EXHIBIT 4.2
EXECUTION COPY
AMENDMENT NO. 1 dated as of June 30, 1998 between Structured
Asset Mortgage Investments Inc. (formerly Bear Xxxxxxx Mortgage Securities
Inc.), as seller (the "Seller") and The Bank of New York, as trustee (the
"Trustee") of the POOLING AGREEMENT (as amended the "Agreement") dated as of
March 1, 1998 between the Seller and the Trustee.
WHEREAS, the Seller desires to amend certain provisions of the
Agreement to provide for the exchange of the Class A Certificates for the New
Certificates (as defined herein) and the election of REMIC status with respect
to the Class A Certificates and certain other assets;
WHEREAS, the holder of all of the Class A Certificates has
consented to the amendment provided for herein;
WHEREAS, an election has been made to treat the assets
constituting REMIC II as a "real estate mortgage investment conduit" ("REMIC")
for federal income tax purposes and on March 30, 1998, each Class of REMIC II
Regular Certificates was designated a "regular interest" in a REMIC and the
Class R-2 Certificate represents the "residual interest" in REMIC II;
WHEREAS, an election has been made to treat the assets
constituting REMIC I as a REMIC for federal income tax purposes and on March 30,
1998, each Class of REMIC Regular Certificates (other than the New Certificates)
was designated a "regular interest" in REMIC I and the Class R-1 Certificate was
designated the "residual interest" in REMIC I;
WHEREAS, an election will be made to treat the assets
constituting REMIC III as a REMIC for federal income tax purposes and on the
Exchange Effective Date, each Class of New Certificates (other than the Class
R-3 Certificate) will be designated a "regular interest" in a REMIC and the
Class R-3 Certificate will represent the "residual interest" in REMIC III; and
WHEREAS, all capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Agreement.
NOW, THEREFORE, the parties hereto agree to amend the
Agreement as follows:
1. Delete the following terms in Section 1.01 and insert the
following in their place:
"Book-Entry Certificate: Initially each Certificate other than
a Class H, Class PO, Class R-1, Class R-2 or Class R-3 Certificate.
Certificate: Any certificate, evidencing a beneficial interest
in the Trust as executed hereunder by the Trustee and authenticated and
delivered hereunder by the Certificate Registrar, substantially, with respect to
each Class, in the form of Exhibits A through L hereto and from and
after the Exchange Effective Date, Exhibits P through U hereto, respectively,
with all blanks therein appropriately completed.
Class Deferred Principal: For each Class of Certificates
(other than the Class X and Class PO Certificates and from and after the
Exchange Effective Date, the New Certificates) immediately following any
Distribution Date or Supplemental Distribution Date, as applicable, an amount
equal to the excess of (i) the applicable Class Optimal Principal for such
Distribution Date or Supplemental Distribution Date for such Class of
Certificates over (ii) the principal paid to such Class of Certificates on such
Distribution Date or Supplemental Distribution Date.
Class Optimal Principal: With respect to each Class of
Certificates (other than the Class X and Class PO Certificates and from and
after the Exchange Effective Date, the New Certificates) and a Distribution Date
or Supplemental Distribution Date, an amount equal to the sum of (i) the
applicable Class Percentage Principal, (ii) Additional Principal, if any, to be
paid to such Class and (iii) the applicable Class Deferred Principal immediately
following the prior Distribution Date (or in the case of the first Distribution
Date, the Closing Date) or Supplemental Distribution Date, if any, as
applicable.
Class Percentage Principal: With respect to each Class of
Certificates (other than the Class X and Class PO Certificates and from and
after the Exchange Effective Date, the New Certificates) and each Distribution
Date or Supplemental Distribution Date, as applicable, such Class' pro rata
share based upon its respective Certificate Principal Balance immediately prior
to the applicable Distribution Date, of the lesser of (i) principal collections
on the Pooled Securities for which both the Pooled Security distribution
(including for this purpose for the April 1, 1998 and May 4, 1998 Distribution
Dates and related Supplemental Distribution Dates, if any, any Payment Transfer
Amounts) and the related Pooled Security Distribution Date Information have been
received by the Trustee by the applicable Determination Time and (ii) the excess
of (x) the aggregate Pooled Security Principal Balance of such Pooled Securities
immediately following the second preceding Pooled Security Distribution Dates
over (y) the aggregate Pooled Security Principal Balance of such Pooled
Securities immediately following the immediately preceding Pooled Security
Distribution Dates exclusive in the case of clause (ii) and a Supplemental
Distribution Date of any Pooled Securities, the distributions on which were
included in the distribution made on the immediately preceding related
Distribution Date; provided that if either the Pooled Security distribution or
the related Pooled Security Distribution Date Information have not been received
by the immediately following Supplemental Distribution Date, the amount in
clause (x) will be as of immediately following the third preceding Pooled
Security Distribution Date for such Pooled Security.
Majority Certificateholders: The Holders of Certificates
evidencing in the aggregate greater than 50% of the aggregate Percentage
Interests of all the Certificates other than, from and after the Exchange
Effective Date, the Class A Certificates.
Original Certificate Principal Balance: The aggregate
principal balance of any Class of Certificates (other than the New Certificates)
as of the Closing Date as set forth in Section 4.01(d) and from and after the
Exchange Effective Date, the aggregate principal balance of any
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Class of New Certificates as of the Exchange Effective Date as set forth in
Section 4.01A.(d) as such balance may be reduced following the July 2, 1998
Distribution Date and the related Supplemental Distribution Date, if any, as
provided in Section 4.01A(d).
Percentage Interest: With respect to each Class of
Certificates and any Certificate in such Class, the portion of such Class
represented by such Certificate, expressed as a percentage, the numerator of
which is the initial outstanding principal amount of such Certificate (other
than the New Certificates) as of the Closing Date or with respect to a New
Certificate, as of the Exchange Effective Date, as specified on the face thereof
and as such amount may be reduced pursuant to Section 4.01A(d), and the
denominator of which is the Original Certificate Principal Balance for such
Class and with respect to all Classes of Certificates and any Certificate of any
Class, the portion of all Certificates represented by such Certificate expressed
as a percentage, (i) with respect to each Class of Certificates other than a New
Certificate, the numerator of which is the initial principal amount of such
Certificate as of the Closing Date, as specified on the face thereof, and the
denominator of which is the sum of the Original Certificate Principal Balances
of all Classes of Certificates (other than the New Certificates) and (ii) with
respect to each Class of New Certificates the product of (x) the Percentage
Interest of all of the Class A Certificates pursuant to clause (i) above and (y)
the fraction, the numerator of which is the initial principal amount of such New
Certificate as of the Exchange Effective Date, as specified on the face thereof
and as such amount may be reduced pursuant to Section 4.01A(d), and the
denominator of which is the sum of the Original Certificate Principal Balances
of all Classes of New Certificates, as specified on the face thereof and as such
amounts may be reduced pursuant to Section 4.01A(d).
Physical Certificates: The Class H, Class PO, Class R-1, Class
R-2 and Class R-3 Certificates and following the Exchange Effective Date, the
Class A Certificates in accordance with Section 4.01(a); provided that as set
forth in Section 4.01(a), if either Class H or Class PO Certificates have become
Global Certificates, then with respect to such Class or Classes, only to the
extent provided in Section 4.02.
Principal Distribution Amount: With respect to a Distribution
Date or Supplemental Distribution Date, the sum of the Class Percentage
Principal for all Classes of Certificates (other than the Class X and the Class
PO Certificates and from and after the Exchange Effective Date, the New
Certificates).
Residual Certificates: The Class R-1, Class R-2 and Class R-3
Certificates.
Trust: The segregated pool of assets subject hereto,
constituting the corpus of the trust created hereby and to be administered
hereunder, consisting of:
(i) the Pooled Securities;
(ii) all amounts payable on the Pooled Securities following
the Pooled Security Information Date pursuant to the
Underlying Agreements;
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(iii) the Accounts and such funds or assets as are from time
to time deposited therein;
(iv) the Seller's rights under the Transfer Agreement;
(v) from and after the Exchange Effective Date and relating to
the New Certificates, the Class A Certificates outstanding on
the Exchange Effective Date; plus interest accrued on the
Class A Certificates from June 1, 1998; and
(vi) the income, payments and proceeds of each of the
foregoing."
2. Insert the following terms in Section 1.01:
"Class A Distribution Amount: The sum of the Class A Interest
Distribution Amount and the Class A Principal Amount,
Class A Interest Distribution Amount: The amount distributed
on each Distribution Date and related Supplemental Distribution Date with
respect to interest on the Class A Certificates pursuant to Section
3.05(a)(i)(C) and 3.05(a)(ii)(B).
