished by the Master Servicers 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 each Master Servicer determines and advises the Trustee
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.
Each Master Servicer shall supply to the Trustee in a timely manner
the information required for the reports described above.
Section 6.07. REPORTS TO THE TRUSTEE AND EACH MASTER SERVICER. (a) Not
later than 15 days after each Distribution Date, the Trustee shall forward to
each Master Servicer a statement setting forth the status of the Certificate
Account and each subaccount thereof as of the close of business on the last day
of the month of the Distribution Date and showing, for the month covered by such
statement, deposits in or withdrawals from the Certificate Account.
(b) On or before the seventh Business Day of each month, each Master
Servicer (other than NBMC so long as NationsBanc Mortgage Corporation itself or
an affiliate is the NBMC Master Servicer) shall provide to the Trustee, with
respect to the related Mortgage Loans and the related REO Property, an
electronic data file containing the information included in Exhibit K.
(c) On or before 12:00pm on the Business Day following each
Determination Date, each Master Servicer shall provide to the Trustee (and with
respect to the information contained in subclause (xiv) hereof, the Seller),
with respect to the related Mortgage Loans in each Mortgage Loan Group and the
related REO Property, respectively, a Loan Summary and Remittance Report in such
electronic format as the Trustee may reasonably request and in such hardcopy
format as each Master Servicer and the Trustee shall agree which, if there are
Sub-Servicers, shall be based upon reports from Sub-Servicers, if any, received
by a Master Servicer on or before the seventh Business Day of such month with
respect to the related Mortgage Loans and related REO Property in each Mortgage
Loan Group and containing the following information (in respect of the REO
Property, only such information which is applicable) (provided that the
information marked with an "*" below may be provided by a Master Servicer solely
in a hardcopy format) and notwithstanding the foregoing, NBMC shall provide only
the information included in Exhibit L:
*(i) Aggregate deposits to and withdrawals from each
subaccount of the Certificate Account since the date of the prior
statement, stated separately for each category of deposit specified in
Section 4.02 and each category of withdrawal specified in Section 4.03,
indicating separately the aggregate of amounts withdrawn which are not
applicable to a particular Mortgage Loan in each Mortgage Loan Group;
(ii) Amount of each Group Available Funds expected for the
related Distribution Date and attributable to each of the following
categories:
(A) regularly scheduled principal;
(B) Principal Prepayments (stated separately for (u)
partial prepayments, (v) full prepayments, (w)
Net Liquidation Proceeds, stating Liquidation
Proceeds and Liquidation Expenses separately),
*(x) Insurance Proceeds, *(y) the purchase price
in connection with the purchase of a Mortgage
Loan, and *(z) any cash deposit in connection
with the substitution of a related Mortgage Loan;
(C) Regularly scheduled interest on the related
Mortgage Loans;
*(D) Monthly Advances made by such Master Servicer;
*(E) Certificate Account Advances;
(F) Compensating Interest Payments; and
*(G) reimbursements in connection with losses on
Permitted Investments.
(iii) Aggregate Outstanding Principal Balances of the related
Mortgage Loans in each Mortgage Loan Group as of the related Due Date,
without giving effect to payments due on such date;
(iv) Realized Losses with respect to each Mortgage Loan
Group for the prior month;
(v) [intentionally omitted];
(vi) [intentionally omitted];
(vii) Aggregate Scheduled Principal Balance of the related
Mortgage Loans in each Mortgage Loan Group as of the related Due Date;
*(viii) Book value of any collateral acquired by means of
foreclosure, grant of deed in lieu of foreclosure or otherwise in
respect of any related Mortgage Loan in each Mortgage Loan Group;
(ix) Number and aggregate principal balance of related
Mortgage Loans in each Mortgage Loan Group which are 30, 60, 90 and 120
days delinquent as calculated by such Master Servicer, those which are
in foreclosure, those with respect to which the related Mortgagor is
bankrupt, and those which are REO Property;
(x) Interest Shortfall with respect to the related
Distribution Date and portion thereof resulting from Voluntary
Principal Prepayments in full or the provisions of the Relief Act;
(xi) [intentionally omitted]
*(xii) Amount, if any, by which the aggregate of payments of
scheduled principal and interest on the related Mortgage Loans in each
Mortgage Loan Group that were due on the related Due Date and
delinquent, other than as a result of the Relief Act, as of the 18th
day of such month exceeds the sum of the Monthly Advances to be made by
such Master Servicer and Certificate Account Advances for such
Distribution Date;
*(xiii) Applicable aggregate Master Servicing Fee for
the related Due Period; and
(xiv) Such other information regarding each related Mortgage
Loan in each Mortgage Loan Group, including, but not limited to, an
updated schedule of the Scheduled Principal Balances of such Mortgage
Loans as of the related Due Date, in such electronic format, as may be
reasonably requested by the Trustee and, if requested, in such hardcopy
format as such Master Servicer and the Trustee shall agree.
Section 6.08. MONTHLY ADVANCES. If the Scheduled Payment (together
with any advances from any Sub-Servicers) on a CMC Mortgage Loan or an NBMC
Mortgage Loan that was due on a related Due Date and is delinquent other than as
a result of application of the Relief Act exceeds the amount deposited in the
Certificate Account which will be used for a Certificate Account Advance with
respect to such Mortgage Loan, CMC (with respect to a CMC Mortgage Loan) or NBMC
(with respect to an NBMC Mortgage Loan) will deposit in the appropriate
subaccount of the Certificate Account not later than the Advancing Date
immediately preceding the related Distribution Date an amount equal to such
deficiency, net of the related Master Servicing Fee for such Mortgage Loan
except to the extent such Master 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. Subject to the
foregoing, such Master Servicer shall continue to make such advances through the
date that the related Mortgaged Property has, in the judgment of such Master
Servicer, been completely liquidated. Any amount used as a Certificate Account
Advance shall be replaced by the applicable Master Servicer by deposit in the
appropriate subaccount of the Certificate Account on or before any future date
on which and to the extent that funds in the appropriate subaccount of the
Certificate Account on such date are less than the amount required to be
transferred by such Master Servicer to such subaccount of the Certificate
Account. If applicable, on the fifth Business Day preceding each Distribution
Date, each Master Servicer shall present an Officer's Certificate to the Trustee
(i) stating that such 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 Master Servicer
shall deposit in the Certificate Account not later than the Advancing 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 serviced by such Master Servicer for the related Distribution
Date and (ii) the applicable Master Servicing Fee for such Distribution Date
(except that any Master Servicing Fee of CMC that is based on a CMC Master
Servicing Fee Rate in excess of 0.20% shall not be considered in calculating the
amount of any Compensating Interest Payment due from CMC and any Master
Servicing Fee of NBMC that is based on an NBMC Master Servicing Fee Rate in
excess of 0.25% shall not be considered in calculating the amount of any
Compensating Interest Payment due from NBMC) (such amount, the "Compensating
Interest Payment"). A Master Servicer shall not be entitled to any reimbursement
of any Compensating Interest Payment.
Section 6.10. REPORTS OF FORECLOSURES AND ABANDONMENT OF MORTGAGED
PROPERTY. Each year each Master Servicer shall 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 and shall provide a copy of
such report to the Trustee.
ARTICLE VII
The Master Servicers
Section 7.01. LIABILITIES OF THE MASTER SERVICERS. Each Master
Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by it herein. Only the CMC
Master Servicer or the NBMC Master Servicer, as the case may be, shall be liable
with respect to the servicing of the CMC Mortgage Loans or the NBMC Mortgage
Loans, respectively, and any related REO Property for actions taken by any such
person in contravention of such Master Servicer's duties hereunder.
Section 7.02. MERGER OR CONSOLIDATION OF THE MASTER SERVICERS. (a)
Each Master Servicer will keep in full force and effect its existence, rights
and franchises as a corporation under the laws of the state of its
incorporation, and will obtain and preserve its qualification to do business as
a foreign corporation in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its duties under
this Agreement.
