Amendment No. 1 to Pooling and Servicing Agreement for Mortgage Pass-Through Certificates, Series 2001-3 (Structured Asset Mortgage Investments Inc., Bank One, Wells Fargo, EMC Mortgage)

Summary

This amendment, dated April 23, 2002, updates the Pooling and Servicing Agreement originally made on May 1, 2001, among Structured Asset Mortgage Investments Inc. (Seller), Bank One (Trustee), Wells Fargo (Master Servicer and Securities Administrator), and EMC Mortgage Corporation. The amendment revises procedures for preparing and filing federal tax returns and designates specific parties to handle tax matters for the mortgage-backed securities trust. It clarifies the roles and responsibilities for tax reporting and compliance related to the trust's mortgage pass-through certificates.

EX-4.1 3 d62326.txt INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS STRUCTURED ASSET MORTGAGE INVESTMENTS INC., Seller BANK ONE, NATIONAL ASSOCIATION, Trustee WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, Master Servicer WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, Securities Administrator and EMC MORTGAGE CORPORATION -------------------------- AMENDMENT NO. 1 dated as of May 1, 2002 to the POOLING AND SERVICING AGREEMENT Dated as of May 1, 2001 -------------------------- Mortgage Pass-Through Certificates Series 2001-3 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AMENDMENT NO. 1 made as of this 23rd day of April 2002, among Structured Asset Mortgage Investments Inc., as seller (the "Seller"), Wells Fargo Bank Minnesota, National Association, as master servicer (the "Master Servicer"), Bank One, National Association, as trustee (the "Trustee"), Wells Fargo Bank Minnesota, National Association, as securities administrator (the "Securities Administrator") and EMC Mortgage Corporation. W I T N E S S E T H --------------------------- WHEREAS, the Company, the Trustee and the Master Servicer entered into a Pooling and Servicing Agreement (the "Agreement") dated as of May 1, 2001, relating to the issuance of Mortgage Pass-Through Certificates, Series 2001-3; and WHEREAS, the Seller, the Trustee, the Master Servicer, the Securities Administrator and EMC Mortgage Corporation desire to amend the terms of the Agreement pursuant to and in accordance with Section 12.02(a) of the Agreement. NOW, THEREFORE, in consideration of the mutual premises and agreements herein, the Seller, the Trustee, the Master Servicer, the Securities Administrator and EMC Mortgage Corporation agree as follows: 1. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Agreement. 2. Section 9.12(b) of the Agreement is amended to read as follows: (b) The Securities Administrator shall prepare and file or cause to be filed with the Internal Revenue Service, and the Trustee shall sign, Federal tax information returns or elections required to be made hereunder with respect to each of REMIC I, REMIC II and REMIC III, the Trust Fund, if applicable, and the Certificates containing such information and at the times and in the manner as may be required by the Code or applicable Treasury regulations, and shall furnish to each Holder of Certificates at any time during the calendar year for which such returns or reports are made such statements or information at the times and in the manner as may be required thereby, including, without limitation, reports relating to interest, original issue discount and market discount or premium (using a constant prepayment assumption of 25% CPR). The Securities Administrator will apply for an Employee Identification Number from the IRS under Form SS-4 or any other acceptable method for all tax entities. In connection with the foregoing, the Securities Administrator shall timely prepare and file, and the Trustee shall sign, IRS Form 8811, which shall provide the name and address of the person who can be contacted to obtain information required to be reported to the holders of regular interests in each of REMIC I, REMIC II and REMIC III (the "REMIC Reporting Agent"). The Trustee shall make elections to treat each of REMIC I, REMIC II and REMIC III as a REMIC (which elections shall apply to the taxable period ending December 31, 2001 and each calendar year thereafter) in such manner as the Code or applicable Treasury regulations may prescribe, and as described by the Securities Administrator. The Trustee shall sign all tax information returns filed pursuant to this Section and any other returns as may be required by the Code. The Holder of the Class R-I Certificate is hereby designated as the "Tax Matters Person" (within the meaning of Treas. Reg. ss.ss.1.860F-4(d)) for REMIC I, the Holder of the Class R-II Certificate is hereby designated as the "Tax Matters Person" for REMIC II, and the Holder of the Class R-III Certificate is hereby designated as the "Tax Matters Person" for REMIC III. The Securities Administrator is hereby designated and appointed as the agent of each such Tax Matters Person. Any Holder of a Residual Certificate will by acceptance thereof appoint the Securities Administrator as agent and attorney-in-fact for the purpose of acting as Tax Matters Person for each of REMIC I, REMIC II and REMIC III during such time as the Securities Administrator does not own any such Residual Certificate. In the event that the Code or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other statements, or the Securities Administrator from acting as agent for the Tax Matters Person, the Trustee and the Securities Administrator shall take whatever action that in its sole good faith judgment is necessary for the proper filing of such information returns or for the provision of a tax matters person, including designation of the Holder of a Residual Certificate to sign such returns or act as tax matters person. Each Holder of a Residual Certificate shall be bound by this Section. IN WITNESS WHEREOF, the Company, the Trustee, the Master Servicer, the Securities Administrator and EMC Mortgage Corporation have caused their duly authorized representatives to execute and deliver this instrument as of the date first above written. STRUCTURED ASSET MORTGAGE INVESTMENTS INC. By: /s/: Baron Silverstein --------------------------------------- Name: Baron Silverstein Title: Managing Director BANK ONE, NATIONAL ASSOCIATION solely in its capacity as Trustee By: /s/: Sandra Becker Whelan ---------------------------------------- Name: Sandra Becker Whalen Title: WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION in its capacity as Master Servicer By: /s/: Stacey Wainwright --------------------------------------- Name: Stacey Wainwright Title: Assistant Vice President WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION in its capacity as Securities Administrator By: /s/: Stacey Wainwright --------------------------------------- Name: Stacey Wainwright Title: Assistant Vice President EMC MORTGAGE CORPORATION By: /s/: Ralene Rauyle --------------------------------------- Name: Ralene Rauyle Title: President