Class A Loss Amount: The Loss Amounts allocated to the Class A
Certificates pursuant to Section 3.10.
Class A Principal Distribution Amount: The amount distributed
on each Distribution Date and related Supplemental Distribution Date with
respect to principal on the Class A Certificates pursuant to Section
3.05(a)(i)(E) and 3.05(a)(ii)(D).
Exchange Effective Date: June 30, 1998.
New Certificates: The Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5 and Class R-3 Certificates.
REMIC III: That group of assets contained in the Trust
designated as a REMIC consisting of (i) the Class A Certificates and (ii) any
proceeds of the foregoing.
REMIC III Certificates: The REMIC III Regular Certificates and
Class R-3 Certificates.
REMIC III Regular Certificates: Each Class of New Certificates
other than the Class R-3 Certificate."
3. Insert the following immediately following Section 2.02:
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"Section 2.02A. Exchange of New Certificates for Class A
Certificates
"The Trustee acknowledges on the Exchange Effective Date the
receipt by it of the Class A Certificates, in good faith and without actual
notice of any adverse claim, and declares that it holds and will hold the Class
A Certificates in trust for the exclusive use and benefit of all present and
future holders of the New Certificates in accordance with the terms of the
Agreement. Concurrently with such transfer, delivery and assignment and in
exchange therefor, the Trustee has executed and caused to be countersigned and
delivered to or upon the order of the Class A Certificateholder, the New
Certificates in authorized denominations."
4. Insert the following in the second line of Section
3.05(a)(i) immediately following the words "Distribution Date":
"to each Class of Certificates (other than the New
Certificates), provided that the Class A Distribution Amount shall be paid to
the New Certificates as described in Section 3.05A.,"
5. Insert the following immediately following Section 3.05:
"Section 3.05A. Distributions on New Certificates
(a) (i) On each Distribution Date and Supplemental
Distribution Date, on and after the Distribution Date
following the July 1998 Pooled Security Distribution Dates,
the Trustee shall apply the Class A Distribution Amount in the
following manner and order of priority:
(A) from the Class A Interest Distribution
Amount, to the Holders of each Class of New
Certificates as distributions of interest,
an amount equal to interest for the
applicable Class accrued at the applicable
per annum Certificate Rate during the
Interest Accrual Period preceding such
Distribution Date on its Certificate
Principal Balance immediately prior to such
Distribution Date;
(B) from the Class A Principal Distribution
Amount, as distributions of principal, to
the holders of the New Certificates as
follows:
(i) first, to the Class R-3
Certificateholder until the Class R-3
Certificate Principal Balance has been
reduced to zero;
(ii) second, to the Class A-1
Certificateholders until the Class A-1
Certificate Principal Balance has been
reduced to $45,750,000;
(iii) third, until the Class A-1 Certificate
Principal Balance has been reduced to
$40,750,000, 5.0000000000% to the
Class A-1 Certificateholders and
94.7368421053% sequentially, as
follows;
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(a) to the Class A-2
Certificateholders until the
Class A-2 Certificate Principal
Balance has been reduced to
$25,000,000;
(b) 21.875% to the Class A-2
Certificateholders and 78.125%
to the Class A-4
Certificateholders until the
Class A-4 Certificate Principal
Balance has been reduced to
zero; and
(c) to the Class A-2
Certificateholders until the
Class A-2 Certificate Principal
Balance has been reduced to
zero;
(iv) fourth, to the Class A-1
Certificateholders until the Class A-1
Certificate Principal Balance has been
reduced to zero;
(v) fifth, to the Class A-3
Certificateholders until the Class A-3
Certificate Principal Balance has been
reduced to zero; and
(vi) sixth, to the Class A-5
Certificateholders until the Class A-5
Certificate Principal Balance has been
reduced to zero; and
(C) after each Class of REMIC III Regular
Certificates has been paid in full, any
remaining Class A Distribution Amount to the
Class R-3 Certificateholder.
6. Delete Section 3.10 and insert the following in its place:
"Section 3.10. Allocation of Loss Amounts. On each
Distribution Date and Supplemental Distribution Date, the Trustee shall
determine the Loss Amounts and shall allocate it to the Certificates by reducing
the Certificate Principal Balance of the Classes of Certificates other than the
Class X, Class PO and New Certificates (in reverse alphabetical order commencing
with the Class H Certificates) until the respective Certificate Principal
Balances thereof are reduced to zero. On each Distribution Date and Supplemental
Distribution Date, the Trustee shall allocate the Class A Loss Amounts to the
Classes of New Certificates by reducing the Certificate Principal Balance of
each Class of New Certificates, pro rata, based on Certificate Principal Balance
of each such Class until the Certificate Principal Balance of each such Class is
reduced to zero. Any Loss Amounts or Class A Loss Amounts allocated to a Class
of Certificates shall be allocated among the Certificates of such Class in
proportion to their respective Percentage Interests."
7. Insert the following in the second line of Section 4.01(a)
immediately following March 27, 1998:
"and a Depository Agreement dated as of June 29, 1998."
8. Insert the following at the end of Section 4.01(a):
"On and after the Exchange Effective Date, the Trustee will
take such action as may be reasonably required to cause the Depository to remove
the Class A Certificates from the book-
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entry system and to cause the Class A Certificates to become Physical
Certificates, registered in the name of the Trustee, on behalf of the holders of
the New Certificates. The Trustee shall take such action as may be reasonably
required to cause the Depository to accept the New Certificates (other than the
Class R-3 Certificates) for trading."
9. Insert the following immediately following Section 4.01:
"Section 4.01A. The New Certificates
(a) References to "REMIC I or REMIC II" shall all mean "REMIC
I, REMIC II or REMIC III" and references to "REMIC I and REMIC II" shall all
mean "REMIC I, REMIC II and REMIC III" except with respect to Section 4.01(h)
and 7.01(b).
(b) The Holder of the Class R-3 Certificate is hereby
designated as the Tax Matters Person for REMIC III. The Trustee is hereby
designated and appointed as the agent of such Tax Matters Person. Any Holder of
a Class R-3 Certificate with respect to REMIC III will by acceptance thereof
appoint the Trustee as agent and attorney-in-fact for the purpose of acting as
Tax Matters Person during such time as the Trustee does not own any such
Residual Certificate.
(c) REMIC III will be evidenced by the New Certificates.
(d) The New Certificates shall have the designations, initial
Original Certificate Principal Balances and Certificate Rates set forth below.
Immediately following the July 2, 1998 Distribution Date and the related
Supplemental Distribution Date, if any, the Original Certificate Principal
Balance of each Class of New Certificates shall be the initial Original
Certificate Principal Balance set forth below reduced, by its approximate pro
rata share, based on Certificate Principal Balances of the New Certificates, of
an amount equal to the principal payments paid on the Class A Certificates on
the July 2, 1998 Distribution Date and the related Supplemental Distribution
Date, if any. Notwithstanding the foregoing, the Certificate Principal Balance
of each Class of New Certificates (other than the Class R-3 Certificate) shall
be rounded down to the nearest dollar and any excess shall be added to the
Certificate Principal Balance of the Class R-3 Certificate.
Original Certificate Certificate
Designation Principal Balance Rate
----------- ----------------- ----
A-1 $59,750,000.00 (1)
A-2 $65,000,000.00 (1)
A-3 $45,622,942.00 (1)
A-4 $25,000,000.00 (1)
A-5 $9,999,900.00 (1)
R-3 $100.76 (1)
--------------
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(1) The lesser of (x) 6.75% and (y) the weighted average of the Pooled
Security Interest Rates, but in no event greater than (z) a fraction,
expressed as a percentage, the numerator of which is the interest
distribution on the Pooled Securities for which both the Pooled
Security distribution and the Pooled Security Distribution Date
Information has been received by the Trustee by the Determination Time
multiplied by twelve and the denominator of which is the aggregate
Certificate Principal Balance of all of the Certificates (other than
the Class A and Class PO Certificates). Interest shall start to accrue
on the New Certificates on June 1, 1998.
(e) The New Certificates shall be substantially in the forms
set forth in Exhibits P through Exhibit U hereto. On original issuance, the
Trustee shall sign, countersign and deliver them at the direction of the Class A
Certificateholder. The Class R-3 Certificates shall be issued in certificated
fully-registered form in a denomination equal to its Original Certificate
Balance.
(f) The Exchange Effective Date is hereby designated as the
"startup" day of REMIC III within the meaning of Section 860G(a)(9) of the Code.
The Trustee shall not accept any contribution to REMIC III after such startup
day without receipt of a REMIC Opinion."
10. Insert the following immediately following Section
8.11(e):
(f) Any rights accruing to the Class A Certificateholders
[other than as specifically otherwise provided herein] shall be allocated to the
holders of the New Certificates, pro rata, based on outstanding Certificate
Principal Balance.
