STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer,
and
FIRST UNION NATIONAL BANK, as Trustee
___________________________
TRUST AGREEMENT
Dated as of January 1, 1998
___________________________
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-1
TABLE OF CONTENTS
Section Page
ARTICLE I
DEFINITIONS
1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.02. Calculations Respecting Mortgage Loans . . . . . . . . . . . . . . 34
1.03. Calculations Respecting Accrued Interest . . . . . . . . . . . . . 34
ARTICLE II
DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES
2.01. Creation and Declaration of Trust Fund; Conveyance of
Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . 34
2.02. Acceptance of Trust Fund by Trustee: Review of
Documentation for Trust Fund . . . . . . . . . . . . . . . . . . 38
2.03. Representations and Warranties of the Depositor . . . . . . . . . 40
2.04. Discovery of Breach . . . . . . . . . . . . . . . . . . . . . . . 41
2.05. Repurchase, Purchase or Substitution of Mortgage Loans . . . . . . 42
2.06. Modification of Mortgage Loan . . . . . . . . . . . . . . . . . . 43
2.07. Grant Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
ARTICLE III
THE CERTIFICATES
3.01. The Certificates . . . . . . . . . . . . . . . . . . . . . . . . . 45
3.02. Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
3.03. Transfer and Exchange of Certificates . . . . . . . . . . . . . . 46
3.04. Cancellation of Certificates . . . . . . . . . . . . . . . . . . . 49
3.05. Replacement of Certificates . . . . . . . . . . . . . . . . . . . 49
3.06. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . 50
3.07. Temporary Certificates . . . . . . . . . . . . . . . . . . . . . . 50
3.08. Appointment of Paying Agent . . . . . . . . . . . . . . . . . . . 51
3.09. Book-Entry Certificates . . . . . . . . . . . . . . . . . . . . . 51
ARTICLE IV
ADMINISTRATION OF THE TRUST FUND
4.01. Collection Account . . . . . . . . . . . . . . . . . . . . . . . . 53
4.02. Application of Funds in the Collection Account . . . . . . . . . . 55
4.03. Reports to Certificateholders . . . . . . . . . . . . . . . . . . 57
4.04. Certificate Account . . . . . . . . . . . . . . . . . . . . . . . 60
4.05. Determination of LIBOR . . . . . . . . . . . . . . . . . . . . . . 61
4.06. The Interest Reserve Fund . . . . . . . . . . . . . . . . . . . . 62
ARTICLE V
DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
5.01. Distributions Generally . . . . . . . . . . . . . . . . . . . . . 63
5.02. Distributions from the Certificate Account . . . . . . . . . . . . 64
5.03. Allocation of Realized Losses . . . . . . . . . . . . . . . . . . 67
5.04. Advances by Master Servicer and Trustee . . . . . . . . . . . . . 69
5.05. Distributions of Principal on Redemption Certificates . . . . . . 70
5.06. Compensating Interest Payments . . . . . . . . . . . . . . . . . . 76
5.07. The Certificate Insurance Policy . . . . . . . . . . . . . . . . . 76
ARTICLE VI
CONCERNING THE TRUSTEE; EVENTS OF DEFAULT
6.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . 79
6.02. Certain Matters Affecting the Trustee . . . . . . . . . . . . . . 81
6.03. Trustee Not Liable for Certificates . . . . . . . . . . . . . . . 82
6.04. Trustee May Own Certificates . . . . . . . . . . . . . . . . . . . 83
6.05. Eligibility Requirements for Trustee . . . . . . . . . . . . . . . 83
6.06. Resignation and Removal of Trustee . . . . . . . . . . . . . . . . 83
6.07. Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . 84
6.08. Merger or Consolidation of Trustee . . . . . . . . . . . . . . . . 85
6.09. Appointment of Co-Trustee, Separate Trustee or Custodian . . . . . 85
6.10. Authenticating Agents . . . . . . . . . . . . . . . . . . . . . . 87
6.11. Indemnification of Trustee . . . . . . . . . . . . . . . . . . . . 88
6.12. Fees and Expenses of Trustee . . . . . . . . . . . . . . . . . . . 89
6.13. Collection of Monies . . . . . . . . . . . . . . . . . . . . . . . 89
6.14. Trustee To Act; Appointment of Successor . . . . . . . . . . . . . 89
6.15. Additional Remedies of Trustee Upon Event of Default . . . . . . . 94
6.16. Waiver of Defaults . . . . . . . . . . . . . . . . . . . . . . . . 94
6.17. Notification to Holders . . . . . . . . . . . . . . . . . . . . . 94
6.18. Directions by Certificateholders and Duties of Trustee
During Event of Default . . . . . . . . . . . . . . . . . . . . . 94
6.19. Action Upon Certain Failures of the Master Servicer and
Upon Event of Default . . . . . . . . . . . . . . . . . . . . . . 95
ARTICLE VII
PURCHASE AND TERMINATION
OF THE TRUST FUND
7.01. Termination of Trust Fund Upon Repurchase or Liquidation
of All Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . 95
7.02. Procedure Upon Termination of Trust Fund . . . . . . . . . . . . . 97
7.03. Additional Trust Fund Termination Requirements . . . . . . . . . . 98
ARTICLE VIII
RIGHTS OF CERTIFICATEHOLDERS
8.01. Limitation on Rights of Holders . . . . . . . . . . . . . . . . . 99
8.02. Access to List of Holders . . . . . . . . . . . . . . . . . . . . 100
8.03. Acts of Holders of Certificates . . . . . . . . . . . . . . . . . 101
ARTICLE IX
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
BY THE MASTER SERVICER
9.01. Duties of the Master Servicer . . . . . . . . . . . . . . . . . . 102
9.02. Master Servicer Fidelity Bond and Master Servicer Errors
and Omissions Insurance Policy . . . . . . . . . . . . . . . . . 102
9.03. Master Servicer's Financial Statements and Related
Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
9.04. Power to Act; Procedures . . . . . . . . . . . . . . . . . . . . . 103
9.05. Servicing Agreements Between the Master Servicer and
Servicers; Enforcement of Servicers' Obligations . . . . . . . . 105
9.06. Collection of Taxes, Assessments and Similar Items . . . . . . . . 106
9.07. Termination of Servicing Agreements; Successor Servicers . . . . . 107
9.08. Master Servicer Liable for Enforcement . . . . . . . . . . . . . . 107
9.09. No Contractual Relationship Between Servicers and Trustee
or Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . 107
9.10. Assumption of Servicing Agreement by Trustee . . . . . . . . . . . 108
9.11. "Due-on-Sale" Clauses; Assumption Agreements . . . . . . . . . . . 108
9.12. Release of Mortgage Files . . . . . . . . . . . . . . . . . . . . 108
9.13. Documents, Records and Funds in Possession of Master