(b) Any Person into which either Master Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which either Master Servicer shall be a party, or any Person succeeding to the
business of either Master Servicer, shall be the successor of such 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. (a) Each Master Servicer
agrees to the extent described in Section 7.03(b) to indemnify the Indemnified
Persons for, and to hold them harmless against, any loss, liability or expense
(including costs of defense and reasonable legal fees) incurred on their part,
arising out of, or in connection with such Master Servicer's willful
misfeasance, bad faith or gross negligence in the performance of its duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder, provided that with respect to any such claim, the Trustee shall have
given each Master Servicer and the Seller written notice thereof promptly after
the Trustee shall have with respect to such claim knowledge thereof.
(b) Only the CMC Master Servicer will indemnify any Indemnified Person
for any loss, liability or expense which primarily relates to the servicing or
administration of the CMC Mortgage Loans. Only the NBMC Master Servicer will
indemnify any Indemnified Person for any loss, liability for expense which
primarily relates to the servicing or administration of the NBMC Mortgage Loans.
The Seller will indemnify any Indemnified Person for any other loss, liability
or expense of any Indemnified Person not otherwise referred to in this
paragraph.
Section 7.04. LIMITATION ON LIABILITY OF THE MASTER SERVICERS AND
OTHERS. Subject to the obligation of each Master Servicer to indemnify the
Indemnified Persons pursuant to Section 7.03:
(a) Neither the Master Servicers nor any of the directors, officers,
employees or agents of either Master Servicer 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 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 gross negligence in the performance of duties or by reason of
reckless disregard of obligations and duties hereunder.
(b) Each Master Servicer and any director, officer, employee or agent
of either 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) Each Master Servicer and any director, officer, employee or agent
of either Master 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 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
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder.
(d) Neither Master 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, each Master 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 each Master Servicer shall be entitled to be reimbursed therefor out of the
Certificate Account as provided by Subsection 4.03(a). Any such indemnification
or reimbursement to the Master 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 either Master Servicer's obligation to take such actions as
are necessary to ensure 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 Servicers 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 SERVICERS NOT TO RESIGN. Except as provided in
Section 7.07, neither Master Servicer shall 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 either Master Servicer shall be evidenced by an Opinion of
Independent Counsel to such effect delivered to the Trustee. No such resignation
by either Master Servicer shall become effective until the Trustee or a
successor to such Master Servicer reasonably satisfactory to the Trustee shall
have assumed the responsibilities and obligations of such Master Servicer in
accordance with Section 8.02 hereof. The Trustee shall notify the Rating
Agencies of the resignation of a Master Servicer.
Section 7.06. SUCCESSOR MASTER SERVICERS. In connection with the
appointment of any successor Master Servicer or the assumption of the duties of
a Master Servicer, the Trustee may make such arrangements for the compensation
of such successor master servicer out of payments on related Mortgage Loans as
the Trustee and such successor master servicer shall agree; PROVIDED, HOWEVER,
that any Person assuming the duties of the NBMC Master Servicer as successor
master servicer to NBMC shall pay to NBMC an amount equal to the market value of
the portion of the NBMC Master Servicing Fee that will acrue in the future due
to the rate of the NBMC Master Servicing Fee Rate exceeding 0.25% per annum with
respect to any NBMC Mortgage Loan. The "market value" of such portion of the
NBMC Master Servicing Fee shall be determined by NBMC on the basis of at least
two quotations from third parties actively engaged in the servicing of
single-family mortgage loans. If the successor master servicer does not agree
that such market value is a fair price, such successor master servicer shall
obtain two quotations of market value from third parties actively engaged in the
servicing of single-family mortgage loans. The market value of the excess
portion of the NBMC Master Servicing Fee will then be equal to the average of
(i) the lowest figure obtained by NBMC and (ii) the highest figure obtained by
the successor master servicer. Payment of the amount calculated above shall be
made to NBMC by the successor master servicer no later than the last Business
Day of the month in which such successor master servicer becomes entitled to
receive the NBMC Master Servicing Fee under this Agreement. In no event will any
portion of the Trust Fund be used to pay amounts due to NBMC under this Section
7.06.
Section 7.07. SALE AND ASSIGNMENT OF MASTER SERVICING. Each 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
▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ 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
either 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 each Master
Servicer and the Trustee; and (iii) such 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 either Master Servicer arising prior
to the effective date thereof.
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) and
only with respect to the defaulting Master Servicer:
(i) A 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) A 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 such Master Servicer by
the Trustee or to such 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 a 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 either 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) A 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 such Master Servicer or substantially all of its
property; or a 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) A 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 a
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 such 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 such Master Servicer under this Agreement and in and to the
Mortgage Loans and/or the REO Property serviced by such Master Servicer and the
proceeds thereof. Upon the receipt by such Master Servicer of the written
notice, all authority and power of such 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 such 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. Each Master Servicer
agrees to cooperate with the Trustee in effecting the termination of such 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 such Master Servicer reasonably
requested by the Trustee to enable it to assume such Master Servicer's duties
thereunder; and (iii) the rights and obligations of the CMC Master Servicer
under any Sub-Servicing Agreements with respect to the CMC Mortgage Loans and
the rights and obligations of the NBMC Master Servicer under any Sub-Servicing
Agreements with respect to the NBMC 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 such Master Servicer under this
Agreement, such 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 a Master Servicer shall not affect any obligations incurred by
such Master Servicer prior to such termination.
Section 8.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. (a) Upon the
receipt by either 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 such 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 such 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 such 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
such Master Servicer at or prior to the time of receipt by such Master Servicer
of such notice or by the Trustee of such Opinion of Independent Counsel,
including any liabilities associated with either Master Servicer's failure to
modify its computer and any other systems in a manner such that such Master
Servicer can service the related Mortgage Loans in accordance with the terms of
this Agreement on and after January 1, 2000. As compensation therefor, but
subject to Section 7.06, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which such Master Servicer would have been entitled to retain
if such Master Servicer had continued to act hereunder, except for those amounts
due such 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 ▇▇▇▇▇▇ Mae-or
▇▇▇▇▇▇▇ Mac-approved servicer, and with respect to a successor to such 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 such Master Servicer hereunder.
Pending appointment of a successor to either 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 the provisions of Section
7.06 shall apply, 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 either 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 such 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 a 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 either 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 related Master
Servicer 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.
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, but only with respect to the defaulting Master
Servicer.
(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 a
Master Servicer hereunder.
(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 a 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, a 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 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 or paying agent functions under this
Agreement without the express written consent of each Master Servicer,
which consent will not be unreasonably withheld. 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 each 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 related 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. 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. (a) The Trustee will be
paid the Trustee's Fees each calendar month from the Certificate Account,
pursuant to Subsection 4.03(b). The Trust Fund will be liable for the Trustee's
expenses, including all reasonable out-of-pocket expenses, disbursements and
advances incurred or made by the Trustee in the administration of the trusts
hereunder as set forth in a fee letter sent by the Trustee to the Seller
(including the reasonable compensation, expenses and disbursements of its
counsel) except any such expense, disbursement or advance as may arise from its
negligence or intentional misconduct or which is the responsibility of the
Certificateholders or the Master Servicers hereunder, and to the extent that the
funds in the Certificate Account are not sufficient to pay the Trustee's Fees.
Such compensation and reimbursement obligation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust.
(b) To the extent not otherwise indemnified against by the Master
Servicer hereunder, the Trust shall indemnify the Indemnified Persons for, and
will hold them harmless against, any loss, liability or expense incurred on
their part, arising out of, or in connection with, this Agreement and the
Certificates, 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. This indemnity shall survive the
resignation or removal of the Trustee and the termination of this Agreement.