11. Except as expressly amended hereby, all of the provisions,
covenants, terms and conditions of the Agreement shall continue to be, and shall
remain, in full force and effect in accordance with its terms.
12. THIS AMENDMENT AND THE NEW CERTIFICATES SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED IN SAID STATE (WITHOUT REFERENCE TO THE CONFLICTS OF
LAW PROVISIONS OF SUCH STATE), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER AND THE HOLDERS OF THE NEW CERTIFICATES SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
13. This Amendment may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the same
instrument.
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IN WITNESS WHEREOF, the Seller and the Trustee have caused
their names to be signed hereto by their respective duly authorized officers,
all as of the day and year first above written.
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., as Seller
By:
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By:
Name:
Title:
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THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., FORMERLY KNOWN AS BEAR XXXXXXX
MORTGAGE SECURITIES INC., 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 CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY
THE PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF
THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE 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.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, A
TRANSFEREE UNLESS THE PROPOSED TRANSFEREE CERTIFIES TO THE TRUSTEE THAT IT IS
NOT ACQUIRING SUCH CERTIFICATES DIRECTLY OR INDIRECTLY FOR, ON BEHALF OF OR WITH
THE ASSETS 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 IS AN INSURANCE COMPANY AND THE SOURCE OF FUNDS TO BE USED BY IT TO PAY THE
PURCHASE PRICE OF THE CERTIFICATES IS FUNDS HELD BY IT IN AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 ("PTCE 95-60") AS PUBLISHED IN 60 FED. REG. 35925 (JULY 12,
1995)) AND IT REASONABLY BELIEVES, AS OF ACQUISITION, THE AMOUNT OF RESERVES AND
LIABILITIES FOR THE GENERAL ACCOUNT CONTRACTS HELD BY OR ON BEHALF OF ANY PLAN
(AND ANY OTHER PLAN OF THE SAME EMPLOYER OR ITS AFFILIATES (AS DEFINED IN
SECTION V(A)(1) OF PTCE 95-60)) OR BY THE SAME EMPLOYEE ORGANIZATION) DOES NOT
EXCEED 10% OF THE TOTAL RESERVE AND LIABILITIES OF SUCH GENERAL ACCOUNT PLUS
SURPLUS (SUCH DETERMINATION TO BE MADE IN ACCORDANCE WITH SECTION I(A) OF PTCE
95-60), 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 CERTIFICATE IN PHYSICAL FORM.
PASS-THROUGH CERTIFICATE,
SERIES 1998-2
No. A-1-__
evidencing a beneficial interest in a Trust consisting primarily of the Pooled
Securities (as defined below) sold by
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
(formerly Bear Xxxxxxx Mortgage Securities Inc.)
CUSIP No. 073914 F24
First Distribution Date : August 3, 1998 Class : A-1
Assumed Final Distribution Date : May 2, 2030 Original Certificate Principal
Balance of this Certificate
("Denomination") : $ 59,750,000.00
Certificate Rate : Variable Approximate Class Original
Certificate Principal Balance : $ 59,750,000.00
THIS CERTIFIES THAT Cede & Co.
is the registered owner of the Percentage Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust"), the assets of which consist of a pool of
96 classes of mortgage backed securities (the "Pooled Securities"), the assets
of which consist primarily of (i) conventional, fixed rate, first lien mortgage
loans secured by one- to four-family residences or cooperative loans secured by
shares in cooperative corporations ("Mortgage Loans") or (ii) mortgage
certificates representing interests in 48 trusts or trust estates, the assets of
which consist primarily of Mortgage Loans sold by Structured Asset Mortgage
Investments Inc., formerly known as Bear Xxxxxxx Mortgage Securities Inc. (the
"Seller") to the Trust. The Pooled Securities were sold to the Seller by
SunAmerica Inc., a Maryland corporation, its subsidiary SunAmerica Life
Insurance Company, an Arizona corporation, and certain of the latter's
subsidiaries. The Trust was created pursuant to the Pooling Agreement dated as
of March 1, 1998 (the "Agreement"), by and between the Seller, as seller and The
Bank of New York, as trustee (the "Trustee") a summary of certain of the
pertinent provisions of which is set forth hereinafter. 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 Holder of this Certificate will be entitled to receive interest on
its Certificate Principal Balance on each monthly Distribution Date at a
variable per annum interest rate equal to the lesser of (x) 6.75% and (y) the
weighted average of the Pooled Security Interest Rates, but in no event greater
than (z) a fraction, expressed as a percentage, the numerator of which is the
interest distribution on the Pooled Securities for which both the Pooled
Security distribution and the related Pooled Security Distribution Date
Information have been received by the Trustee by the times described in the
Agreement, multiplied by twelve, and the denominator of which is the aggregate
Certificate Principal Balance of the Certificates (other than the Class A and
Class PO Certificates). The Assumed Final Distribution Date is approximately one
month after the Pooled Security Distribution Date on which the final scheduled
distribution on the last to mature of the related Pooled Securities is scheduled
to be made. Since the rate of payment of principal on the Underlying Mortgage
Loans can be expected to exceed the rate of payments used in calculating each
such final scheduled distribution, the date of the final distribution on each
class of Certificates is expected to be earlier, and could be substantially
earlier, than the Assumed Final Distribution Date.
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 Certificate Principal
Balance 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.
*To be reduced generally by the pro rata share of this Class based on the
Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5 and Class R-3 Certificate
Principal Balances of distributions of principal made on the Class A
Certificates on the Distribution Date and related Supplemental Distribution
Date, if any, deemed to be in June 1998.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ______________
THE BANK OF NEW YORK,
Countersigned: Not in its individual capacity but solely as Trustee
By: _____________________________________________
Authorized signatory of The Bank of New York By: _____________________________
not in its individual capacity but solely as Trustee AUTHORIZED OFFICER
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
PASS-THROUGH CERTIFICATES, SERIES 1998-2
This Certificate is one of a duly authorized The Certificates are issuable only as
issue of Certificates designated as set forth on registered Certificates without coupons in the
the face hereof (the "Certificates"), issued in Classes and denominations specified in the
multiple Classes. The Certificates, in the Agreement. As provided in the Agreement and
aggregate, evidence the entire beneficial subject to certain limitations thereinset forth,
ownership interest in the Trust formed pursuant to this Certificate is exchangeable for one or more
the Agreement. new Certificates evidencing the same Class and in
the same aggregate Percentage Interest, as
The Certificateholder, by its acceptance of requested by the Holder surrendering the same.
this Certificate, agrees that it will look solely
to the Trust for payment hereunder and that the No service charge will be made to the
Trustee is not liable to the Certificateholders Certificateholders for any such registration of
for any amount payable under this Certificate or the transfer, but the Trustee may require payment of a
Agreement or, except as expressly provided in the sum sufficient to cover any tax or other
Agreement, subject to any liability under the Agreement. governmental charge payable in connection
therewith. The Seller, the Trustee and any agent
This Certificate does not purport to of them may treat the Person in whosename the
summarize the Agreement and reference is made to Certificate is registered as the owner hereof for
the Agreement for the interests, right and all purposes, and neither the Tristee nor any such
limitationa of rights, benefits, obligations and agent shall be affected by notice to the contrary.
duties evidenced hereby, and the rights, duties
and immunities of the trustee. The obligations created by the Agreement and
the Trust created thereby (other than the
The Agreement permits, with certain obligations to make payments and to send certain
exceptions therein provided, the amendment thereof notices to Certificateholders as set forth in the
and the modification of the rights of the Agreement) shall terminate upon (i) the optional
Certificateholders under the Agreement from time repurchase by the party named in the Agreement of
to time by the Seller and the Trustee with the all the Pooled Securities in accordance with the
consent of the Majority Certificateholders. Any terms of the Agreement, or (ii) the payment (or
such consent by the Holder of this Certificate provision for payment) to the Certificateholders
shall be conclusive and binding on such Holder and of all amounts held by or on behalf of the Trustee
upon all future Holders of this Certificate and of and required to be paid to them under the
any Certificate issued upon the transfer hereof or Agreement on the Final Distribution Date following
in lieu hereof whether or not notation of such the final distribution to be made on the Pooled
consent is made upon this Certificate. The Securities. Such optional repurchase may be made
Agreement also permits the amendment thereof, in only on any Distribution Date upon the
certain limited circumstances, without the consent determination, based upon an opinion of counsel,
of the Holders of any of the Certificates. that the REMIC status of any of REMIC I, REMIC II
or REMIC III has been lost or that a substantial
As provided in the Agreement and subject to risk exists that such status will be lost for the
certain limitations therein set forth, the then current year. In no event, however, will the
transfer of this Certificate is registrable with Trust created by the Agreement continue beyond the
the Trustee upon surrender of this Certificate for expiration of 21 years after the death of certain
registration of transfer at the offices or persons identified in the Agreement.
agencies maintained by the Trustee for such
purpose 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 Class and aggregate Percentage
Interest will be issued to the designated
transferee.