Servicer To Be Held for Trustee . . . . . . . . . . . . . . . . . 110
9.14. Representations and Warranties of the Master Servicer . . . . . . 111
9.15. Closing Certificate and Opinion . . . . . . . . . . . . . . . . . 114
9.16. Standard Hazard and Flood Insurance Policies . . . . . . . . . . . 114
9.17. Presentment of Claims and Collection of Proceeds . . . . . . . . . 115
9.18. Maintenance of the Primary Mortgage Insurance Policies . . . . . . 115
9.19. Trustee To Retain Possession of Certain Insurance Policies
and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . 116
9.20. Realization Upon Defaulted Mortgage Loans . . . . . . . . . . . . 116
9.21. Compensation to the Master Servicer . . . . . . . . . . . . . . . 116
9.22. REO Property . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
9.23. Preparation of Tax Returns and Other Reports . . . . . . . . . . . 117
9.24. Reports to the Trustee . . . . . . . . . . . . . . . . . . . . . . 118
9.25. Annual Officer's Certificate as to Compliance . . . . . . . . . . 119
9.26. Annual Independent Accountants' Servicing Report . . . . . . . . . 120
9.27. Merger or Consolidation . . . . . . . . . . . . . . . . . . . . . 120
9.28. Resignation of Master Servicer . . . . . . . . . . . . . . . . . . 120
9.29. Assignment or Delegation of Duties by the Master Servicer . . . . 121
9.30. Limitation on Liability of the Master Servicer and Others . . . . 121
9.31. Indemnification; Third-Party Claims . . . . . . . . . . . . . . . 122
ARTICLE X
REMIC ADMINISTRATION
10.01. REMIC Administration . . . . . . . . . . . . . . . . . . . . . . 122
10.02. Prohibited Transactions and Activities . . . . . . . . . . . . . 125
10.03. Indemnification with Respect to Certain Taxes and Loss of
REMIC Status . . . . . . . . . . . . . . . . . . . . . . . . . . 126
10.04. REO Property . . . . . . . . . . . . . . . . . . . . . . . . . . 126
ARTICLE XI
MISCELLANEOUS PROVISIONS . . . . . . . . . . . 128
11.01. Binding Nature of Agreement; Assignment . . . . . . . . . . . . . 128
11.02. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . 128
11.03. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128
11.04. Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 129
11.05. Provision of Information . . . . . . . . . . . . . . . . . . . . 129
11.06. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 130
11.07. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130
11.08. Severability of Provisions . . . . . . . . . . . . . . . . . . . 131
11.09. Indulgences; No Waivers . . . . . . . . . . . . . . . . . . . . . 131
11.10. Headings Not To Affect Interpretation . . . . . . . . . . . . . . 131
11.11. Benefits of Agreement . . . . . . . . . . . . . . . . . . . . . . 131
11.12. Special Notices to the Rating Agencies. . . . . . . . . . . . . . 131
11.13. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 132
11.14. Transfer of Servicing . . . . . . . . . . . . . . . . . . . . . . 132
11.15. Matters Relating to the Certificate Insurance Policy . . . . . . 134
ATTACHMENTS
Exhibit A Forms of Certificates
Exhibit B-1 Form of Trustee Initial Certification
Exhibit B-2 Form of Trustee Interim Certification
Exhibit B-3 Form of Trustee Final Certification
Exhibit B-4 Form of Endorsement
Exhibit C Request for Release of Documents and Receipt
Exhibit D-l Residual Certificate Transfer Affidavit (Transferee)
Exhibit D-2 Residual Certificate Transfer Affidavit (Transferor)
Exhibit E Servicing Agreements
Exhibit F Form of Rule 144A Transfer Certificate
Exhibit G Form of Purchaser's Letter for Institutional Accredited
Investors
Exhibit H Form of ERISA Transfer Affidavit
Exhibit I Monthly Remittance Advice
Exhibit J Monthly Electronic Data Transmission
Exhibit K Custodial Agreements
Exhibit L Form of Certificate Insurance Policy
Exhibit M Insurance Agreement
Schedule A Mortgage Loan Schedule
Schedule B Principal Amount Schedules
This TRUST AGREEMENT, dated as of January 1, 1998 (the "Agreement"), is
by and among STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation,
as depositor (the "Depositor"), NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as master servicer (the "Master Servicer"), and FIRST UNION NATIONAL BANK, a
national banking association with its main office in Charlotte, North
Carolina, as trustee (the "Trustee").
PRELIMINARY STATEMENT
The Depositor has acquired the Mortgage Loans from Xxxxxx Capital, A
Division of Xxxxxx Brothers Holdings Inc. (the "Seller"), and at the Closing
Date is the owner of the Mortgage Loans and the other property being conveyed
by it to the Trustee for inclusion in the Trust Fund. On the Closing Date,
the Depositor will acquire the Certificates from the Trust Fund, as
consideration for its transfer to the Trust Fund of the Mortgage Loans and
the other property constituting the Trust Fund. The Depositor has duly
authorized the execution and delivery of this Agreement to provide for the
conveyance to the Trustee of the Mortgage Loans and the other property
constituting the Trust Fund. All covenants and agreements made by the
Depositor, the Master Servicer and the Trustee herein with respect to the
Mortgage Loans and the other property constituting the Trust Fund are for the
benefit of the Certificate Insurer and the Holders from time to time of the
Certificates. The Depositor and the Master Servicer are entering into this
Agreement, and the Trustee is accepting the Trust Fund created hereby, for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged.
The following table sets forth the Class designation, Certificate
Interest Rate, initial Class Certificate Principal Amount and minimum
denomination for each Class of Certificates comprising the interests in the
Trust Fund created hereunder.
Initial Certificate Principal Minimum
Class Designation Certificate Interest Rate Amount Denominations
Class A1 (1) $340,043,200.00 $100,000
Class A2 (2) (3)
Class B1 (4) $5,327,000.00 250,000
Class B2 (4) $3,906,000.00 250,000
Class B3 (4) $2,841,000.00 250,000
Class B4 (4) $3,019,501.66 250,000
Class R1 (5) 100.00 100
Class R2 (5) 100.00 100
___________________________
(1) The Certificate Interest Rate with respect to any Distribution Date for
the Class A1 Certificates is a per annum variable rate equal to LIBOR
for the related LIBOR Determination Date plus .40%, subject to a maximum
rate of 10.50% per annum, and subject to any LIBOR Rate Shortfalls.