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 either 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 each 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 each Master Servicer, with a copy to the Rating
Agencies. Upon receiving such notice of resignation, the Master Servicers 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 Servicers 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 Servicers 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
each of the Master Servicers, 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 each
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
Servicers 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. Each Master Servicer
shall pay its Applicable Percentage of 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
Servicers 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 Servicers 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 Servicers and the Trustee may consider necessary or desirable.
(b) If a 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 a Master Servicer shall have occurred and be
continuing, the Trustee shall have the power to make such appointment without
such 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 a 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 Servicers 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 SERVICERS SHALL PROVIDE INFORMATION AS REASONABLY
REQUIRED. The Master Servicers 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 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 the Series REMICs shall be a calendar year and the Trustee shall
maintain or cause the maintenance of the books of each of the Series REMICs on
the accrual method of accounting.
(b) The Trustee shall prepare and 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 of the Series REMICs
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 Trustee 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 of the Series REMICs (the "REMIC Reporting Agent") as
required by IRS Form 8811. The Trustee shall make the elections to treat each of
the Series REMICs 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. 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, or calculations
provided by, the Seller or either 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, and the
Holder of the Class R-3 Certificate is hereby designated as "Tax Matters Person"
for REMIC III. The Trustee 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 Trustee as agent and attorney-in-fact for the
purpose of acting as Tax Matters Person for each of the Series REMICs during
such time as the Trustee 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 Trustee from
acting as Tax Matters Person (as an agent or otherwise), the Trustee shall take
whatever action that in its sole 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 Trustee shall provide upon request such information (which
shall be provided by the Master Servicers) 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 Trustee shall prepare and file or cause to be filed any state income tax
returns required under Applicable State Law with respect to each of the Series
REMICs or the Trust Fund.
ARTICLE X
Termination
▇▇▇▇▇▇▇ ▇▇.▇▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 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 Servicers
and the Trustee created hereby, other than the obligation of the Trustee or the
Master Servicers to make payments to Certificateholders as hereinafter set forth
and to the Trustee, shall terminate:
(i) with respect to a Mortgage Loan Group, upon the repurchase
by or at the direction of the Seller or its designee 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 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to
the Court of St. ▇▇▇▇▇, living on the date of this Agreement.
(c) [Reserved.]
(d) The right of the Seller or its designee to repurchase all Mortgage
Loans in a Mortgage Loan Group pursuant to Subsection 10.01(a)(i) above shall be
exercisable only if (i) the aggregate Scheduled 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 allocable to such
Mortgage Loan Group, or (ii) 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, the Seller may elect to terminate the
related REMIC at any time, and upon such election, the Seller or its designee
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 applicable
Certificateholders, with a copy to the Rating Agencies, upon which such
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 such Certificates will be
made upon presentation and surrender of such 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 such
Certificates at the office of the Trustee therein specified.
(g) If the option of the Seller 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 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 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 release promptly to the Seller and/or its designee, as the case
may be, the Mortgage Files for the remaining applicable Mortgage Loans, and the
Accounts with respect thereto 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 Master Servicer shall deliver to the Trustee for deposit in the appropriate
sub-account of the Certificate Account all distributable amounts remaining in
the Protected Account, and shall cause any Sub-Servicers to, 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 each Master Servicer certifying that such deposit has
been made, and following such final Distribution Date, the Trustee shall release
promptly to the Seller or its designee 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(ii).
(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 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 Series REMIC 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 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 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 REMIC.
(c) At such time as each of REMIC I and REMIC II are terminated either
by a complete liquidation or upon final distribution of all of the assets of
REMIC I and REMIC II, respectively, is made, REMIC III shall also terminate.
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 Servicers, 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 Servicers, 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, a 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.
(f) Notwithstanding any provision of this Agreement to the contrary,
this Agreement may not be amended, modified or waived in any manner than would
be adverse to any interest of a Master Servicer, without such Master Servicer's
prior written consent.
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
Servicers shall effect such recordation, at their expense 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 Servicers 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 Servicers 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, a Master Servicer 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 Servicers 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, Structured Assets Mortgage
Investments Inc, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Vice
President-Servicing (but with respect to monthly reports sent pursuant to
Section 6.07(c), Attention: ▇▇▇▇ ▇▇▇), or to such other address as may hereafter
be furnished to the other parties hereto in writing; (ii) in the case of CMC,
Cendant Mortgage Corporation, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇ ▇▇▇▇▇▇, or such other address as may hereafter be furnished to
the other parties in writing; (iii) in the case of NBMC, NationsBanc Mortgage
Corporation, ▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
Treasurer, with a copy to the attention of the General Counsel, or such other
address as may hereafter furnished to the other parties in writing, (iv) in the
case of the Trustee, at its Corporate Trust Office, with a copy to Norwest Bank
Minnesota, National Association, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ref: SAMI 1998-9, or such other address as may hereafter be furnished to
the other parties hereto in writing; or (v) in the case of the Rating Agencies,
(x) Duff & ▇▇▇▇▇▇ Credit Rating Co., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: RMBS Monitoring Group, and (y) Standard & Poor's, a Division of The
▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Attention:
Residential Mortgage Surveillance. Any notice delivered to the Seller, a 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 either 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 Certificate Account.
In addition, in accordance with Section 6.06 and Section 3.16, the
Trustee and the Master Servicers, 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.
IN WITNESS WHEREOF, the Seller, CMC, NBMC 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/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Trustee
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
CENDANT MORTGAGE CORPORATION, as a
Master Servicer
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
NATIONSBANC MORTGAGE CORPORATION, as a
Master Servicer
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
Accepted and Agreed as to
Sections 2.02, 2.03A and 2.04
BEAR ▇▇▇▇▇▇▇ MORTGAGE CAPITAL
CORPORATION
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of October, 1998 before me, a notary public in and for
said State, personally appeared ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, 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/ ▇▇▇▇▇ ▇▇▇▇
-------------------------
Notary Public
No. 02KA5046954
Commission Expires: 07/24/1999
[Notarial Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of October, 1998 before me, a notary public in and for
said State, personally appeared ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, known to me to be a Vice
President of Bear ▇▇▇▇▇▇▇ 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/ ▇▇▇▇▇ ▇▇▇▇
------------------------
Notary Public
No. 02KA5046954
Commission Expires: 07/24/1999
[Notarial Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of October, 1998 before me, a notary public in and for
said State, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, known to me to be an
Assistant 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------
Notary Public
No. 01MO5025703
Commission Expires: April 4, 2000
[Notarial Seal]
STATE OF NEW JERSEY )
) ss.:
COUNTY OF BURLINGTON )
On the 30th day of October, 1998 before me, a notary public in and for
said State, personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, known to me to be a Vice
President of Cendant Mortgage 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/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Notary Public
Commission Expires: October 17, 2000
[Notarial Seal]
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURY )
On the 30th day of October, 1998 before me, a notary public in and for
said State, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, known to me to be a Senior Vice
President of NationsBanc Mortgage 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/ ▇.▇. ▇▇▇▇▇▇▇▇
-----------------------------
Notary Public
Commission Expires: February 20, 2002
[Notarial Seal]
EXHIBIT A-1
FORM OF FACE OF CERTIFICATES
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION AND
NATIONSBANC MORTGAGE CORPORATION 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. 1-P-1 SERIES 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H DQ 9
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : 1-P
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER :CENDANT MORTGAGE
CORPORATION ("DENOMINATION"):
$78,275
NATIONSBANC MORTGAGE
CORPORATION
PASS-THROUGH RATE :N/A APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$78,275
THIS CERTIFIES THAT CENDANT MORTGAGE CORPORATION 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 two Mortgage Loan Groups (each a "Mortgage Loan
Group"), each of which consists of separate Sub-Groups, 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"). Cendant Mortgage Corporation ("CMC") and NationsBanc
Mortgage Corporation ("NBMC") will act as master servicers 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, CMC, as a master servicer, NBMC, as
a master servicer, and Norwest Bank Minnesota, National Association, 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 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By________________________ By____________________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association, not
in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION,
NATIONSBANC MORTGAGE CORPORATION 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 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H DR 7
CUT-OFF DATE :OCTOBER 1, 1998 CLASS :1-A-1
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICERS :CENDANT MORTGAGE CORPORATION ("DENOMINATION"):
$167,900,000
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.250% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$167,900,000
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
two Mortgage Loan Groups (each a "Mortgage Loan Group"), each of which consists
of separate Sub-Groups, each of which constitutes a separate sub-trust,
generally consisting of conventional, fixed rate mortgages secured by first
liens on one- to two-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"). Cendant
Mortgage Corporation ("CMC") and NationsBanc Mortgage Corporation ("NBMC") will
act as master servicers of the Mortgage Loans (the "Master Servicers," 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, CMC, as a master servicer, NBMC as a master servicer, and Norwest Bank
Minnesota, National Association, 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By__________________________ By_________________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association, not
in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION
NATIONSBANC MORTGAGE CORPORATION 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 AND INCREASED BY INTEREST ACCRUED BUT NOT PAID
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 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H DS 5
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : 1-A-2
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICERS :CENDANT MORTGAGE CORPORATION ("DENOMINATION"):
$4,916,350
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.250% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$4,916,350
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
two Mortgage Loan Groups (each a "Mortgage Loan Group"), each of which consists
of separate Sub-Groups, each of which constitutes a separate sub-trust,
generally consisting of conventional, fixed rate mortgages secured by first
liens on one- to two-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"). Cendant
Mortgage Corporation ("CMC") and Nationsbanc Mortgage Corporation ("NBMC") will
act as master servicers of the Mortgage Loans (the "Master Servicers," 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, CMC, as a master servicer, NBMC, as a master servicer, and Norwest Bank
Minnesota, National Association., 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 but will not be paid hereon. The Current Principal Amount of this
certificate will be increased by the amount of such accrued but unpaid interest.