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.
I (We) further direct the Trustee 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.
692291v2
P-2
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., FORMERLY KNOWN AS BEAR XXXXXXX
MORTGAGE SECURITIES INC., 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 CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY
THE PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF
THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE 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.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, A
TRANSFEREE UNLESS THE PROPOSED TRANSFEREE CERTIFIES TO THE TRUSTEE THAT IT IS
NOT ACQUIRING SUCH CERTIFICATES DIRECTLY OR INDIRECTLY FOR, ON BEHALF OF OR WITH
THE ASSETS 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 IS AN INSURANCE COMPANY AND THE SOURCE OF FUNDS TO BE USED BY IT TO PAY THE
PURCHASE PRICE OF THE CERTIFICATES IS FUNDS HELD BY IT IN AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 ("PTCE 95-60") AS PUBLISHED IN 60 FED. REG. 35925 (JULY 12,
1995)) AND IT REASONABLY BELIEVES, AS OF ACQUISITION, THE AMOUNT OF RESERVES AND
LIABILITIES FOR THE GENERAL ACCOUNT CONTRACTS HELD BY OR ON BEHALF OF ANY PLAN
(AND ANY OTHER PLAN OF THE SAME EMPLOYER OR ITS AFFILIATES (AS DEFINED IN
SECTION V(A)(1) OF PTCE 95-60)) OR BY THE SAME EMPLOYEE ORGANIZATION) DOES NOT
EXCEED 10% OF THE TOTAL RESERVE AND LIABILITIES OF SUCH GENERAL ACCOUNT PLUS
SURPLUS (SUCH DETERMINATION TO BE MADE IN ACCORDANCE WITH SECTION I(A) OF PTCE
95-60), 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 CERTIFICATE IN PHYSICAL FORM.
PASS-THROUGH CERTIFICATE,
SERIES 1998-2
No. A-2-__
evidencing a beneficial interest in a Trust consisting primarily of the Pooled
Securities (as defined below) sold by
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
(formerly Bear Xxxxxxx Mortgage Securities Inc.)
CUSIP No. 073914 F32
First Distribution Date : August 3, 1998 Class : A-2
Assumed Final Distribution Date : May 2, 2030 Original Certificate Principal
Balance of this Certificate
("Denomination") : $ 65,000,000.00
Certificate Rate : Variable Approximate Class Original
Certificate Principal Balance : $ 65,000,000.00
THIS CERTIFIES THAT Cede & Co.
is the registered owner of the Percentage Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust"), the assets of which consist of a pool of
96 classes of mortgage backed securities (the "Pooled Securities"), the assets
of which consist primarily of (i) conventional, fixed rate, first lien mortgage
loans secured by one- to four-family residences or cooperative loans secured by
shares in cooperative corporations ("Mortgage Loans") or (ii) mortgage
certificates representing interests in 48 trusts or trust estates, the assets of
which consist primarily of Mortgage Loans sold by Structured Asset Mortgage
Investments Inc., formerly known as Bear Xxxxxxx Mortgage Securities Inc. (the
"Seller") to the Trust. The Pooled Securities were sold to the Seller by
SunAmerica Inc., a Maryland corporation, its subsidiary SunAmerica Life
Insurance Company, an Arizona corporation, and certain of the latter's
subsidiaries. The Trust was created pursuant to the Pooling Agreement dated as
of March 1, 1998 (the "Agreement"), by and between the Seller, as seller and The
Bank of New York, as trustee (the "Trustee") a summary of certain of the
pertinent provisions of which is set forth hereinafter. 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 Holder of this Certificate will be entitled to receive interest on its
Certificate Principal Balance on each monthly Distribution Date at a variable
per annum interest rate equal to the lesser of (x) 6.75% and (y) the weighted
average of the Pooled Security Interest Rates, but in no event greater than (z)
a fraction, expressed as a percentage, the numerator of which is the interest
distribution on the Pooled Securities for which both the Pooled Security
distribution and the related Pooled Security Distribution Date Information have
been received by the Trustee by the times described in the Agreement, multiplied
by twelve, and the denominator of which is the aggregate Certificate Principal
Balance of the Certificates (other than the Class A and Class PO Certificates).
The Assumed Final Distribution Date is approximately one month after the Pooled
Security Distribution Date on which the final scheduled distribution on the last
to mature of the related Pooled Securities is scheduled to be made. Since the
rate of payment of principal on the Underlying Mortgage Loans can be expected to
exceed the rate of payments used in calculating each such final scheduled
distribution, the date of the final distribution on each class of Certificates
is expected to be earlier, and could be substantially earlier, than the Assumed
Final Distribution Date. 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 Certificate
Principal Balance 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. *To be
reduced generally by the pro rata share of this Class based on the Class X-0,
Xxxxx X-0, Class A-3, Class A-4, Class A-5 and Class R-3 Certificate Principal
Balances of distributions of principal made on the Class A Certificates on the
Distribution Date and related Supplemental Distribution Date, if any, deemed to
be in June 1998. IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: ______________
THE BANK OF NEW YORK,
Countersigned: Not in its individual capacity but solely as Trustee
By: _____________________________________________
Authorized signatory of The Bank of New York By: _____________________________
not in its individual capacity but solely as Trustee AUTHORIZED OFFICER
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
PASS-THROUGH CERTIFICATES, SERIES 1998-2
This Certificate is one of a duly authorized The Certificates are issuable only as
issue of Certificates designated as set forth on registered Certificates without coupons in the
the face hereof (the "Certificates"), issued in Classes and denominations specified in the
multiple Classes. The Certificates, in the Agreement. As provided in the Agreement and
aggregate, evidence the entire beneficial subject to certain limitations thereinset forth,
ownership interest in the Trust formed pursuant to this Certificate is exchangeable for one or more
the Agreement. new Certificates evidencing the same Class and in
the same aggregate Percentage Interest, as
The Certificateholder, by its acceptance of requested by the Holder surrendering the same.
this Certificate, agrees that it will look solely
to the Trust for payment hereunder and that the No service charge will be made to the
Trustee is not liable to the Certificateholders Certificateholders for any such registration of
for any amount payable under this Certificate or the transfer, but the Trustee may require payment of a
Agreement or, except as expressly provided in the sum sufficient to cover any tax or other
Agreement, subject to any liability under the Agreement. governmental charge payable in connection
therewith. The Seller, the Trustee and any agent
This Certificate does not purport to of them may treat the Person in whosename the
summarize the Agreement and reference is made to Certificate is registered as the owner hereof for
the Agreement for the interests, right and all purposes, and neither the Tristee nor any such
limitationa of rights, benefits, obligations and agent shall be affected by notice to the contrary.
duties evidenced hereby, and the rights, duties
and immunities of the trustee. The obligations created by the Agreement and
the Trust created thereby (other than the
The Agreement permits, with certain obligations to make payments and to send certain
exceptions therein provided, the amendment thereof notices to Certificateholders as set forth in the
and the modification of the rights of the Agreement) shall terminate upon (i) the optional
Certificateholders under the Agreement from time repurchase by the party named in the Agreement of
to time by the Seller and the Trustee with the all the Pooled Securities in accordance with the
consent of the Majority Certificateholders. Any terms of the Agreement, or (ii) the payment (or
such consent by the Holder of this Certificate provision for payment) to the Certificateholders
shall be conclusive and binding on such Holder and of all amounts held by or on behalf of the Trustee
upon all future Holders of this Certificate and of and required to be paid to them under the
any Certificate issued upon the transfer hereof or Agreement on the Final Distribution Date following
in lieu hereof whether or not notation of such the final distribution to be made on the Pooled
consent is made upon this Certificate. The Securities. Such optional repurchase may be made
Agreement also permits the amendment thereof, in only on any Distribution Date upon the
certain limited circumstances, without the consent determination, based upon an opinion of counsel,
of the Holders of any of the Certificates. that the REMIC status of any of REMIC I, REMIC II
or REMIC III has been lost or that a substantial
As provided in the Agreement and subject to risk exists that such status will be lost for the
certain limitations therein set forth, the then current year. In no event, however, will the
transfer of this Certificate is registrable with Trust created by the Agreement continue beyond the
the Trustee upon surrender of this Certificate for expiration of 21 years after the death of certain
registration of transfer at the offices or persons identified in the Agreement.
agencies maintained by the Trustee for such
purpose 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 Class and aggregate Percentage
Interest will be issued to the designated
transferee.