(2) The Certificate Interest Rate with respect to any Distribution Date for
the Class A2 Certificates is a per annum variable rate equal to the
Adjusted Pool Rate for such Distribution Date less the Class A1
Certificate Interest Rate for such date, subject to a minimum rate of
0.00% and a maximum rate equal to the Adjusted Pool Rate for such date.
(3) The Class A2 Certificates will accrue interest on an Aggregate Notional
Amount equal, with respect to any Distribution Date, to the Class
Certificate Principal Amount of the Class A1 Certificates immediately
prior to such Date.
(4) The Certificate Interest Rate with respect to any Distribution Date for
the Class B1, Class B2, Class B3 and Class B4 Certificates is a per
annum variable rate equal to the Pool Rate for such date.
(5) The Certificate Interest Rate with respect to any Distribution Date for
the Class R1 and Class R2 Certificates is a per annum variable rate
equal to the Adjusted Pool Rate for such date.
As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled
Principal Balance of $355,136,701.66
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee hereby agree as follows:
ARTICLE I.
DEFINITIONS
Section 1.01. Definitions. The following words and phrases, unless the
context otherwise requires, shall have the following meanings:
Accepted Servicing Practices: With respect to any Mortgage Loan, as
applicable, either (x) those customary mortgage servicing practices of
prudent mortgage servicing institutions that service or master service
mortgage loans of the same type and quality as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located, to the extent
applicable to the Trustee or the Master Servicer (except in its capacity as
successor to a Servicer), or (y) as provided in the applicable Servicing
Agreement, to the extent applicable to any Servicer.
Accountant: A person engaged in the practice of accounting who (except
when this Agreement provides that an Accountant must be Independent) may be
employed by or affiliated with the Depositor or an Affiliate of the
Depositor.
Accretion Directed Certificate: None.
Accretion Termination Date: The earlier of (i) the Credit Support
Depletion Date and (ii) the date on which the Class Certificate Principal
Amount of each Class of Accretion Directed Certificates has been reduced to
zero.
Accrual Amount: As to any Class of Accrual Certificates and any Accrual
Component and each Distribution Date through the Credit Support Depletion
Date, the sum of (x) any amount of Accrued Certificate Interest allocable to
such Class or Component pursuant to Section 5.02(a)(ii) on such Distribution
Date and (y) any Interest Shortfall allocable to such Class or Component
pursuant to Section 5.02(a)(iii) on such Distribution Date. As to any Class
of Accrual Certificates and any Accrual Component and each Distribution Date
after the Credit Support Depletion Date, zero.
Accrual Certificate: None.
Accrual Component: None.
Accrued Certificate Interest: As to any Class of Certificates or
Component and any Distribution Date, the product of the Certificate Interest
Rate or Component Interest Rate for such Class of Certificates or Component
and the outstanding Class Certificate Principal Amount (or Aggregate Notional
Amount) or Component Principal Amount of such Class of Certificates or
Component immediately preceding such Distribution Date, as reduced by (i)
such Class's or Component's pro rata share of the interest portion of any
Excess Losses for such date and, after the Credit Support Depletion Date, any
Realized Losses for such date, but only, in the case of the Insured
Certificates, to the extent that such amounts are not paid as required under
the Certificate Insurance Policy, (ii) such Class's or Component's pro rata
share of any Relief Act Reduction with respect to the related Mortgage Pool
for such date and (iii) any Deferred Interest allocated to such Class or
Component on such date.
Additional Collateral: None.
Adjusted Pool Rate: With respect to any Distribution Date, the Pool
Rate for such date reduced by the Ambac Premium Rate.
Advance: An advance of the aggregate of payments of principal and
interest (net of the applicable Servicing Fee) on one or more Mortgage Loans
that were due on the Due Date in the related Due Period and not received as
of the close of business on the related Determination Date, required to be
made by or on behalf of the Master Servicer and any Servicer (or by the
Trustee) pursuant to Section 5.04.
Affiliate: With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with
respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
Aggregate Ambac Premium: As to any Distribution Date, the sum of (a)
the Ambac Premium for such Distribution Date and (b) the amount of any Ambac
Premium that was not distributed to the Certificate Insurer on any prior
Distribution Date.
Aggregate Master Servicing Compensation: As to any Distribution Date,
the sum of all income and gain realized from the investment of funds in the
Collection Account during the period from and including the Deposit Date in
the calendar month immediately preceding the month in which such Distribution
Date occurs, to but excluding the Deposit Date relating to such Distribution
Date.
Aggregate Notional Amount: With respect to any Class of Notional
Certificates, the aggregate notional amount described in the Preliminary
Statement hereto.
Aggregate Principal Balance: The aggregate of the Scheduled Principal
Balances for all Mortgage Loans at the date of determination.
Aggregate Voting Interests: The aggregate of the Voting Interests of
all the Certificates under this Agreement.
Agreement: This Trust Agreement and all amendments and supplements
hereto.
Ambac Premium: With respect to any Distribution Date, and with respect
to the Certificate Insurance Policy, an amount equal to 1/12th of the product
of (a) the aggregate Class Certificate Principal Amount of the Insured
Certificates as of the immediately preceding Distribution Date (after giving
effect to any distributions of principal to be made on such Distribution
Date) and (b) the Ambac Premium Rate; provided that on the Closing Date the
initial Ambac Premium will be equal to 1/12th of the product of the (i) Ambac
Premium Rate and (ii) the Class Certificate Principal Amount of the Insured
Certificates as of the Cut-off Date.
Ambac Premium Rate: As specified in the Insurance Agreement.
Appraised Value: With respect to any Mortgage Loan, the amount set
forth in an appraisal made in connection with the origination of such
Mortgage Loan as the value of the related Mortgaged Property.
Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is located to
reflect the sale of the Mortgage to the Trustee, which assignment, notice of
transfer or equivalent instrument may be in the form of one or more blanket
assignments covering the Mortgage Loans secured by Mortgaged Properties
located in the same jurisdiction, if permitted by law; provided, however,
that the Trustee shall not be responsible for determining whether any such
assignment is in recordable form.
Authenticating Agent: Any authenticating agent appointed by the Trustee
pursuant to Section 6.10.