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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By_________________________ By____________________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION
NATIONSBANC MORTGAGE CORPORATION 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 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H DT 3
CUT-OFF DATE :OCTOBER 1, 1998 CLASS :1-A-3
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICERS :CENDANT MORTGAGE CORPORATION ("DENOMINATION"):
$19,878,450
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.250% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$19,878,450
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
two Mortgage Loan Groups (each a "Mortgage Loan Group"), each of which consists
of separate Sub-Groups, each of which constitutes a separate sub-trust,
generally consisting of conventional, fixed rate mortgages secured by first
liens on one- to two-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"). Cendant
Mortgage Corporation ("CMC") and Nationsbanc Mortgage Corporation ("NBMC") will
act as master servicers of the Mortgage Loans (the "Master Servicers," 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, CMC, as a master servicer, NBMC, as a master servicer, and Norwest Bank
Minnesota National Association., 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By_________________________ By____________________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION AND
NATIONSBANC MORTGAGE CORPORATION 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 NON-DISCOUNT MORTGAGE LOANS IN SUB-GROUP 1A 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 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H DU 0
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : 1-X
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL NOTIONAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER :CENDANT MORTGAGE CORPORATION ("DENOMINATION"):
$87,293,616
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :VARIABLE APPROXIMATE ORIGINAL CLASS
NOTIONAL AMOUNT :
$87,293,616
THIS CERTIFIES THAT CENDANT MORTGAGE CORPORATION 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 two Mortgage Loan Groups (each a "Mortgage Loan
Group"), each of which consists of separate Sub-Groups, each of which
constitutes a separate sub-trust, generally consisting of conventional, fixed
rate mortgages secured by first liens on one- to two-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"). Cendant Mortgage Corporation ("CMC") and NationsBanc
Mortgage Corporation ("NBMC") will act as master servicers 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, CMC, as a master servicer, NBMC, as
a master servicer, and Norwest Bank Minnesota, National Association, 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
Scheduled Principal Balance of the Non-Discount Sub-Group 1A Mortgage Loans and
will bear interest thereon at a variable Pass-Through Rate equal to the weighted
average of the excess (a) the Net Rates on each such Sub-Group 1A Mortgage Loan
over (b) 6.25% 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By___________________________ By_______________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION,
NATIONSBANC MORTGAGE CORPORATION 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-B-1-1 SERIES 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H DV 8
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : 1-B-1
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER :CENDANT MORTGAGE CORPORATION ("DENOMINATION"):
$3,379,300
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.250% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$3,379,300
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
two Mortgage Loan Groups (each a "Mortgage Loan Group"), each of which consists
of separate Sub-Groups, each of which constitutes a separate sub-trust,
generally consisting of conventional, fixed rate mortgages secured by first
liens on one- to two-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"). Cendant
Mortgage Corporation ("CMC") and NationsBanc Mortgage Corporations ("NBMC") will
act as master servicers of the Mortgage Loans (the "Master Servicers," 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, CMC, as a master servicer, NBMC, as a master servicer, and Norwest Bank
Minnesota, National Association, 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By_________________________ By______________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION 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-B-2-1 SERIES 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H DW 6
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : 1-B-2
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER :CENDANT MORTGAGE CORPORATION, ("DENOMINATION"):
$994,000
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.250% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$994,000
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
two Mortgage Loan Groups (each a "Mortgage Loan Group"), each of which consists
of separate Sub-Groups, each of which constitutes a separate sub-trust,
generally consisting of conventional, fixed rate mortgages secured by first
liens on one- to two-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"). Cendant
Mortgage Corporation ("CMC") and NationsBanc Mortgage Corporations ("NBMC") will
act as master servicers of the Mortgage Loans (the "Master Servicers," 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, CMC, as a master servicer, NBMC, as a master servicer, and Norwest Bank
Minnesota, National Association., 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By________________________ By___________________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION,
NATIONSBANC MORTGAGE CORPORATION 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-B-3-1 SERIES 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H DX 4
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : 1-B-3
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICERS :CENDANT MORTGAGE CORPORATION ("DENOMINATION") :
$496,900
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.250% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$496,900
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
two Mortgage Loan Groups (each a "Mortgage Loan Group"), each of which consists
of separate Sub-Groups, each of which constitutes a separate sub-trust,
generally consisting of conventional, fixed rate mortgages secured by first
liens on one- to two-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"). Cendant
Mortgage Corporation ("CMC") and NationsBanc Mortgage Corporations ("NBMC") will
act as master servicers of the Mortgage Loans (the "Master Servicers," 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, CMC, as a master servicer, NBMC, as a master servicer, and Norwest Bank
Minnesota, National Association., 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By___________________________ By________________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION,
NATIONSBANC MORTGAGE CORPORATION 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 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H DY 2
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : 2-A-1
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2013 OF THIS CERTIFICATE
MASTER SERVICERS :CENDANT MORTGAGE CORPORATION ("DENOMINATION"):
$21,000,000
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.125% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$21,000,000
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
two Mortgage Loan Groups (each a "Mortgage Loan Group"), each of which consists
of separate Sub-Groups, each of which constitutes a separate sub-trust,
generally consisting of conventional, fixed rate mortgages secured by first
liens on one- to two-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"). Cendant
Mortgage Corporation ("CMC") and Nationsbanc Mortgage Corporation ("NBMC") will
act as master servicers of the Mortgage Loans (the "Master Servicers," 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, CMC, as a master servicer, NBMC, as a master servicer, and Norwest Bank
Minnesota, National Association., 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By__________________________ By _________________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION,
NATIONSBANC MORTGAGE CORPORATION 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 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H DZ 9
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : 2-A-2
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2013 OF THIS CERTIFICATE
MASTER SERVICERS :CENDANT MORTGAGE CORPORATION ("DENOMINATION"):
$275,493,200
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.125% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$275,493,200
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
two Mortgage Loan Groups (each a "Mortgage Loan Group"), each of which consists
of separate Sub-Groups, each of which constitutes a separate sub-trust,
generally consisting of conventional, fixed rate mortgages secured by first
liens on one- to two-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"). Cendant
Mortgage Corporation ("CMC") and NationsBanc Mortgage Corporation ("NBMC") will
act as master servicers of the Mortgage Loans (the "Master Servicers," 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, CMC, as a master servicer, NBMC, as a master servicer, and Norwest Bank
Minnesota, National Association., 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By__________________________ By ________________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION
NATIONSBANC MORTGAGE CORPORATIONOR 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 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H EA 3
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : 2-A-3
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2013 OF THIS CERTIFICATE
MASTER SERVICER :CENDANT MORTGAGE CORPORATION ("DENOMINATION") :
$1,105,000
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.125% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$1,105,000
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
two Mortgage Loan Groups (each a "Mortgage Loan Group"), each of which consists
of separate Sub-Groups, each of which constitutes a separate sub-trust,
generally consisting of conventional, fixed rate mortgages secured by first
liens on one- to two-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"). Cendant
Mortgage Corporation ("CMC") and NationsBanc Mortgage Corporation ("NBMC") will
act as master servicers of the Mortgage Loans (the "Master Servicers," 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, CMC, as a master servicer and NBMC, as a master servicer, and Norwest
Bank Minnesota, National Association., 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By_______________________ By__________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION,