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.
I (We) further direct the Trustee 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.
Q-2
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., FORMERLY KNOWN AS BEAR XXXXXXX
MORTGAGE SECURITIES INC., 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 CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY
THE PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF
THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE 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.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, A
TRANSFEREE UNLESS THE PROPOSED TRANSFEREE CERTIFIES TO THE TRUSTEE THAT IT IS
NOT ACQUIRING SUCH CERTIFICATES DIRECTLY OR INDIRECTLY FOR, ON BEHALF OF OR WITH
THE ASSETS 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 IS AN INSURANCE COMPANY AND THE SOURCE OF FUNDS TO BE USED BY IT TO PAY THE
PURCHASE PRICE OF THE CERTIFICATES IS FUNDS HELD BY IT IN AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 ("PTCE 95-60") AS PUBLISHED IN 60 FED. REG. 35925 (JULY 12,
1995)) AND IT REASONABLY BELIEVES, AS OF ACQUISITION, THE AMOUNT OF RESERVES AND
LIABILITIES FOR THE GENERAL ACCOUNT CONTRACTS HELD BY OR ON BEHALF OF ANY PLAN
(AND ANY OTHER PLAN OF THE SAME EMPLOYER OR ITS AFFILIATES (AS DEFINED IN
SECTION V(A)(1) OF PTCE 95-60)) OR BY THE SAME EMPLOYEE ORGANIZATION) DOES NOT
EXCEED 10% OF THE TOTAL RESERVE AND LIABILITIES OF SUCH GENERAL ACCOUNT PLUS
SURPLUS (SUCH DETERMINATION TO BE MADE IN ACCORDANCE WITH SECTION I(A) OF PTCE
95-60), 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 CERTIFICATE IN PHYSICAL FORM.
PASS-THROUGH CERTIFICATE,
SERIES 1998-2
No. A-3-__
evidencing a beneficial interest in a Trust consisting primarily of the Pooled
Securities (as defined below) sold by
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
(formerly Bear Xxxxxxx Mortgage Securities Inc.)
CUSIP No. 073914 F40
First Distribution Date : August 3, 1998 Class : A-3
Assumed Final Distribution Date : May 2, 2030 Original Certificate Principal
Balance of this Certificate
("Denomination") : $ 45,622,942.00
Certificate Rate : Variable Approximate Class Original
Certificate Principal Balance : $ 45,622,942.00
THIS CERTIFIES THAT Cede & Co.
is the registered owner of the Percentage Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust"), the assets of which consist of a pool of
96 classes of mortgage backed securities (the "Pooled Securities"), the assets
of which consist primarily of (i) conventional, fixed rate, first lien mortgage
loans secured by one- to four-family residences or cooperative loans secured by
shares in cooperative corporations ("Mortgage Loans") or (ii) mortgage
certificates representing interests in 48 trusts or trust estates, the assets of
which consist primarily of Mortgage Loans sold by Structured Asset Mortgage
Investments Inc., formerly known as Bear Xxxxxxx Mortgage Securities Inc. (the
"Seller") to the Trust. The Pooled Securities were sold to the Seller by
SunAmerica Inc., a Maryland corporation, its subsidiary SunAmerica Life
Insurance Company, an Arizona corporation, and certain of the latter's
subsidiaries. The Trust was created pursuant to the Pooling Agreement dated as
of March 1, 1998 (the "Agreement"), by and between the Seller, as seller and The
Bank of New York, as trustee (the "Trustee") a summary of certain of the
pertinent provisions of which is set forth hereinafter. 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 Holder of this Certificate will be entitled to receive interest on its
Certificate Principal Balance on each monthly Distribution Date at a variable
per annum interest rate equal to the lesser of (x) 6.75% and (y) the weighted
average of the Pooled Security Interest Rates, but in no event greater than (z)
a fraction, expressed as a percentage, the numerator of which is the interest
distribution on the Pooled Securities for which both the Pooled Security
distribution and the related Pooled Security Distribution Date Information have
been received by the Trustee by the times described in the Agreement, multiplied
by twelve, and the denominator of which is the aggregate Certificate Principal
Balance of the Certificates (other than the Class A and Class PO Certificates).
The Assumed Final Distribution Date is approximately one month after the Pooled
Security Distribution Date on which the final scheduled distribution on the last
to mature of the related Pooled Securities is scheduled to be made. Since the
rate of payment of principal on the Underlying Mortgage Loans can be expected to
exceed the rate of payments used in calculating each such final scheduled
distribution, the date of the final distribution on each class of Certificates
is expected to be earlier, and could be substantially earlier, than the Assumed
Final Distribution Date. 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 Certificate
Principal Balance 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. *To be
reduced generally by the pro rata share of this Class based on the Class X-0,
Xxxxx X-0, Class A-3, Class A-4, Class A-5 and Class R-3 Certificates Principal
Balances of distributions of principal made on the Class A Certificates on the
Distribution Date and related Supplemental Distribution Date, if any, deemed to
be in June 1998. IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed. Dated: ______________
THE BANK OF NEW YORK,
Countersigned: Not in its individual capacity but solely as Trustee
By: _____________________________________________
Authorized signatory of The Bank of New York By: _____________________________
not in its individual capacity but solely as Trustee AUTHORIZED OFFICER
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
PASS-THROUGH CERTIFICATES, SERIES 1998-2
This Certificate is one of a duly authorized The Certificates are issuable only as
issue of Certificates designated as set forth on registered Certificates without coupons in the
the face hereof (the "Certificates"), issued in Classes and denominations specified in the
multiple Classes. The Certificates, in the Agreement. As provided in the Agreement and
aggregate, evidence the entire beneficial subject to certain limitations thereinset forth,
ownership interest in the Trust formed pursuant to this Certificate is exchangeable for one or more
the Agreement. new Certificates evidencing the same Class and in
the same aggregate Percentage Interest, as
The Certificateholder, by its acceptance of requested by the Holder surrendering the same.
this Certificate, agrees that it will look solely
to the Trust for payment hereunder and that the No service charge will be made to the
Trustee is not liable to the Certificateholders Certificateholders for any such registration of
for any amount payable under this Certificate or the transfer, but the Trustee may require payment of a
Agreement or, except as expressly provided in the sum sufficient to cover any tax or other
Agreement, subject to any liability under the Agreement. governmental charge payable in connection
therewith. The Seller, the Trustee and any agent
This Certificate does not purport to of them may treat the Person in whosename the
summarize the Agreement and reference is made to Certificate is registered as the owner hereof for
the Agreement for the interests, right and all purposes, and neither the Tristee nor any such
limitationa of rights, benefits, obligations and agent shall be affected by notice to the contrary.
duties evidenced hereby, and the rights, duties
and immunities of the trustee. The obligations created by the Agreement and
the Trust created thereby (other than the
The Agreement permits, with certain obligations to make payments and to send certain
exceptions therein provided, the amendment thereof notices to Certificateholders as set forth in the
and the modification of the rights of the Agreement) shall terminate upon (i) the optional
Certificateholders under the Agreement from time repurchase by the party named in the Agreement of
to time by the Seller and the Trustee with the all the Pooled Securities in accordance with the
consent of the Majority Certificateholders. Any terms of the Agreement, or (ii) the payment (or
such consent by the Holder of this Certificate provision for payment) to the Certificateholders
shall be conclusive and binding on such Holder and of all amounts held by or on behalf of the Trustee
upon all future Holders of this Certificate and of and required to be paid to them under the
any Certificate issued upon the transfer hereof or Agreement on the Final Distribution Date following
in lieu hereof whether or not notation of such the final distribution to be made on the Pooled
consent is made upon this Certificate. The Securities. Such optional repurchase may be made
Agreement also permits the amendment thereof, in only on any Distribution Date upon the
certain limited circumstances, without the consent determination, based upon an opinion of counsel,
of the Holders of any of the Certificates. that the REMIC status of any of REMIC I, REMIC II
or REMIC III has been lost or that a substantial
As provided in the Agreement and subject to risk exists that such status will be lost for the
certain limitations therein set forth, the then current year. In no event, however, will the
transfer of this Certificate is registrable with Trust created by the Agreement continue beyond the
the Trustee upon surrender of this Certificate for expiration of 21 years after the death of certain
registration of transfer at the offices or persons identified in the Agreement.
agencies maintained by the Trustee for such
purpose 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 Class and aggregate Percentage
Interest will be issued to the designated
transferee.
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.
I (We) further direct the Trustee 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.