Authorized Officer: Any Person who may execute an Officer's Certificate
on behalf of the Depositor.
Available Distribution Amount: On any Distribution Date and with
respect to each Mortgage Pool, the sum of the following amounts:
(1) the total amount of all cash received by the Master Servicer
through the related Latest Remittance Date and deposited by the Master
Servicer by the Deposit Date for such Distribution Date on the related
Mortgage Loans (including proceeds of any Insurance Policy and any other
credit support relating to such Mortgage Loans), plus all Advances made
by the Master Servicer or any Servicer (or the Trustee) for such
Distribution Date, any Compensating Interest Payment for such date and
any amounts paid by any Servicer in respect of Prepayment Interest
Shortfalls for such date, but not including:
(a) all amounts distributed pursuant to Section 5.02 on prior
Distribution Dates;
(b) all Scheduled Payments of principal and interest
collected but due on a date subsequent to the related Due Period;
(c) all Principal Prepayments received or identified by the
Master Servicer after the related Prepayment Period (together with
any interest payments received with such prepayments to the extent
that they represent the payment of interest accrued on the related
Mortgage Loans for the period subsequent to the related Prepayment
Period);
(d) any other unscheduled collection, including Liquidation
Proceeds and Insurance Proceeds, received by the Master Servicer
after the applicable Prepayment Period; and
(e) all amounts due or reimbursable to the Master Servicer or
any Servicer pursuant to the terms of this Agreement or the
applicable Servicing Agreement; and
(2) any other payment made by the Master Servicer, any Servicer,
the Seller, the Depositor or any other Person with respect to such
Distribution Date (including the Purchase Price with respect to any
Mortgage Loan in the related Mortgage Pool repurchased by the Seller,
the Depositor or any other Person and the purchase price for any
Converted Mortgage Loan purchased from the Trust Fund).
Bankruptcy: As to any Person, the making of an assignment for the
benefit of creditors, the filing of a voluntary petition in bankruptcy,
adjudication as a bankrupt or insolvent, the entry of an order for relief in
a bankruptcy or insolvency proceeding, the seeking of reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief, or seeking, consenting to or acquiescing in the appointment of a
trustee, receiver or liquidator, dissolution, or termination, as the case may
be, of such Person pursuant to the provisions of either the United States
Bankruptcy Code of 1986, as amended, or any other similar state laws.
Bankruptcy Coverage Termination Date: The Distribution Date on which
the related Bankruptcy Loss Limit has been reduced to zero (or less than
zero).
Bankruptcy Loss Limit: As of the Cut-off Date, $100,000, which amount
shall be reduced from time to time by the amount of Bankruptcy Losses
allocated to the Certificates.
Bankruptcy Losses: With respect to the Mortgage Loans, losses arising
from a proceeding under the United States Bankruptcy Code or any other
similar state law or other proceeding with respect to the Mortgagor of or
Mortgaged Property under a Mortgage Loan, including without limitation any
such loss arising from (a) the difference between (i) the principal amount
that would have been due under the original scheduled payments of principal
and interest due on the related Mortgage Loan and (ii) the value established
in the relevant court with respect to such Mortgaged Property, including
without limitation a Deficient Valuation, or (b) a Debt Service Reduction.
Benefit Plan Opinion: An Opinion of Counsel satisfactory to the Trustee
to the effect that any proposed transfer will not (i) cause the assets of the
Trust Fund to be regarded as plan assets for purposes of the Plan Asset
Regulations or (ii) give rise to any fiduciary duty on the part of the
Depositor or the Trustee.
Blanket Mortgage: The mortgage or mortgages encumbering a Cooperative
Property.
Book-Entry Certificates: Beneficial interests in Certificates
designated as "Book-Entry Certificates" in this Agreement, ownership and
transfers of which shall be evidenced or made through book entries by a
Clearing Agency as described in Section 3.09; provided, that after the
occurrence of a condition whereupon book-entry registration and transfer are
no longer permitted and Definitive Certificates are to be issued to
Certificate Owners, such Book-Entry Certificates shall no longer be
"Book-Entry Certificates." As of the Closing Date, the Class A1 Certificates
constitute Book-Entry Certificates.
BBA: The British Bankers' Association.
Business Day: Any day other than (i) a Saturday or a Sunday, (ii) a day
on which banking institutions in New York, New York or, if other than New
York, the city in which the Corporate Trust Office of the Trustee or the
principal master servicing office of the Master Servicer is located, or (iii)
with respect to any Remittance Date or any Servicer reporting date, the
States specified in the definition of "Business Day" in the applicable
Servicing Agreement, are in each case authorized or obligated by law or
executive order to be closed.
Carryover LIBOR Rate Shortfall: As to any Distribution Date and the
Class A1 Certificates, the amount, if any, by which the aggregate of LIBOR
Rate Shortfalls for such Class for prior Distribution Dates is in excess of
the aggregate amounts distributed to such Class on prior Distribution Dates
from the Interest Reserve Fund in respect of such shortfalls.
Certificate: Any one of the certificates signed and countersigned by
the Trustee in substantially the forms attached hereto as Exhibit A.
Certificate Account: The account maintained by the Trustee in
accordance with the provisions of Section 4.04.
Certificateholder: The meaning provided in the definition of "Holder".
Certificate Insurance Policy: The Certificate Guaranty Insurance Policy
No. AB0157BE dated the Closing Date issued by the Certificate Insurer to the
Trustee for the benefit of the holders of the Insured Certificates.
Certificate Insurance Policy Payments Account: The separate Eligible
Account created and maintained by the Trustee pursuant to Section 5.07(c) in
the name of the Trustee for the benefit of the Insured Certificateholders and
designated "First Union National Bank Certificate Insurance Policy Payments
Account in trust for registered holders of Structured Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1998-1, Class A1,
Class A2, Class R1 and Class R2". Funds in the Certificate Insurance Policy
Payments Account shall be held in trust for the benefit of the Insured
Certificateholders for the uses and purposes set forth in this Agreement.
Certificate Insurer: Ambac Assurance Corporation, or any successor
thereto, as issuer of the Certificate Insurance Policy.