NATIONSBANC MORTGAGE CORPORATION 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-B-1-1 SERIES 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H EB 1
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : 2-B-1
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2013 OF THIS CERTIFICATE
MASTER SERVICER :CENDANT MORTGAGE CORPORATION ("DENOMINATION") :
$3,049,800
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.125% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$3,049,800
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
two Mortgage Loan Groups (each a "Mortgage Loan Group"), each of which consists
of separate Sub-Groups, each of which constitutes a separate sub-trust,
generally consisting of conventional, fixed rate mortgages secured by first
liens on one- to two-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"). Cendant
Mortgage Corporation ("CMC") and NationsBanc Mortgage Corporation ("NBMC") will
act as master servicers of the Mortgage Loans (the "Master Servicers," 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, CMC, as a master servicer, NBMC, as a master servicer, and Norwest Bank
Minnesota, National Association., 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By_________________________ By ________________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION,
NATIONSBANC MORTGAGE CORPORATION 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-B-2-1 SERIES 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H EC 9
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : 2-B-2
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2013 OF THIS CERTIFICATE
MASTER SERVICERS :CENDANT MORTGAGE CORPORATION ("DENOMINATION"):
$1,524,900
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.125% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$1,524,900
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
two Mortgage Loan Groups (each a "Mortgage Loan Group"), each of which consists
of separate Sub-Groups, each of which constitutes a separate sub-trust,
generally consisting of conventional, fixed rate mortgages secured by first
liens on one- to two-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"). Cendant
Mortgage Corporation ("CMC") and NationsBanc Mortgage Corporation ("NBMC") will
act as master servicers of the Mortgage Loans (the "Master Servicers," 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, CMC, as a master servicer, NBMC, as a master servicer, and Norwest Bank
Minnesota, National Association., 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By________________________ By____________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION,
NATIONSBANC MORTGAGE CORPORATION 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-B-3-1 SERIES 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H ED 7
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : 2-B-3
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2013 OF THIS CERTIFICATE
MASTER SERVICER :CENDANT MORTGAGE CORPORATION ("DENOMINATION"):
$762,500
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.125% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$762,500
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
two Mortgage Loan Groups (each a "Mortgage Loan Group"), each of which consists
of separate Sub-Groups, each of which constitutes a separate sub-trust,
generally consisting of conventional, fixed rate mortgages secured by first
liens on one- to two-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"). Cendant
Mortgage Corporation ("CMC") and NationsBanc Mortgage Corporation ("NBMC") will
act as master servicers of the Mortgage Loans (the "Master Servicers," 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, CMC, as a master servicer, NBMC, as a master servicer, and Norwest Bank
Minnesota, National Association., 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By_________________________ By__________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION AND
NATIONSBANC MORTGAGE CORPORATION 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 NON-DISCOUNT MORTGAGE LOANS IN SUB-GROUPS 1B AND 2C 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. X-1 SERIES 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H EE 5
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : X
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL NOTIONAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER :CENDANT MORTGAGE CORPORATION ("DENOMINATION") :
$108,831,876
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :VARIABLE APPROXIMATE ORIGINAL CLASS
NOTIONAL AMOUNT :
$108,831,876
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
two Mortgage Loan Groups (each a "Mortgage Loan Group"), each of which consists
of separate Sub-Groups, each of which constitutes a separate sub-trust,
generally consisting of conventional, fixed rate mortgages secured by first
liens on one- to two-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"). Cendant
Mortgage Corporation ("CMC") and NationsBanc Mortgage Corporation ("NBMC") will
act as master servicers 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, CMC, as a master servicer, NBMC, as a master servicer, and Norwest Bank
Minnesota, National Association, 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
sum of the Scheduled Principal Balance of the Non-Discount Sub-Group 1B Mortgage
Loans and the Scheduled Principal Balance of the Non-Discount Sub-Group 2C
Mortgage Loans and will bear interest thereon at a variable Pass-Through Rate
equal to the weighted average of the pass-through rates borne by Component 1B-X
and Component 2C-X, weighted based upon the respective Notional Amounts of such
Components. Component 1B-X will bear interest on its Notional Amount (initially
$104,804,339) at a rate equal to the weighted average of the excess of (i) the
Net Rates of the Non-Discount Sub-Group 1B Mortgage Loans over (ii) 6.25% per
annum and Component 2C-X will bear interest on its Notional Amount (initially
$4,027,537) at a rate equal to the weighted average of the excess of (i) the Net
Rates of the Non-Discount Sub-Group 2C Mortgage Loans over (ii) 6.125% 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By_________________________ By_____________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION AND
NATIONSBANC MORTGAGE CORPORATION 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 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H EF 2
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : PO
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER :CENDANT MORTGAGE CORPORATION ("DENOMINATION"):
$569,087
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :N/A APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$569,087
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
two Mortgage Loan Groups (each a "Mortgage Loan Group"), each of which consists
of separate Sub-Groups, 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"). Cendant
Mortgage Corporation ("CMC") and NationsBanc Mortgage Corporation ("NBMC") will
act as master servicers 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, CMC, as a master servicer, NBMC, as a master servicer, and Norwest Bank
Minnesota, National Association, 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 two components equal
to the sum of the applicable PO Percentages of each Discount Mortgage Loan in
Mortgage Loan Sub-Group 1A and Mortgage Loan Group 2. 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By___________________________ By__________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION,
NATIONSBANC MORTGAGE CORPORATION 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
▇▇▇▇▇▇▇ 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 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H EG 0
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : R-1
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER :CENDANT MORTGAGE CORPORATION, ("DENOMINATION"):
$50.00
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.250% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$50.00
THIS CERTIFIES THAT BEAR ▇▇▇▇▇▇▇ 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 two Mortgage Loan Groups (each a "Mortgage Loan
Group"), each of which consists of separate Sub-Groups, each of which
constitutes a separate sub-trust, generally consisting of conventional, fixed
rate mortgages secured by first liens on one- to two-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"). Cendant Mortgage Corporation ("CMC") and NationsBanc
Mortgage Corporation ("NBMC") will act as master servicers of the Mortgage Loans
(the "Master Servicers," 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, CMC, as a master servicer, NBMC, as
a master servicer, and Norwest Bank Minnesota, National Association., 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By__________________________ By_____________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION,
NATIONSBANC MORTGAGE CORPORATION 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
▇▇▇▇▇▇▇ 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 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H EH 8
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : R-2
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER :CENDANT MORTGAGE CORPORATION ("DENOMINATION") :
$100.00
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.125% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$100.00
THIS CERTIFIES THAT BEAR ▇▇▇▇▇▇▇ 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 two Mortgage Loan Groups (each a "Mortgage Loan
Group"), each of which consists of separate Sub-Groups, each of which
constitutes a separate sub-trust, generally consisting of conventional, fixed
rate mortgages secured by first liens on one- to two-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"). Cendant Mortgage Corporation ("CMC") and NationsBanc
Mortgage Corporation ("NBMC") will act as master servicers of the Mortgage Loans
(the "Master Servicers," 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, CMC, as a master servicer, NBMC, as
a master servicer, and Norwest Bank Minnesota, National Association., 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By___________________________ By____________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION,
NATIONSBANC MORTGAGE CORPORATION 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
▇▇▇▇▇▇▇ 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 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H EJ 4
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : R-3
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER :CENDANT MORTGAGE CORPORATION ("DENOMINATION"):
$50.00
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.250% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$50.00
THIS CERTIFIES THAT BEAR ▇▇▇▇▇▇▇ 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 two Mortgage Loan Groups (each a "Mortgage Loan
Group"), each of which consists of separate Sub-Groups, each of which