692291v2
R-2
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., FORMERLY KNOWN AS BEAR XXXXXXX
MORTGAGE SECURITIES INC., 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 CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY
THE PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF
THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE 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.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, A
TRANSFEREE UNLESS THE PROPOSED TRANSFEREE CERTIFIES TO THE TRUSTEE THAT IT IS
NOT ACQUIRING SUCH CERTIFICATES DIRECTLY OR INDIRECTLY FOR, ON BEHALF OF OR WITH
THE ASSETS 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 IS AN INSURANCE COMPANY AND THE SOURCE OF FUNDS TO BE USED BY IT TO PAY THE
PURCHASE PRICE OF THE CERTIFICATES IS FUNDS HELD BY IT IN AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 ("PTCE 95-60") AS PUBLISHED IN 60 FED. REG. 35925 (JULY 12,
1995)) AND IT REASONABLY BELIEVES, AS OF ACQUISITION, THE AMOUNT OF RESERVES AND
LIABILITIES FOR THE GENERAL ACCOUNT CONTRACTS HELD BY OR ON BEHALF OF ANY PLAN
(AND ANY OTHER PLAN OF THE SAME EMPLOYER OR ITS AFFILIATES (AS DEFINED IN
SECTION V(A)(1) OF PTCE 95-60)) OR BY THE SAME EMPLOYEE ORGANIZATION) DOES NOT
EXCEED 10% OF THE TOTAL RESERVE AND LIABILITIES OF SUCH GENERAL ACCOUNT PLUS
SURPLUS (SUCH DETERMINATION TO BE MADE IN ACCORDANCE WITH SECTION I(A) OF PTCE
95-60), 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 CERTIFICATE IN PHYSICAL FORM.
PASS-THROUGH CERTIFICATE,
SERIES 1998-2
No. A-4-__
evidencing a beneficial interest in a Trust consisting primarily of the Pooled
Securities (as defined below) sold by
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
(fomerly Bear Xxxxxxx Mortgage Securities Inc.)
CUSIP No. 073914 F57
First Distribution Date : August 3, 1998 Class : A-4
Assumed Final Distribution Date : May 2, 2030 Original Certificate Principal
Balance of this Certificate
("Denomination") : $ 25,000,000.00
Certificate Rate : Variable Approximate Class Original
Certificate Principal Balance : $ 25,000,000.00
THIS CERTIFIES THAT Cede & Co.
is the registered owner of the Percentage Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust"), the assets of which consist of a pool of
96 classes of mortgage backed securities (the "Pooled Securities"), the assets
of which consist primarily of (i) conventional, fixed rate, first lien mortgage
loans secured by one- to four-family residences or cooperative loans secured by
shares in cooperative corporations ("Mortgage Loans") or (ii) mortgage
certificates representing interests in 48 trusts or trust estates, the assets of
which consist primarily of Mortgage Loans sold by Structured Asset Mortgage
Investments Inc., formerly known as Bear Xxxxxxx Mortgage Securities Inc. (the
"Seller") to the Trust. The Pooled Securities were sold to the Seller by
SunAmerica Inc., a Maryland corporation, its subsidiary SunAmerica Life
Insurance Company, an Arizona corporation, and certain of the latter's
subsidiaries. The Trust was created pursuant to the Pooling Agreement dated as
of March 1, 1998 (the "Agreement"), by and between the Seller, as seller and The
Bank of New York, as trustee (the "Trustee") a summary of certain of the
pertinent provisions of which is set forth hereinafter. 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 Holder of this Certificate will be entitled to receive interest on its
Certificate Principal Balance on each monthly Distribution Date at a variable
per annum interest rate equal to the lesser of (x) 6.75% and (y) the weighted
average of the Pooled Security Interest Rates, but in no event greater than (z)
a fraction, expressed as a percentage, the numerator of which is the interest
distribution on the Pooled Securities for which both the Pooled Security
distribution and the related Pooled Security Distribution Date Information have
been received by the Trustee by the times described in the Agreement, multiplied
by twelve, and the denominator of which is the aggregate Certificate Principal
Balance of the Certificates (other than the Class A and Class PO Certificates).
The Assumed Final Distribution Date is approximately one month after the Pooled
Security Distribution Date on which the final scheduled distribution on the last
to mature of the related Pooled Securities is scheduled to be made. Since the
rate of payment of principal on the Underlying Mortgage Loans can be expected to
exceed the rate of payments used in calculating each such final scheduled
distribution, the date of the final distribution on each class of Certificates
is expected to be earlier, and could be substantially earlier, than the Assumed
Final Distribution Date. 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 Certificate
Principal Balance 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. *To be
reduced generally by the pro rata share of this Class based on the Class X-0,
Xxxxx X-0, Class A-3, Class A-4, Class A-5 and Class R-3 Certificate Principal
Balances of distributions of principal made on the Class A Certificates on the
Distribution Date and related Supplemental Distribution Date, if any, deemed to
be in June 1998. IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: ______________
THE BANK OF NEW YORK,
Countersigned: Not in its individual capacity but solely as Trustee
By: _____________________________________________
Authorized signatory of The Bank of New York By: _____________________________
not in its individual capacity but solely as Trustee AUTHORIZED OFFICER
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
PASS-THROUGH CERTIFICATES, SERIES 1998-2
This Certificate is one of a duly authorized The Certificates are issuable only as
issue of Certificates designated as set forth on registered Certificates without coupons in the
the face hereof (the "Certificates"), issued in Classes and denominations specified in the
multiple Classes. The Certificates, in the Agreement. As provided in the Agreement and
aggregate, evidence the entire beneficial subject to certain limitations thereinset forth,
ownership interest in the Trust formed pursuant to this Certificate is exchangeable for one or more
the Agreement. new Certificates evidencing the same Class and in
the same aggregate Percentage Interest, as
The Certificateholder, by its acceptance of requested by the Holder surrendering the same.
this Certificate, agrees that it will look solely
to the Trust for payment hereunder and that the No service charge will be made to the
Trustee is not liable to the Certificateholders Certificateholders for any such registration of
for any amount payable under this Certificate or the transfer, but the Trustee may require payment of a
Agreement or, except as expressly provided in the sum sufficient to cover any tax or other
Agreement, subject to any liability under the Agreement. governmental charge payable in connection
therewith. The Seller, the Trustee and any agent
This Certificate does not purport to of them may treat the Person in whosename the
summarize the Agreement and reference is made to Certificate is registered as the owner hereof for
the Agreement for the interests, right and all purposes, and neither the Tristee nor any such
limitationa of rights, benefits, obligations and agent shall be affected by notice to the contrary.
duties evidenced hereby, and the rights, duties
and immunities of the trustee. The obligations created by the Agreement and
the Trust created thereby (other than the
The Agreement permits, with certain obligations to make payments and to send certain
exceptions therein provided, the amendment thereof notices to Certificateholders as set forth in the
and the modification of the rights of the Agreement) shall terminate upon (i) the optional
Certificateholders under the Agreement from time repurchase by the party named in the Agreement of
to time by the Seller and the Trustee with the all the Pooled Securities in accordance with the
consent of the Majority Certificateholders. Any terms of the Agreement, or (ii) the payment (or
such consent by the Holder of this Certificate provision for payment) to the Certificateholders
shall be conclusive and binding on such Holder and of all amounts held by or on behalf of the Trustee
upon all future Holders of this Certificate and of and required to be paid to them under the
any Certificate issued upon the transfer hereof or Agreement on the Final Distribution Date following
in lieu hereof whether or not notation of such the final distribution to be made on the Pooled
consent is made upon this Certificate. The Securities. Such optional repurchase may be made
Agreement also permits the amendment thereof, in only on any Distribution Date upon the
certain limited circumstances, without the consent determination, based upon an opinion of counsel,
of the Holders of any of the Certificates. that the REMIC status of any of REMIC I, REMIC II
or REMIC III has been lost or that a substantial
As provided in the Agreement and subject to risk exists that such status will be lost for the
certain limitations therein set forth, the then current year. In no event, however, will the
transfer of this Certificate is registrable with Trust created by the Agreement continue beyond the
the Trustee upon surrender of this Certificate for expiration of 21 years after the death of certain
registration of transfer at the offices or persons identified in the Agreement.
agencies maintained by the Trustee for such
purpose 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 Class and aggregate Percentage
Interest will be issued to the designated
transferee.
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.
I (We) further direct the Trustee 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.