Certificate Insurer Default: The occurrence and continuance of any of
the following events:
(a) The Certificate Insurer shall have failed to make a payment
required under the Certificate Insurance Policy in accordance with its
terms;
(b) The Certificate Insurer shall have(i) filed a petition or
commenced any case or proceeding under any provision or chapter of the
United States Bankruptcy Code or any other similar federal or state law
STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer,
and
FIRST UNION NATIONAL BANK, as Trustee
___________________________
TRUST AGREEMENT
Dated as of January 1, 1998
___________________________
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-1
TABLE OF CONTENTS
Section Page
ARTICLE I
DEFINITIONS
1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.02. Calculations Respecting Mortgage Loans . . . . . . . . . . . . . . 34
1.03. Calculations Respecting Accrued Interest . . . . . . . . . . . . . 34
ARTICLE II
DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES
2.01. Creation and Declaration of Trust Fund; Conveyance of
Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . 34
2.02. Acceptance of Trust Fund by Trustee: Review of
Documentation for Trust Fund . . . . . . . . . . . . . . . . . . 38
2.03. Representations and Warranties of the Depositor . . . . . . . . . 40
2.04. Discovery of Breach . . . . . . . . . . . . . . . . . . . . . . . 41
2.05. Repurchase, Purchase or Substitution of Mortgage Loans . . . . . . 42
2.06. Modification of Mortgage Loan . . . . . . . . . . . . . . . . . . 43
2.07. Grant Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
ARTICLE III
THE CERTIFICATES
3.01. The Certificates . . . . . . . . . . . . . . . . . . . . . . . . . 45
3.02. Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
3.03. Transfer and Exchange of Certificates . . . . . . . . . . . . . . 46
3.04. Cancellation of Certificates . . . . . . . . . . . . . . . . . . . 49
3.05. Replacement of Certificates . . . . . . . . . . . . . . . . . . . 49
3.06. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . 50
3.07. Temporary Certificates . . . . . . . . . . . . . . . . . . . . . . 50
3.08. Appointment of Paying Agent . . . . . . . . . . . . . . . . . . . 51
3.09. Book-Entry Certificates . . . . . . . . . . . . . . . . . . . . . 51
ARTICLE IV
ADMINISTRATION OF THE TRUST FUND
4.01. Collection Account . . . . . . . . . . . . . . . . . . . . . . . . 53
4.02. Application of Funds in the Collection Account . . . . . . . . . . 55
4.03. Reports to Certificateholders . . . . . . . . . . . . . . . . . . 57
4.04. Certificate Account . . . . . . . . . . . . . . . . . . . . . . . 60
4.05. Determination of LIBOR . . . . . . . . . . . . . . . . . . . . . . 61
4.06. The Interest Reserve Fund . . . . . . . . . . . . . . . . . . . . 62
ARTICLE V
DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
5.01. Distributions Generally . . . . . . . . . . . . . . . . . . . . . 63
5.02. Distributions from the Certificate Account . . . . . . . . . . . . 64
5.03. Allocation of Realized Losses . . . . . . . . . . . . . . . . . . 67
5.04. Advances by Master Servicer and Trustee . . . . . . . . . . . . . 69
5.05. Distributions of Principal on Redemption Certificates . . . . . . 70
5.06. Compensating Interest Payments . . . . . . . . . . . . . . . . . . 76
5.07. The Certificate Insurance Policy . . . . . . . . . . . . . . . . . 76
ARTICLE VI
CONCERNING THE TRUSTEE; EVENTS OF DEFAULT
6.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . 79
6.02. Certain Matters Affecting the Trustee . . . . . . . . . . . . . . 81
6.03. Trustee Not Liable for Certificates . . . . . . . . . . . . . . . 82
6.04. Trustee May Own Certificates . . . . . . . . . . . . . . . . . . . 83
6.05. Eligibility Requirements for Trustee . . . . . . . . . . . . . . . 83
6.06. Resignation and Removal of Trustee . . . . . . . . . . . . . . . . 83
6.07. Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . 84
6.08. Merger or Consolidation of Trustee . . . . . . . . . . . . . . . . 85
6.09. Appointment of Co-Trustee, Separate Trustee or Custodian . . . . . 85
6.10. Authenticating Agents . . . . . . . . . . . . . . . . . . . . . . 87
6.11. Indemnification of Trustee . . . . . . . . . . . . . . . . . . . . 88
6.12. Fees and Expenses of Trustee . . . . . . . . . . . . . . . . . . . 89
6.13. Collection of Monies . . . . . . . . . . . . . . . . . . . . . . . 89
6.14. Trustee To Act; Appointment of Successor . . . . . . . . . . . . . 89
6.15. Additional Remedies of Trustee Upon Event of Default . . . . . . . 94
6.16. Waiver of Defaults . . . . . . . . . . . . . . . . . . . . . . . . 94
6.17. Notification to Holders . . . . . . . . . . . . . . . . . . . . . 94
6.18. Directions by Certificateholders and Duties of Trustee
During Event of Default . . . . . . . . . . . . . . . . . . . . . 94
6.19. Action Upon Certain Failures of the Master Servicer and
Upon Event of Default . . . . . . . . . . . . . . . . . . . . . . 95
ARTICLE VII
PURCHASE AND TERMINATION
OF THE TRUST FUND
7.01. Termination of Trust Fund Upon Repurchase or Liquidation
of All Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . 95
7.02. Procedure Upon Termination of Trust Fund . . . . . . . . . . . . . 97
7.03. Additional Trust Fund Termination Requirements . . . . . . . . . . 98
ARTICLE VIII
RIGHTS OF CERTIFICATEHOLDERS
8.01. Limitation on Rights of Holders . . . . . . . . . . . . . . . . . 99
8.02. Access to List of Holders . . . . . . . . . . . . . . . . . . . . 100
8.03. Acts of Holders of Certificates . . . . . . . . . . . . . . . . . 101
ARTICLE IX
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
BY THE MASTER SERVICER
9.01. Duties of the Master Servicer . . . . . . . . . . . . . . . . . . 102
9.02. Master Servicer Fidelity Bond and Master Servicer Errors
and Omissions Insurance Policy . . . . . . . . . . . . . . . . . 102
9.03. Master Servicer's Financial Statements and Related
Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
9.04. Power to Act; Procedures . . . . . . . . . . . . . . . . . . . . . 103
9.05. Servicing Agreements Between the Master Servicer and
Servicers; Enforcement of Servicers' Obligations . . . . . . . . 105
9.06. Collection of Taxes, Assessments and Similar Items . . . . . . . . 106
9.07. Termination of Servicing Agreements; Successor Servicers . . . . . 107
9.08. Master Servicer Liable for Enforcement . . . . . . . . . . . . . . 107
9.09. No Contractual Relationship Between Servicers and Trustee
or Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . 107
9.10. Assumption of Servicing Agreement by Trustee . . . . . . . . . . . 108