constitutes a separate sub-trust, generally consisting of conventional, fixed
rate mortgages secured by first liens on one- to two-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"). Cendant Mortgage Corporation ("CMC") and NationsBanc
Mortgage Corporation ("NBMC") will act as master servicers of the Mortgage Loans
(the "Master Servicers," 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, CMC, as a master servicer, NBMC, as
a master servicer, and Norwest Bank Minnesota, National Association., 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Not in its individual capacity but solely as
Trustee
By________________________ By____________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION,
NATIONSBANC MORTGAGE CORPORATION 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, ▇▇▇ ▇▇-▇▇, ▇▇▇ ▇▇-▇, ▇▇▇ 95-60 OR PTE 96-23
AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF
THE MASTER SERVICERS 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. 1-B-4-1 SERIES 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H EK 1
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : 1-B-4
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER :CENDANT MORTGAGE CORPORATION, ("DENOMINATION"):
$596,400
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.250% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$596,400
THIS CERTIFIES THAT BEAR ▇▇▇▇▇▇▇ 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 two Mortgage Loan Groups (each a "Mortgage Loan
Group"), each of which consists of separate Sub Groups, each of which
constitutes a separate sub-trust, generally consisting of conventional, fixed
rate mortgages secured by first liens on one- to two-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"). Cendant Mortgage Corporation ("CMC") and NationsBanc
Mortgage Corporation ("NBMC") will act as master servicers of the Mortgage Loans
(the "Master Servicers," 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, CMC, as a master servicer, NBMC, as
a master servicer, and Norwest Bank Minnesota, National Association, 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By______________________ By_______________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION,
NATIONSBANC MORTGAGE CORPORATION 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, ▇▇▇ ▇▇-▇▇, ▇▇▇ ▇▇-▇, ▇▇▇ 95-60 OR PTE 96-23
AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF
THE MASTER SERVICERS 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. 1-B-5-1 SERIES 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H EL 9
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : 1-B-5
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER :CENDANT MORTGAGE CORPORATION, ("DENOMINATION"):
$198,800
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.250% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$198,800
THIS CERTIFIES THAT BEAR ▇▇▇▇▇▇▇ 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 two Mortgage Loan Groups (each a "Mortgage Loan
Group"), each of which consists of separate Sub-Groups, each of which
constitutes a separate sub-trust, generally consisting of conventional, fixed
rate mortgages secured by first liens on one- to two-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"). Cendant Mortgage Corporation ("CMC") and NationsBanc
Mortgage Corporation ("NBMC") will act as master servicers of the Mortgage Loans
(the "Master Servicers," 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, CMC, as a master servicer, NBMC, as
a master servicer, and Norwest Bank Minnesota, National Association, 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By_______________________ By______________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION,
NATIONSBANC MORTGAGE CORPORATION 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, ▇▇▇ ▇▇-▇▇, ▇▇▇ ▇▇-▇, ▇▇▇ 95-60 OR PTE 96-23
AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF
THE MASTER SERVICERS 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. 1-B-6-1 SERIES 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H EM 7
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : 1-B-6
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER :CENDANT MORTGAGE CORPORATION, ("DENOMINATION"):
$298,185.20
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.250% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$298,185.20
THIS CERTIFIES THAT BEAR ▇▇▇▇▇▇▇ 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 two 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 two-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"). Cendant Mortgage
Corporation ("CMC") and NationsBanc Mortgage Corporation ("NBMC") will act as
master servicers of the Mortgage Loans (the "Master Servicers," 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, CMC, as a master servicer, NBMC, as a master servicer, and Norwest Bank
Minnesota, National Association, 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By_________________________ By___________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION,
NATIONSBANC MORTGAGE CORPORATION 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, ▇▇▇ ▇▇-▇▇, ▇▇▇ ▇▇-▇, ▇▇▇ 95-60 OR PTE 96-23
AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF
THE MASTER SERVICERS 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. 2-B-4-1 SERIES 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H EN 5
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : 2-B-4
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER :CENDANT MORTGAGE CORPORATION, ("DENOMINATION"):
$610,000
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.125% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$610,000
THIS CERTIFIES THAT BEAR ▇▇▇▇▇▇▇ 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 two Mortgage Loan Groups (each a "Mortgage Loan
Group"), each of which consists of separate Sub-Groups, each of which
constitutes a separate sub-trust, generally consisting of conventional, fixed
rate mortgages secured by first liens on one- to two-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"). Cendant Mortgage Corporation ("CMC") and NationsBanc
Mortgage Corporation ("NBMC") will act as master servicers of the Mortgage Loans
(the "Master Servicers," 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, CMC, as a master servicer, NBMC, as
a master servicer, and Norwest Bank Minnesota, National Association, 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By_______________________ By______________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION,
NATIONSBANC MORTGAGE CORPORATION 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, ▇▇▇ ▇▇-▇▇, ▇▇▇ ▇▇-▇, ▇▇▇ 95-60 OR PTE 96-23
AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF
THE MASTER SERVICERS 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. 2-B-5-1 SERIES 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H EP 0
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : 2-B-5
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER :CENDANT MORTGAGE CORPORATION, ("DENOMINATION"):
$457,400
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.125% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$457,400
THIS CERTIFIES THAT BEAR ▇▇▇▇▇▇▇ 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 two Mortgage Loan Groups (each a "Mortgage Loan
Group"), each of which consists of separate Sub-Groups, each of which
constitutes a separate sub-trust, generally consisting of conventional, fixed
rate mortgages secured by first liens on one- to two-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"). Cendant Mortgage Corporation ("CMC") and NationsBanc
Mortgage Corporation ("NBMC") will act as master servicers of the Mortgage Loans
(the "Master Servicers," 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, CMC, as a master servicer, NBMC, as
a master servicer, and Norwest Bank Minnesota, National Association, 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By________________________ By____________________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, STRUCTURED ASSET MORTGAGE INVESTMENTS INC., CENDANT MORTGAGE CORPORATION,
NATIONSBANC MORTGAGE CORPORATION 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, ▇▇▇ ▇▇-▇▇, ▇▇▇ ▇▇-▇, ▇▇▇ 95-60 OR PTE 96-23
AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF
THE MASTER SERVICERS 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. 2-B-6-1 SERIES 1998-9
EVIDENCING A BENEFICIAL INTEREST IN THE BELOW NAMED TRUST
CONSISTING OF CONVENTIONAL, FIRST LIEN MORTGAGE LOANS:
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
CUSIP NO. 86358H EQ 8
CUT-OFF DATE :OCTOBER 1, 1998 CLASS : 2-B-6
FIRST DISTRIBUTION DATE :NOVEMBER 25, 1998 INITIAL PRINCIPAL AMOUNT
ASSUMED FINAL DISTRIBUTION DATE :NOVEMBER 25, 2028 OF THIS CERTIFICATE
MASTER SERVICER :CENDANT MORTGAGE CORPORATION, ("DENOMINATION"):
$457,561.19
NATIONSBANC MORTGAGE CORPORATION
PASS-THROUGH RATE :6.125% APPROXIMATE ORIGINAL CLASS
PRINCIPAL AMOUNT :
$457,561.19
THIS CERTIFIES THAT BEAR ▇▇▇▇▇▇▇ 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 two Mortgage Loan Groups (each a "Mortgage Loan
Group"), each of which consists of separate Sub-Groups, each of which
constitutes a separate sub-trust, generally consisting of conventional, fixed
rate mortgages secured by first liens on one- to two-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"). Cendant Mortgage Corporation ("CMC") and NationsBanc
Mortgage Corporation ("NBMC") will act as master servicers of the Mortgage Loans
(the "Master Servicers," 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, CMC, as a master servicer, NBMC, as
a master servicer, and Norwest Bank Minnesota, National Association, 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: October 30, 1998
Countersigned: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
Not in its individual capacity but solely as
Trustee
By_______________________ By_______________________
Authorized signatory of AUTHORIZED OFFICER
Norwest Bank Minnesota,
National Association,
not in its individual
capacity but solely as Trustee
.EXHIBIT A-2
FORM OF REVERSE OF CERTIFICATES
STRUCTURED ASSET MORTGAGE INVESTMENTS TRUST 1998-9
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-9
This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"), issued in
twenty five 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 Servicers and the rights of the Certificateholders under the Agreement
from time to time by the Master Servicers 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 Minneapolis, State
of Minnesota, 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 Servicers, the Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Master Servicers, 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 by SAMI on
or after the Distribution Date on which the aggregate Current Scheduled
Principal Balance of the Mortgage Loans in the Mortgage Loan Group is less than
10% 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
any Series REMIC 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.