692291v2
S-2
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., FORMERLY KNOWN AS BEAR XXXXXXX
MORTGAGE SECURITIES INC., 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 CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY
THE PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF
THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE TRUSTEE 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.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, A
TRANSFEREE UNLESS THE PROPOSED TRANSFEREE CERTIFIES TO THE TRUSTEE THAT IT IS
NOT ACQUIRING SUCH CERTIFICATES DIRECTLY OR INDIRECTLY FOR, ON BEHALF OF OR WITH
THE ASSETS 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 IS AN INSURANCE COMPANY AND THE SOURCE OF FUNDS TO BE USED BY IT TO PAY THE
PURCHASE PRICE OF THE CERTIFICATES IS FUNDS HELD BY IT IN AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 ("PTCE 95-60") AS PUBLISHED IN 60 FED. REG. 35925 (JULY 12,
1995)) AND IT REASONABLY BELIEVES, AS OF ACQUISITION, THE AMOUNT OF RESERVES AND
LIABILITIES FOR THE GENERAL ACCOUNT CONTRACTS HELD BY OR ON BEHALF OF ANY PLAN
(AND ANY OTHER PLAN OF THE SAME EMPLOYER OR ITS AFFILIATES (AS DEFINED IN
SECTION V(A)(1) OF PTCE 95-60)) OR BY THE SAME EMPLOYEE ORGANIZATION) DOES NOT
EXCEED 10% OF THE TOTAL RESERVE AND LIABILITIES OF SUCH GENERAL ACCOUNT PLUS
SURPLUS (SUCH DETERMINATION TO BE MADE IN ACCORDANCE WITH SECTION I(A) OF PTCE
95-60), 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 CERTIFICATE IN PHYSICAL FORM.
PASS-THROUGH CERTIFICATE,
SERIES 1998-2
No. A-5-__
evidencing a beneficial interest in a Trust consisting primarily of the Pooled
Securities (as defined below) sold by
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
(formerly Bear Xxxxxxx Mortgage Securities Inc.)
CUSIP No. 073914 F65
First Distribution Date : August 3, 1998 Class : A-5
Assumed Final Distribution Date : May 2, 2030 Original Certificate Principal
Balance of this Certificate
("Denomination") : $ 9,999,900.00
Certificate Rate : Variable Approximate Class Original
Certificate Principal Balance : $ 9,999,900.00
THIS CERTIFIES THAT Cede & Co.
is the registered owner of the Percentage Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust"), the assets of which consist of a pool of
96 classes of mortgage backed securities (the "Pooled Securities"), the assets
of which consist primarily of (i) conventional, fixed rate, first lien mortgage
loans secured by one- to four-family residences or cooperative loans secured by
shares in cooperative corporations ("Mortgage Loans") or (ii) mortgage
certificates representing interests in 48 trusts or trust estates, the assets of
which consist primarily of Mortgage Loans sold by Structured Asset Mortgage
Investments Inc., formerly known as Bear Xxxxxxx Mortgage Securities Inc. (the
"Seller") to the Trust. The Pooled Securities were sold to the Seller by
SunAmerica Inc., a Maryland corporation, its subsidiary SunAmerica Life
Insurance Company, an Arizona corporation, and certain of the latter's
subsidiaries. The Trust was created pursuant to the Pooling Agreement dated as
of March 1, 1998 (the "Agreement"), by and between the Seller, as seller and The
Bank of New York, as trustee (the "Trustee") a summary of certain of the
pertinent provisions of which is set forth hereinafter. 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 Holder of this Certificate will be entitled to receive interest on its
Certificate Principal Balance on each monthly Distribution Date at a variable
per annum interest rate equal to the lesser of (x) 6.75% and (y) the weighted
average of the Pooled Security Interest Rates, but in no event greater than (z)
a fraction, expressed as a percentage, the numerator of which is the interest
distribution on the Pooled Securities for which both the Pooled Security
distribution and the related Pooled Security Distribution Date Information have
been received by the Trustee by the times described in the Agreement, multiplied
by twelve, and the denominator of which is the aggregate Certificate Principal
Balance of the Certificates (other than the Class A and Class PO Certificates).
The Assumed Final Distribution Date is approximately one month after the Pooled
Security Distribution Date on which the final scheduled distribution on the last
to mature of the related Pooled Securities is scheduled to be made. Since the
rate of payment of principal on the Underlying Mortgage Loans can be expected to
exceed the rate of payments used in calculating each such final scheduled
distribution, the date of the final distribution on each class of Certificates
is expected to be earlier, and could be substantially earlier, than the Assumed
Final Distribution Date. 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 Certificate
Principal Balance 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. *To be
reduced generally by the pro rata share of this Class based on the Class X-0,
Xxxxx X-0, Class A-3, Class A-4, Class A-5 and Class R-3 Certificate Principal
Balances of distributions of principal made on the Class A Certificates on the
Distribution Date and related Supplemental Distribution Date, if any, deemed to
be in June 1998. IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: ______________
THE BANK OF NEW YORK,
Countersigned: Not in its individual capacity but solely as Trustee
By: _____________________________________________
Authorized signatory of The Bank of New York By: _____________________________
not in its individual capacity but solely as Trustee AUTHORIZED OFFICER
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
PASS-THROUGH CERTIFICATES, SERIES 1998-2
This Certificate is one of a duly authorized The Certificates are issuable only as
issue of Certificates designated as set forth on registered Certificates without coupons in the
the face hereof (the "Certificates"), issued in Classes and denominations specified in the
multiple Classes. The Certificates, in the Agreement. As provided in the Agreement and
aggregate, evidence the entire beneficial subject to certain limitations thereinset forth,
ownership interest in the Trust formed pursuant to this Certificate is exchangeable for one or more
the Agreement. new Certificates evidencing the same Class and in
the same aggregate Percentage Interest, as
The Certificateholder, by its acceptance of requested by the Holder surrendering the same.
this Certificate, agrees that it will look solely
to the Trust for payment hereunder and that the No service charge will be made to the
Trustee is not liable to the Certificateholders Certificateholders for any such registration of
for any amount payable under this Certificate or the transfer, but the Trustee may require payment of a
Agreement or, except as expressly provided in the sum sufficient to cover any tax or other
Agreement, subject to any liability under the Agreement. governmental charge payable in connection
therewith. The Seller, the Trustee and any agent
This Certificate does not purport to of them may treat the Person in whosename the
summarize the Agreement and reference is made to Certificate is registered as the owner hereof for
the Agreement for the interests, right and all purposes, and neither the Tristee nor any such
limitationa of rights, benefits, obligations and agent shall be affected by notice to the contrary.
duties evidenced hereby, and the rights, duties
and immunities of the trustee. The obligations created by the Agreement and
the Trust created thereby (other than the
The Agreement permits, with certain obligations to make payments and to send certain
exceptions therein provided, the amendment thereof notices to Certificateholders as set forth in the
and the modification of the rights of the Agreement) shall terminate upon (i) the optional
Certificateholders under the Agreement from time repurchase by the party named in the Agreement of
to time by the Seller and the Trustee with the all the Pooled Securities in accordance with the
consent of the Majority Certificateholders. Any terms of the Agreement, or (ii) the payment (or
such consent by the Holder of this Certificate provision for payment) to the Certificateholders
shall be conclusive and binding on such Holder and of all amounts held by or on behalf of the Trustee
upon all future Holders of this Certificate and of and required to be paid to them under the
any Certificate issued upon the transfer hereof or Agreement on the Final Distribution Date following
in lieu hereof whether or not notation of such the final distribution to be made on the Pooled
consent is made upon this Certificate. The Securities. Such optional repurchase may be made
Agreement also permits the amendment thereof, in only on any Distribution Date upon the
certain limited circumstances, without the consent determination, based upon an opinion of counsel,
of the Holders of any of the Certificates. that the REMIC status of any of REMIC I, REMIC II
or REMIC III has been lost or that a substantial
As provided in the Agreement and subject to risk exists that such status will be lost for the
certain limitations therein set forth, the then current year. In no event, however, will the
transfer of this Certificate is registrable with Trust created by the Agreement continue beyond the
the Trustee upon surrender of this Certificate for expiration of 21 years after the death of certain
registration of transfer at the offices or persons identified in the Agreement.
agencies maintained by the Trustee for such
purpose 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 Class and aggregate Percentage
Interest will be issued to the designated
transferee.
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.
I (We) further direct the Trustee 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.
692291v2
T-2
EXHIBIT L2
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
STRUCTURED ASSET MORTGAGE INVESTMENTS INC., FORMERLY KNOWN AS BEAR XXXXXXX
MORTGAGE SECURITIES INC., 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 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 860E(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, STRUCTURED ASSET MORTGAGE INVESTMENTS INC. SHALL, WITHOUT FURTHER
ACTION ON THE PART OF THE HOLDER OF THE RESIDUAL CERTIFICATE BE EMPOWERED, TO
THE FULLEST EXTENT POSSIBLE AND AS IF IT 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
4.05(c) OF THE AGREEMENT REFERRED TO BELOW WITHOUT THE PRIOR WRITTEN CONSENT OF
THE BANK OF NEW YORK, ACTING FOR THE TAX MATTERS PERSON.