9.11. "Due-on-Sale" Clauses; Assumption Agreements . . . . . . . . . . . 108
9.12. Release of Mortgage Files . . . . . . . . . . . . . . . . . . . . 108
9.13. Documents, Records and Funds in Possession of Master
Servicer To Be Held for Trustee . . . . . . . . . . . . . . . . . 110
9.14. Representations and Warranties of the Master Servicer . . . . . . 111
9.15. Closing Certificate and Opinion . . . . . . . . . . . . . . . . . 114
9.16. Standard Hazard and Flood Insurance Policies . . . . . . . . . . . 114
9.17. Presentment of Claims and Collection of Proceeds . . . . . . . . . 115
9.18. Maintenance of the Primary Mortgage Insurance Policies . . . . . . 115
9.19. Trustee To Retain Possession of Certain Insurance Policies
and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . 116
9.20. Realization Upon Defaulted Mortgage Loans . . . . . . . . . . . . 116
9.21. Compensation to the Master Servicer . . . . . . . . . . . . . . . 116
9.22. REO Property . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
9.23. Preparation of Tax Returns and Other Reports . . . . . . . . . . . 117
9.24. Reports to the Trustee . . . . . . . . . . . . . . . . . . . . . . 118
9.25. Annual Officer's Certificate as to Compliance . . . . . . . . . . 119
9.26. Annual Independent Accountants' Servicing Report . . . . . . . . . 120
9.27. Merger or Consolidation . . . . . . . . . . . . . . . . . . . . . 120
9.28. Resignation of Master Servicer . . . . . . . . . . . . . . . . . . 120
9.29. Assignment or Delegation of Duties by the Master Servicer . . . . 121
9.30. Limitation on Liability of the Master Servicer and Others . . . . 121
9.31. Indemnification; Third-Party Claims . . . . . . . . . . . . . . . 122
ARTICLE X
REMIC ADMINISTRATION
10.01. REMIC Administration . . . . . . . . . . . . . . . . . . . . . . 122
10.02. Prohibited Transactions and Activities . . . . . . . . . . . . . 125
10.03. Indemnification with Respect to Certain Taxes and Loss of
REMIC Status . . . . . . . . . . . . . . . . . . . . . . . . . . 126
10.04. REO Property . . . . . . . . . . . . . . . . . . . . . . . . . . 126
ARTICLE XI
MISCELLANEOUS PROVISIONS . . . . . . . . . . . 128
11.01. Binding Nature of Agreement; Assignment . . . . . . . . . . . . . 128
11.02. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . 128
11.03. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128
11.04. Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 129
11.05. Provision of Information . . . . . . . . . . . . . . . . . . . . 129
11.06. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 130
11.07. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130
11.08. Severability of Provisions . . . . . . . . . . . . . . . . . . . 131
11.09. Indulgences; No Waivers . . . . . . . . . . . . . . . . . . . . . 131
11.10. Headings Not To Affect Interpretation . . . . . . . . . . . . . . 131
11.11. Benefits of Agreement . . . . . . . . . . . . . . . . . . . . . . 131
11.12. Special Notices to the Rating Agencies. . . . . . . . . . . . . . 131
11.13. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 132
11.14. Transfer of Servicing . . . . . . . . . . . . . . . . . . . . . . 132
11.15. Matters Relating to the Certificate Insurance Policy . . . . . . 134
ATTACHMENTS
Exhibit A Forms of Certificates
Exhibit B-1 Form of Trustee Initial Certification
Exhibit B-2 Form of Trustee Interim Certification
Exhibit B-3 Form of Trustee Final Certification
Exhibit B-4 Form of Endorsement
Exhibit C Request for Release of Documents and Receipt
Exhibit D-l Residual Certificate Transfer Affidavit (Transferee)
Exhibit D-2 Residual Certificate Transfer Affidavit (Transferor)
Exhibit E Servicing Agreements
Exhibit F Form of Rule 144A Transfer Certificate
Exhibit G Form of Purchaser's Letter for Institutional Accredited
Investors
Exhibit H Form of ERISA Transfer Affidavit
Exhibit I Monthly Remittance Advice
Exhibit J Monthly Electronic Data Transmission
Exhibit K Custodial Agreements
Exhibit L Form of Certificate Insurance Policy
Exhibit M Insurance Agreement
Schedule A Mortgage Loan Schedule
Schedule B Principal Amount Schedules
This TRUST AGREEMENT, dated as of January 1, 1998 (the "Agreement"), is
by and among STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation,
as depositor (the "Depositor"), NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as master servicer (the "Master Servicer"), and FIRST UNION NATIONAL BANK, a
national banking association with its main office in Charlotte, North
Carolina, as trustee (the "Trustee").
PRELIMINARY STATEMENT
The Depositor has acquired the Mortgage Loans from Xxxxxx Capital, A
Division of Xxxxxx Brothers Holdings Inc. (the "Seller"), and at the Closing
Date is the owner of the Mortgage Loans and the other property being conveyed
by it to the Trustee for inclusion in the Trust Fund. On the Closing Date,
the Depositor will acquire the Certificates from the Trust Fund, as
consideration for its transfer to the Trust Fund of the Mortgage Loans and
the other property constituting the Trust Fund. The Depositor has duly
authorized the execution and delivery of this Agreement to provide for the
conveyance to the Trustee of the Mortgage Loans and the other property
constituting the Trust Fund. All covenants and agreements made by the
Depositor, the Master Servicer and the Trustee herein with respect to the
Mortgage Loans and the other property constituting the Trust Fund are for the
benefit of the Certificate Insurer and the Holders from time to time of the
Certificates. The Depositor and the Master Servicer are entering into this
Agreement, and the Trustee is accepting the Trust Fund created hereby, for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged.
The following table sets forth the Class designation, Certificate
Interest Rate, initial Class Certificate Principal Amount and minimum
denomination for each Class of Certificates comprising the interests in the
Trust Fund created hereunder.
Initial Certificate Principal Minimum
Class Designation Certificate Interest Rate Amount Denominations
Class A1 (1) $340,043,200.00 $100,000
Class A2 (2) (3)
Class B1 (4) $5,327,000.00 250,000
Class B2 (4) $3,906,000.00 250,000
Class B3 (4) $2,841,000.00 250,000
Class B4 (4) $3,019,501.66 250,000
Class R1 (5) 100.00 100
Class R2 (5) 100.00 100
___________________________
(1) The Certificate Interest Rate with respect to any Distribution Date for
the Class A1 Certificates is a per annum variable rate equal to LIBOR
for the related LIBOR Determination Date plus .40%, subject to a maximum
rate of 10.50% per annum, and subject to any LIBOR Rate Shortfalls.