EXHIBIT B-1
GROUP 1 MORTGAGE LOAN SCHEDULE
INTENTIONALLY OMITTED
SEE EXHIBIT 3 TO MORTGAGE LOAN PURCHASE AGREEMENT
AVAILABLE UPON REQUEST
EXHIBIT B-2
GROUP 2 MORTGAGE LOAN SCHEDULE
INTENTIONALLY OMITTED
SEE EXHIBIT 3 TO MORTGAGE LOAN PURCHASE AGREEMENT
AVAILABLE UPON REQUEST
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 lien priority of 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 ▇▇▇▇▇▇ ▇▇▇ 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) currently is free of damage and waste or any
such damage and waste is adequately covered by an insurance policy, and there
currently is, no proceeding pending for the total or partial condemnation
thereof;
(l) 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 ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ 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, CMC or NBMC, as
applicable, its respective successors and assigns, as to the first priority lien
of the Mortgage in the original principal amount of the Mortgage Loan. BSMCC,
CMC or NBMC, as applicable, 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) Each Mortgage Loan was originated by or for CMC or NBMC, as
applicable. Each Mortgage Loan complies in all material respects with all the
terms, conditions and requirements of CMC's or NBMC's underwriting standards, as
applicable, 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
▇▇▇▇▇▇ ▇▇▇/▇▇▇▇▇▇▇ Mac instruments or are on forms acceptable to ▇▇▇▇▇▇ Mae or
▇▇▇▇▇▇▇ 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;
(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 CMC, NBMC or the originator
thereof, as the case may be. The appraisal is in a form generally acceptable to
▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ 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) [Reserved];
(aa) Each Group 1 Mortgage Loan has an original term to maturity of
not more than 30 years and each Group 2 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 ▇▇▇▇▇▇ Mae or
▇▇▇▇▇▇▇ Mac requirements regarding such dwellings or is covering by a waiver
confirming that such condominium unit or planned unit development is acceptable
to ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac or is otherwise "warrantable" with respect thereto;
(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 related Master 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 ▇▇▇▇▇▇ Mae.
EXHIBIT D
REQUEST FOR RELEASE OF DOCUMENTS
[DATE]
To: Norwest Bank Minnesota, National Association,
as Trustee
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▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: Pooling and Servicing Agreement dated as of October 1, 1998,
among Structured Asset Mortgage Investments Inc., Cendant Mortgage
Corporation and NationsBank Mortgage Corporation, as Master Servicers,
and Norwest Bank Minnesota, National Association, as Trustee,
regarding Structured Asset Mortgage Securities Trust 1998-9, Mortgage
Pass-Through Certificates, Series 1998-9
In connection with the administration of the Mortgage Loans held by
you, as Trustee, 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:_______________________
TRUSTEE
Norwest Bank Minnesota, National Association
Please acknowledge the execution of the above request by your signature and
date below:
_______________________ _______________________
Signature Date
Documents returned to Trustee:
_______________________ _______________________
Trustee Date
Date: ______________________, 19__
______________________________
[NAME OF MASTER SERVICER]
By:___________________________
Name:
Title:
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 Trust 1998-9, Mortgage Pass-Through Certificates, Series 1998-9,
[Class R-1] [Class R-2] [Class R-3] 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:
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__.
EXHIBIT F-1
FORM OF INVESTMENT LETTER
[Date]
[SELLER]
Norwest Bank Minnesota, National Association, as Trustee
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Structured Asset Mortgage Investments Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: Structured Asset Mortgage Investments Trust
1998-9, Mortgage Pass-Through Certificates, Series 1998-9 (the
"Certificates"), including the Class 1-B-4, Class 1-B-5, Class
1-B-6, Class 2-B-4, Class 2-B-5 and Class 2-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 Norwest Bank Minnesota, National Association (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, ▇▇▇ ▇▇-▇▇, ▇▇▇ ▇▇-▇,
▇▇▇ ▇▇-▇▇ 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.
(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, ▇▇▇ ▇▇-▇▇,
▇▇▇ ▇▇-▇, ▇▇▇ 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 October 1, 1998 among
Structured Asset Mortgage Investments Inc., Cendant Mortgage Corporation and
NationsBanc Mortgage Corporation, as Master Servicers, and Norwest Bank
Minnesota, National Association, 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):___________________
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]
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]
EXHIBIT F-2
FORM OF RULE 144A AND RELATED MATTERS CERTIFICATE
[SELLER]
Norwest Bank Minnesota, National Association, as Trustee
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Structured Asset Mortgage Investments Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: Structured Asset Mortgage Investments
Trust 1998-9, Mortgage Pass-Through
Certificates, Series 1998-9, Class
1-B-4, Class 1-B-5, Class 1-B-6, Class
2-B-4, Class 2-B-5 and Class 2-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
(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.
--------
1 A purchase by an insurance company for one or more of its separate
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.
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 October 1, 1998 among Structured Asset Mortgage
Investments Inc., Cendant Mortgage Corporation and NationsBanc Mortgage
Corporation, as Master Servicers, and Norwest Bank Minnesota, National
Association, 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, ▇▇▇ ▇▇-▇▇, ▇▇▇ ▇▇-▇, ▇▇▇ ▇▇-▇▇
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.
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):___________________
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]
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]
EXHIBIT G
FORM OF INITIAL CERTIFICATION
Cendant Mortgage Corporation, as Master Servicer
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▇▇. ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
NationsBanc Mortgage Corporation, as Master Servicer
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Mail Stop NCI-022-05-10
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Structured Asset Mortgage Investments Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: Pooling and Servicing Agreement dated as of
October 1, 1998, among Structured Asset
Mortgage Investments Inc., as seller,
Cendant Mortgage Corporation and NationsBanc
Mortgage Corporation, as master servicers,
and Norwest Bank Minnesota, National
Association, as trustee, regarding
Structured Asset Mortgage Securities Trust
1998-9, Mortgage Pass-Through Certificates,
Series 1998-9
Ladies and Gentlemen:
In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, 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 Trustee
By:__________________________________
Name:
Title:
Date:_______________________
EXHIBIT H
FORM OF FINAL CERTIFICATION
[Cendant Mortgage Corporation, as Master Servicer
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▇▇. ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
NationsBanc Mortgage Corporation, as Master Servicer
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Mail Stop NCI-022-05-10
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Structured Asset Mortgage Investments Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: Pooling and Servicing Agreement dated as of
October 1, 1998, among Structured Asset
Mortgage Investments Inc., as seller,
Cendant Mortgage Corporation and NationsBanc
Mortgage Corporation, as master servicers,
and Norwest Bank Minnesota, National
Association, as trustee, regarding Structured
Asset Mortgage Investments Trust 1998-9,
Mortgage Pass-Through Certificates, Series 1998-9
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 Trustee
By:__________________________________
Name:
Title:
Date:________________________
EXHIBIT I
SCHEDULED BALANCES OF THE CLASS 1-A-1 CERTIFICATES
Schedule B
SCHEDULED BALANCES
The Scheduled Balance of the Certificates set forth below for each Distribution
Date will be used to determine the allocation of principal and interest to the
Certificates as described in "Description of the Certificates - Distributions on
the Certificates." The actual Current Principal Amounts of the Certificates
could be substantially higher or lower than the Schedule Balance for any
Distribution Date set forth below.
Distribution Class 1-A-1 Distribution Class 1-A-1 Distribution Class 1-A-1
Date Scheduled Balance Date Scheduled Balance Date Scheduled Balance
-------------- ------------------- ------------- ----------------- ------------- ------------------
Initial Balance $167,900,000.00 Jun-02 $75,144,204.74 Feb-06 $17,104,845.28
Nov-98 167,264,366.37 Jul-02 73,079,148.34 Mar-06 16,421,887.96
Dec-98 166,519,168.33 Aug-02 71,052,029.50 Apr-06 15,752,756.40
Jan-99 165,664,973.89 Sep-02 69,062,146.92 May-06 15,097,168.24
Feb-99 164,702,432.98 Oct-02 67,108,812.07 Jun-06 14,454,846.49
Mar-99 163,632,377.73 Nov-02 65,191,348.95 Jul-06 13,825,519.48
Apr-99 162,455,822.18 Dec-02 63,309,093.90 Aug-06 13,208,920.68
May-99 161,173,961.48 Jan-03 61,461,395.35 Sep-06 12,604,788.65
Jun-99 159,788,170.65 Feb-03 59,647,613.59 Oct-06 12,012,866.93
Jul-99 158,300,002.82 Mar-03 57,867,120.60 Nov-06 11,504,689.03
Aug-99 156,711,186.85 Apr-03 56,119,299.77 Dec-06 11,006,273.76
Sep-99 155,023,624.63 May-03 54,403,545.77 Jan-07 10,517,417.32
Oct-99 153,239,387.71 Jun-03 52,719,264.30 Feb-07 10,037,919.86
Nov-99 151,360,713.55 Jul-03 51,065,871.87 Mar-07 9,567,585.46
Dec-99 149,390,001.19 Aug-03 49,442,795.65 Apr-07 9,106,221.98
Jan-00 147,329,806.49 Sep-03 47,849,473.24 May-07 8,653,641.02
Feb-00 145,182,836.88 Oct-03 46,285,352.52 Jun-07 8,209,657.85
Mar-00 142,951,945.62 Nov-03 44,894,485.65 Jul-07 7,774,091.35
Apr-00 140,640,125.68 Dec-03 43,530,899.16 Aug-07 7,346,763.91
Distribution CLASS 1-A-1 Distribution CLASS 1-A-1 Distribution CLASS 1-A-1
Date Scheduled Balance Date Scheduled Balance Date Scheduled Balance
---------------- -------------------- --------------- ------------------ ------------- -------------------
May-00 138,250,503.13 Jan-04 42,194,074.75 Sep-07 6,927,501.42
Jun-00 135,786,330.14 Feb-04 40,883,503.58 Oct-07 6,516,133.12
Jul-00 133,250,977.62 Mar-04 39,598,686.18 Nov-07 6,172,165.09
Aug-00 130,647,927.41 Apr-04 38,339,132.25 Dec-07 5,833,664.98
Sep-00 127,980,764.24 May-04 37,104,360.46 Jan-08 5,500,525.20
Oct-00 125,253,167.30 Jun-04 35,893,898.35 Feb-08 5,172,640.13
Nov-00 122,468,901.51 Jul-04 34,707,282.09 Mar-08 4,849,906.09
Dec-00 119,631,808.55 Aug-04 33,544,056.41 Apr-08 4,532,221.22
Jan-01 116,798,493.67 Sep-04 32,403,774.36 May-08 4,219,485.55
Feb-01 113,970,250.97 Oct-04 31,285,997.22 Jun-08 3,911,600.91
Mar-01 111,191,420.14 Nov-04 30,235,359.30 Jul-08 3,608,470.92
Apr-01 108,463,692.36 Dec-04 29,205,764.20 Aug-08 3,310,000.93
May-01 105,786,126.60 Jan-05 28,196,802.64 Sep-08 3,016,098.00
Jun-01 103,157,798.97 Feb-05 27,208,072.94 Oct-08 2,726,670.90
Jul-01 100,577,802.39 Mar-05 26,239,180.86 Nov-08 2,441,630.01
Aug-01 98,045,246.28 Apr-05 25,289,739.45 Dec-08 2,160,887.36
Sep-01 95,559,256.25 May-05 24,359,368.93 Jan-09 1,884,356.56
Oct-01 93,118,973.87 Jun-05 23,447,696.57 Feb-09 1,611,952.80
Nov-01 90,723,556.32 Jul-05 22,554,356.54 Mar-09 1,343,592.78
Dec-01 88,372,176.12 Aug-05 21,678,989.78 Apr-09 1,079,194.72
Jan-02 86,064,020.86 Sep-05 20,821,243.92 May-09 818,678.31
Feb-02 83,798,292.90 Oct-05 19,980,773.08 Jun-09 561,964.69
Mar-02 81,574,209.16 Nov-05 19,239,578.07 Jul-09 308,976.42
Apr-02 79,391,000.82 Dec-05 18,513,394.07 Aug-09 59,637.49
May-02 77,247,913.04 Jan-06 17,801,916.18 Sep-2009 and 0.00
thereafter
EXHIBIT J
LIST OF MORTGAGE LOANS
FOR WHICH MORTGAGE NOTES ARE LOST
List of Seven Lost Mortgage Notes
Sub Loan SAMI Loan
MLG Group Number Number Servicer Name
2 2A 2192045 580025722 NBMC ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
2 2A 2203561 580025771 NBMC ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
2 2A 2213249 580025910 NBMC ▇▇▇▇▇ ▇▇▇▇▇▇▇
2 2A 2213848 580025919 NBMC ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
2 2A 2217860 580025971 NBMC ▇▇▇▇▇▇▇ ▇▇▇▇▇
2 2A 2682684 580026326 NBMC ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
2 2B 2211902 580026433 NBMC ▇▇▇▇ ▇▇▇▇▇▇
EXHIBIT K
NBMC ELECTRONIC DATA FILE INFORMATION
The electronic format agreed upon by
the Trustee and the Master Servicers
and available upon request
EXHIBIT L
FORM OF LOAN SUMMARY
AND REMITTANCE REPORT
The electronic format agreed to by
the Trustee and the NBMC Master
Servicer and available upon request.