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY
THE PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF
THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
TRUSTEE NAMED HEREIN.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, A
TRANSFEREE UNLESS THE PROPOSED TRANSFEREE CERTIFIES TO THE TRUSTEE THAT IT IS
NOT ACQUIRING SUCH CERTIFICATES DIRECTLY OR INDIRECTLY FOR, ON BEHALF OF OR WITH
THE ASSETS 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 IS AN INSURANCE COMPANY AND THE SOURCE OF FUNDS TO BE USED BY IT TO PAY THE
PURCHASE PRICE OF THE CERTIFICATES IS FUNDS HELD BY IT IN AN "INSURANCE COMPANY
GENERAL ACCOUNT" (AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 ("PTCE 95-60") AS PUBLISHED IN 60 FED. REG. 35925 (JULY 12,
1995)) AND IT REASONABLY BELIEVES, AS OF ACQUISITION, THE AMOUNT OF RESERVES AND
LIABILITIES FOR THE GENERAL ACCOUNT CONTRACTS HELD BY OR ON BEHALF OF ANY PLAN
(AND ANY OTHER PLAN OF THE SAME EMPLOYER OR ITS AFFILIATES (AS DEFINED IN
SECTION V(A)(1) OF PTCE 95-60)) OR BY THE SAME EMPLOYEE ORGANIZATION) DOES NOT
EXCEED 10% OF THE TOTAL RESERVE AND LIABILITIES OF SUCH GENERAL ACCOUNT PLUS
SURPLUS (SUCH DETERMINATION TO BE MADE IN ACCORDANCE WITH SECTION I(A) OF PTCE
95-60), 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 CERTIFICATE IN PHYSICAL FORM.
PASS-THROUGH CERTIFICATE,
SERIES 1998-2
No. R-3-
evidencing a beneficial interest in a Trust consisting primarily of the Pooled
Securities (as defined below) sold by
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
(fomerly Bear Xxxxxxx Mortgage Securities Inc.)
CUSIP No. 073914 F73
First Distribution Date : August 3, 1998 Class : R-3
Assumed Final Distribution Date : May 2, 2030 Original Certificate Principal Balance
of this Certificate
("Denomination") : $100.76*
Certificate Rate : Variable Approximate Original Class
Certificate Principal Balance : $100.76*
THIS CERTIFIES THAT
is the registered owner of the Percentage Interest evidenced hereby in the
beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust"), the assets of which consist of a pool of
96 classes of mortgage backed securities (the "Pooled Securities"), the assets
of which consist primarily of (i) conventional, fixed rate, first lien mortgage
loans secured by one- to four-family residences or cooperative loans secured by
shares in cooperative corporations ("Mortgage Loans") or (ii) mortgage
certificates representing interests in 48 trusts or trust estates, the assets of
which consist primarily of Mortgage Loans sold by Structured Asset Mortgage
Investments Inc., formerly known as Bear Xxxxxxx Mortgage Securities Inc. (the
"Seller") to the Trust. The Pooled Securities were sold to the Seller by
SunAmerica Inc., a Maryland corporation, its subsidiary SunAmerica Life
Insurance Company, an Arizona corporation, and certain of the latter's
subsidiaries. The Trust was created pursuant to the Pooling Agreement dated as
of March 1, 1998 (the "Agreement"), by and between the Seller, as seller and The
Bank of New York, as trustee (the "Trustee") a summary of certain of the
pertinent provisions of which is set forth hereinafter. 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 Holder of this Certificate will be entitled to receive interest on its
Certificate Principal Balance on each monthly Distribution Date at a variable
per annum interest rate equal to the lesser of (x) 6.75% and (y) the weighted
average of the Pooled Security Interest Rates, but in no event greater than (z)
a fraction, expressed as a percentage, the numerator of which is the interest
distribution on the Pooled Securities for which both the Pooled Security
distribution and the related Pooled Security Distribution Date Information have
been received by the Trustee by the times described in the Agreement, multiplied
by twelve, and the denominator of which is the aggregate Certificate Principal
Balance of the Certificates (other than the Class A and Class PO Certificates).
The Assumed Final Distribution Date is approximately one month after the Pooled
Security Distribution Date on which the final scheduled distribution on the last
to mature of the related Pooled Securities is scheduled to be made. Since the
rate of payment of principal on the Underlying Mortgage Loans can be expected to
exceed the rate of payments used in calculating each such final scheduled
distribution, the date of the final distribution on each class of Certificates
is expected to be earlier, and could be substantially earlier, than the Assumed
Final Distribution Date. The holder of this Certificate is also entitled to
receive any remaining assets of REMIC III after all other Classes of New
Certificates have been paid in full. 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
Certificate Principal Balance 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. *To be reduced generally by the pro rates share of this
Class based on the Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-5 and
Class R-3 Certificate Principal Balances of distributions of principal made on
the Class A Certificates on the Distribution Date and related Supplemental
Distribution Date, if any, deemed to be in June 1998. IN WITNESS WHEREOF, the
Trustee has caused this Certificate to be duly executed.
Dated: _________________
THE BANK OF NEW YORK,
Countersigned: Not in its individual capacity but solely as Trustee
By_____________________________________________
Authorized signatory of The Bank of New York By: _____________________________
not in its individual capacity but solely as Trustee AUTHORIZED OFFICER
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
PASS-THROUGH CERTIFICATES, SERIES 1998-2
This Certificate is one of a duly authorized The Certificates are issuable only as
issue of Certificates designated as set forth on registered Certificates without coupons in the
the face hereof (the "Certificates"), issued in Classes and denominations specified in the
multiple Classes. The Certificates, in the Agreement. As provided in the Agreement and
aggregate, evidence the entire beneficial subject to certain limitations thereinset forth,
ownership interest in the Trust formed pursuant to this Certificate is exchangeable for one or more
the Agreement. new Certificates evidencing the same Class and in
the same aggregate Percentage Interest, as
The Certificateholder, by its acceptance of requested by the Holder surrendering the same.
this Certificate, agrees that it will look solely
to the Trust for payment hereunder and that the No service charge will be made to the
Trustee is not liable to the Certificateholders Certificateholders for any such registration of
for any amount payable under this Certificate or the transfer, but the Trustee may require payment of a
Agreement or, except as expressly provided in the sum sufficient to cover any tax or other
Agreement, subject to any liability under the Agreement. governmental charge payable in connection
therewith. The Seller, the Trustee and any agent
This Certificate does not purport to of them may treat the Person in whosename the
summarize the Agreement and reference is made to Certificate is registered as the owner hereof for
the Agreement for the interests, right and all purposes, and neither the Tristee nor any such
limitationa of rights, benefits, obligations and agent shall be affected by notice to the contrary.
duties evidenced hereby, and the rights, duties
and immunities of the trustee. The obligations created by the Agreement and
the Trust created thereby (other than the
The Agreement permits, with certain obligations to make payments and to send certain
exceptions therein provided, the amendment thereof notices to Certificateholders as set forth in the
and the modification of the rights of the Agreement) shall terminate upon (i) the optional
Certificateholders under the Agreement from time repurchase by the party named in the Agreement of
to time by the Seller and the Trustee with the all the Pooled Securities in accordance with the
consent of the Majority Certificateholders. Any terms of the Agreement, or (ii) the payment (or
such consent by the Holder of this Certificate provision for payment) to the Certificateholders
shall be conclusive and binding on such Holder and of all amounts held by or on behalf of the Trustee
upon all future Holders of this Certificate and of and required to be paid to them under the
any Certificate issued upon the transfer hereof or Agreement on the Final Distribution Date following
in lieu hereof whether or not notation of such the final distribution to be made on the Pooled
consent is made upon this Certificate. The Securities. Such optional repurchase may be made
Agreement also permits the amendment thereof, in only on any Distribution Date upon the
certain limited circumstances, without the consent determination, based upon an opinion of counsel,
of the Holders of any of the Certificates. that the REMIC status of any of REMIC I, REMIC II
or REMIC III has been lost or that a substantial
As provided in the Agreement and subject to risk exists that such status will be lost for the
certain limitations therein set forth, the then current year. In no event, however, will the
transfer of this Certificate is registrable with Trust created by the Agreement continue beyond the
the Trustee upon surrender of this Certificate for expiration of 21 years after the death of certain
registration of transfer at the offices or persons identified in the Agreement.
agencies maintained by the Trustee for such
purpose 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 Class and aggregate Percentage
Interest will be issued to the designated
transferee.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
---------------------------------------------------------------
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(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.
I (We) further direct the Trustee 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.
692291v2
U-2