(2) The Certificate Interest Rate with respect to any Distribution Date for
the Class A2 Certificates is a per annum variable rate equal to the
Adjusted Pool Rate for such Distribution Date less the Class A1
Certificate Interest Rate for such date, subject to a minimum rate of
0.00% and a maximum rate equal to the Adjusted Pool Rate for such date.
(3) The Class A2 Certificates will accrue interest on an Aggregate Notional
Amount equal, with respect to any Distribution Date, to the Class
Certificate Principal Amount of the Class A1 Certificates immediately
prior to such Date.
(4) The Certificate Interest Rate with respect to any Distribution Date for
the Class B1, Class B2, Class B3 and Class B4 Certificates is a per
annum variable rate equal to the Pool Rate for such date.
(5) The Certificate Interest Rate with respect to any Distribution Date for
the Class R1 and Class R2 Certificates is a per annum variable rate
equal to the Adjusted Pool Rate for such date.
As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled
Principal Balance of $355,136,701.66
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee hereby agree as follows:
ARTICLE I.
DEFINITIONS
Section 1.01. Definitions. The following words and phrases, unless the
context otherwise requires, shall have the following meanings:
Accepted Servicing Practices: With respect to any Mortgage Loan, as
applicable, either (x) those customary mortgage servicing practices of
prudent mortgage servicing institutions that service or master service
mortgage loans of the same type and quality as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located, to the extent
applicable to the Trustee or the Master Servicer (except in its capacity as
successor to a Servicer), or (y) as provided in the applicable Servicing
Agreement, to the extent applicable to any Servicer.
Accountant: A person engaged in the practice of accounting who (except
when this Agreement provides that an Accountant must be Independent) may be
employed by or affiliated with the Depositor or an Affiliate of the
Depositor.
Accretion Directed Certificate: None.
Accretion Termination Date: The earlier of (i) the Credit Support
Depletion Date and (ii) the date on which the Class Certificate Principal
Amount of each Class of Accretion Directed Certificates has been reduced to
zero.
Accrual Amount: As to any Class of Accrual Certificates and any Accrual
Component and each Distribution Date through the Credit Support Depletion
Date, the sum of (x) any amount of Accrued Certificate Interest allocable to
such Class or Component pursuant to Section 5.02(a)(ii) on such Distribution
Date and (y) any Interest Shortfall allocable to such Class or Component
pursuant to Section 5.02(a)(iii) on such Distribution Date. As to any Class
of Accrual Certificates and any Accrual Component and each Distribution Date
after the Credit Support Depletion Date, zero.
Accrual Certificate: None.
Accrual Component: None.
Accrued Certificate Interest: As to any Class of Certificates or
Component and any Distribution Date, the product of the Certificate Interest
Rate or Component Interest Rate for such Class of Certificates or Component
and the outstanding Class Certificate Principal Amount (or Aggregate Notional
Amount) or Component Principal Amount of such Class of Certificates or
Component immediately preceding such Distribution Date, as reduced by (i)
such Class's or Component's pro rata share of the interest portion of any
Excess Losses for such date and, after the Credit Support Depletion Date, any
Realized Losses for such date, but only, in the case of the Insured
Certificates, to the extent that such amounts are not paid as required under
the Certificate Insurance Policy, (ii) such Class's or Component's pro rata
share of any Relief Act Reduction with respect to the related Mortgage Pool
for such date and (iii) any Deferred Interest allocated to such Class or
Component on such date.
Additional Collateral: None.
Adjusted Pool Rate: With respect to any Distribution Date, the Pool
Rate for such date reduced by the Ambac Premium Rate.
Advance: An advance of the aggregate of payments of principal and
interest (net of the applicable Servicing Fee) on one or more Mortgage Loans
that were due on the Due Date in the related Due Period and not received as
of the close of business on the related Determination Date, required to be
made by or on behalf of the Master Servicer and any Servicer (or by the
Trustee) pursuant to Section 5.04.
Affiliate: With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with
respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
Aggregate Ambac Premium: As to any Distribution Date, the sum of (a)
the Ambac Premium for such Distribution Date and (b) the amount of any Ambac
Premium that was not distributed to the Certificate Insurer on any prior
Distribution Date.
Aggregate Master Servicing Compensation: As to any Distribution Date,
the sum of all income and gain realized from the investment of funds in the
Collection Account during the period from and including the Deposit Date in
the calendar month immediately preceding the month in which such Distribution
Date occurs, to but excluding the Deposit Date relating to such Distribution
Date.
Aggregate Notional Amount: With respect to any Class of Notional
Certificates, the aggregate notional amount described in the Preliminary
Statement hereto.
Aggregate Principal Balance: The aggregate of the Scheduled Principal
Balances for all Mortgage Loans at the date of determination.
Aggregate Voting Interests: The aggregate of the Voting Interests of
all the Certificates under this Agreement.
Agreement: This Trust Agreement and all amendments and supplements
hereto.
Ambac Premium: With respect to any Distribution Date, and with respect
to the Certificate Insurance Policy, an amount equal to 1/12th of the product
of (a) the aggregate Class Certificate Principal Amount of the Insured
Certificates as of the immediately preceding Distribution Date (after giving
effect to any distributions of principal to be made on such Distribution
Date) and (b) the Ambac Premium Rate; provided that on the Closing Date the
initial Ambac Premium will be equal to 1/12th of the product of the (i) Ambac
Premium Rate and (ii) the Class Certificate Principal Amount of the Insured
Certificates as of the Cut-off Date.
Ambac Premium Rate: As specified in the Insurance Agreement.
Appraised Value: With respect to any Mortgage Loan, the amount set
forth in an appraisal made in connection with the origination of such
Mortgage Loan as the value of the related Mortgaged Property.
Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is located to
reflect the sale of the Mortgage to the Trustee, which assignment, notice of
transfer or equivalent instrument may be in the form of one or more blanket
assignments covering the Mortgage Loans secured by Mortgaged Properties
located in the same jurisdiction, if permitted by law; provided, however,
that the Trustee shall not be responsible for determining whether any such
assignment is in recordable form.
Authenticating Agent: Any authenticating agent appointed by the Trustee
pursuant to Section 6.10.
Authorized Officer: Any Person who may execute an Officer's Certificate
on behalf of the Depositor.
Available Distribution Amount: On any Distribution Date and with
respect to each Mortgage Pool, the sum of the following amounts:
(1) the total amount of all cash received by the Master Servicer
through the related Latest Remittance Date and deposited by the Master
Servicer by the Deposit Date for such Distribution Date on the related
Mortgage Loans (including proceeds of any Insurance Policy and any other
credit support relating to such Mortgage Loans), plus all Advances made
by the Master Servicer or any Servicer (or the Trustee) for such
Distribution Date, any Compensating Interest Payment for such date and
any amounts paid by any Servicer in respect of Prepayment Interest
Shortfalls for such date, but not including:
(a) all amounts distributed pursuant to Section 5.02 on prior
Distribution Dates;
(b) all Scheduled Payments of principal and interest
collected but due on a date subsequent to the related Due Period;
(c) all Principal Prepayments received or identified by the
Master Servicer after the related Prepayment Period (together with
any interest payments received with such prepayments to the extent
that they represent the payment of interest accrued on the related
Mortgage Loans for the period subsequent to the related Prepayment
Period);
(d) any other unscheduled collection, including Liquidation
Proceeds and Insurance Proceeds, received by the Master Servicer
after the applicable Prepayment Period; and
(e) all amounts due or reimbursable to the Master Servicer or
any Servicer pursuant to the terms of this Agreement or the
applicable Servicing Agreement; and
(2) any other payment made by the Master Servicer, any Servicer,
the Seller, the Depositor or any other Person with respect to such
Distribution Date (including the Purchase Price with respect to any
Mortgage Loan in the related Mortgage Pool repurchased by the Seller,
the Depositor or any other Person and the purchase price for any
Converted Mortgage Loan purchased from the Trust Fund).
Bankruptcy: As to any Person, the making of an assignment for the
benefit of creditors, the filing of a voluntary petition in bankruptcy,
adjudication as a bankrupt or insolvent, the entry of an order for relief in
a bankruptcy or insolvency proceeding, the seeking of reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief, or seeking, consenting to or acquiescing in the appointment of a
trustee, receiver or liquidator, dissolution, or termination, as the case may
be, of such Person pursuant to the provisions of either the United States
Bankruptcy Code of 1986, as amended, or any other similar state laws.
Bankruptcy Coverage Termination Date: The Distribution Date on which
the related Bankruptcy Loss Limit has been reduced to zero (or less than
zero).
Bankruptcy Loss Limit: As of the Cut-off Date, $100,000, which amount
shall be reduced from time to time by the amount of Bankruptcy Losses
allocated to the Certificates.
Bankruptcy Losses: With respect to the Mortgage Loans, losses arising
from a proceeding under the United States Bankruptcy Code or any other
similar state law or other proceeding with respect to the Mortgagor of or
Mortgaged Property under a Mortgage Loan, including without limitation any
such loss arising from (a) the difference between (i) the principal amount
that would have been due under the original scheduled payments of principal
and interest due on the related Mortgage Loan and (ii) the value established
in the relevant court with respect to such Mortgaged Property, including
without limitation a Deficient Valuation, or (b) a Debt Service Reduction.
Benefit Plan Opinion: An Opinion of Counsel satisfactory to the Trustee
to the effect that any proposed transfer will not (i) cause the assets of the
Trust Fund to be regarded as plan assets for purposes of the Plan Asset
Regulations or (ii) give rise to any fiduciary duty on the part of the
Depositor or the Trustee.
Blanket Mortgage: The mortgage or mortgages encumbering a Cooperative
Property.
Book-Entry Certificates: Beneficial interests in Certificates
designated as "Book-Entry Certificates" in this Agreement, ownership and
transfers of which shall be evidenced or made through book entries by a
Clearing Agency as described in Section 3.09; provided, that after the
occurrence of a condition whereupon book-entry registration and transfer are
no longer permitted and Definitive Certificates are to be issued to
Certificate Owners, such Book-Entry Certificates shall no longer be
"Book-Entry Certificates." As of the Closing Date, the Class A1 Certificates
constitute Book-Entry Certificates.
BBA: The British Bankers' Association.
Business Day: Any day other than (i) a Saturday or a Sunday, (ii) a day
on which banking institutions in New York, New York or, if other than New
York, the city in which the Corporate Trust Office of the Trustee or the
principal master servicing office of the Master Servicer is located, or (iii)
with respect to any Remittance Date or any Servicer reporting date, the
States specified in the definition of "Business Day" in the applicable
Servicing Agreement, are in each case authorized or obligated by law or
executive order to be closed.
Carryover LIBOR Rate Shortfall: As to any Distribution Date and the
Class A1 Certificates, the amount, if any, by which the aggregate of LIBOR
Rate Shortfalls for such Class for prior Distribution Dates is in excess of
the aggregate amounts distributed to such Class on prior Distribution Dates
from the Interest Reserve Fund in respect of such shortfalls.
Certificate: Any one of the certificates signed and countersigned by
the Trustee in substantially the forms attached hereto as Exhibit A.
Certificate Account: The account maintained by the Trustee in
accordance with the provisions of Section 4.04.
Certificateholder: The meaning provided in the definition of "Holder".
Certificate Insurance Policy: The Certificate Guaranty Insurance Policy
No. AB0157BE dated the Closing Date issued by the Certificate Insurer to the
Trustee for the benefit of the holders of the Insured Certificates.
Certificate Insurance Policy Payments Account: The separate Eligible
Account created and maintained by the Trustee pursuant to Section 5.07(c) in
the name of the Trustee for the benefit of the Insured Certificateholders and
designated "First Union National Bank Certificate Insurance Policy Payments
Account in trust for registered holders of Structured Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 1998-1, Class A1,
Class A2, Class R1 and Class R2". Funds in the Certificate Insurance Policy
Payments Account shall be held in trust for the benefit of the Insured
Certificateholders for the uses and purposes set forth in this Agreement.
Certificate Insurer: Ambac Assurance Corporation, or any successor
thereto, as issuer of the Certificate Insurance Policy.
Certificate Insurer Default: The occurrence and continuance of any of
the following events:
(a) The Certificate Insurer shall have failed to make a payment
required under the Certificate Insurance Policy in accordance with its
terms;
(b) The Certificate Insurer shall have(i) filed a petition or
commenced any case or proceeding under any provision or chapter of the
United States Bankruptcy Code or any other similar federal or state law
