EXHIBIT 4.1

<PAGE>
                   STRUCTURED ASSET MORTGAGE INVESTMENTS INC.,

                                     SELLER,

                         BANK ONE, NATIONAL ASSOCIATION,

                                     TRUSTEE

                                       and

                            EMC MORTGAGE CORPORATION




                  --------------------------------------------

                         POOLING AND SERVICING AGREEMENT

                            Dated as of July 1, 2001

                  --------------------------------------------



                   Structured Asset Mortgage Investments Inc.
              IndyMac ARM Trust, Mortgage Pass-Through Certificates

                                 Series 2001-H1




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<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS
                                                                                                               Page
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<S>                                                                                                            <C>
                                                     ARTICLE I

                                                    Definitions

Section 1.02.     DETERMINATION OF LIBOR.........................................................................31

                                                    ARTICLE II

                                           Conveyance of Mortgage Loans;
                                         Original Issuance of Certificates

         Section 2.01.     CONVEYANCE OF MORTGAGE LOANS TO TRUSTEE...............................................32
         Section 2.02.     ACCEPTANCE OF MORTGAGE LOANS BY TRUSTEE...............................................33
         Section 2.03.     ASSIGNMENT OF INTEREST IN THE MORTGAGE LOAN PURCHASE AGREEMENT........................35
         Section 2.04.     SUBSTITUTION OF MORTGAGE LOANS........................................................36
         Section 2.05.     ISSUANCE OF CERTIFICATES..............................................................37
         Section 2.06.     REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER..................................38

                                                    ARTICLE III

                                  Administration and Servicing of Mortgage Loans

         Section 3.01.     MASTER SERVICER.......................................................................40
         Section 3.02.     REMIC-RELATED COVENANTS...............................................................41
         Section 3.03.     REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION.................................41
         Section 3.04.     EMC...................................................................................42
         Section 3.05.     UCC...................................................................................42

                                                    ARTICLE IV

                                                     Accounts

         Section 4.01.     DISTRIBUTION ACCOUNT..................................................................43
         Section 4.02.     PERMITTED WITHDRAWALS AND TRANSFERS FROM THE DISTRIBUTION ACCOUNT.....................44

                                                     ARTICLE V

                                                   Certificates

         Section 5.01.     CERTIFICATES..........................................................................45
         Section 5.02.     REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.................................51
         Section 5.03.     MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.....................................54
         Section 5.04.     PERSONS DEEMED OWNERS.................................................................54


                                                        -i-

<PAGE>



         Section 5.05.     TRANSFER RESTRICTIONS ON RESIDUAL CERTIFICATES........................................54
         Section 5.06.     RESTRICTIONS ON TRANSFERABILITY OF CERTIFICATES.......................................56
         Section 5.07.     ERISA RESTRICTIONS....................................................................56
         Section 5.08.     RULE 144A INFORMATION.................................................................57

                                                    ARTICLE VI

                                          Payments to Certificateholders

         Section 6.01.     DISTRIBUTIONS ON THE CERTIFICATES.....................................................58
         Section 6.02.     ALLOCATION OF LOSSES..................................................................61
         Section 6.03.     PAYMENTS..............................................................................63
         Section 6.04.     STATEMENTS TO CERTIFICATEHOLDERS......................................................63
         Section 6.05.     MONTHLY ADVANCES......................................................................66

                                                    ARTICLE VII

                                                  Indemnification

         Section 7.01.     INDEMNIFICATION OF THE TRUSTEE........................................................67

                                                   ARTICLE VIII

                                                      Default

         Section 8.01.     EVENTS OF DEFAULT.....................................................................68
         Section 8.02.     TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR..............................................68
         Section 8.03.     NOTIFICATION TO CERTIFICATEHOLDERS....................................................69
         Section 8.04.     WAIVER OF DEFAULTS....................................................................69
         Section 8.05.     LIST OF CERTIFICATEHOLDERS............................................................69

                                                    ARTICLE IX

                                              Concerning the Trustee

         Section 9.01.     DUTIES OF TRUSTEE.....................................................................70
         Section 9.02.     CERTAIN MATTERS AFFECTING THE TRUSTEE.................................................71
         Section 9.03.     TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.................................73
         Section 9.04.     TRUSTEE MAY OWN CERTIFICATES..........................................................74
         Section 9.05.     TRUSTEE'S FEES AND EXPENSES...........................................................74
         Section 9.06.     ELIGIBILITY REQUIREMENTS FOR TRUSTEE..................................................74
         Section 9.07.     INSURANCE.............................................................................74
         Section 9.08.     RESIGNATION AND REMOVAL OF THE TRUSTEE................................................75
         Section 9.09.     SUCCESSOR TRUSTEE.....................................................................75
         Section 9.10.     MERGER OR CONSOLIDATION OF TRUSTEE....................................................76
         Section 9.11.     APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.........................................76


                                                       -ii-

<PAGE>



         Section 9.12.     FEDERAL INFORMATION RETURNS AND REPORTS TO CERTIFICATEHOLDERS; REMIC
                           ADMINISTRATION........................................................................77
         Section 9.13.     MAINTENANCE OF SUPPLEMENTAL PMI POLICY; COLLECTIONS THEREUNDER........................78

                                                     ARTICLE X

                                                    Termination

         Section 10.01.    TERMINATION UPON REPURCHASE BY THE SELLER OR ITS DESIGNEE OR LIQUIDATION OF THE
                           MORTGAGE LOANS........................................................................80
         Section 10.02.    ADDITIONAL TERMINATION REQUIREMENTS...................................................82

                                                    ARTICLE XI

                                             Miscellaneous Provisions

         Section 11.01.    INTENT OF PARTIES.....................................................................83
         Section 11.02.    AMENDMENT.............................................................................83
         Section 11.03.    RECORDATION OF AGREEMENT..............................................................84
         Section 11.04.    LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS............................................84
         Section 11.06.    GOVERNING LAW.........................................................................86
         Section 11.07.    NOTICES...............................................................................86
         Section 11.08.    SEVERABILITY OF PROVISIONS............................................................86
         Section 11.09.    SUCCESSORS AND ASSIGNS................................................................86
         Section 11.10.    ARTICLE AND SECTION HEADINGS..........................................................86
         Section 11.11.    COUNTERPARTS..........................................................................86
         Section 11.12.    NOTICE TO RATING AGENCIES.............................................................86
</TABLE>



                                                       -iii-

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                                                     EXHIBITS

Exhibit A-1       -        Form of Class A Certificates
Exhibit A-2       -        Form of Class B Certificates
Exhibit A-3       -        Form of Class R Certificates
Exhibit A-4       -        Form of Class XP Certificates
Exhibit B         -        Mortgage Loan Schedule
Exhibit C         -        [Reserved]
Exhibit D         -        Request for Release of Documents
Exhibit E         -        Form of Affidavit pursuant to Section 860E(e)(4)
Exhibit F-1       -        Form of Investment Letter
Exhibit F-1       -        Form of Rule 144A and Related Matters Certificate
Exhibit G         -        Form of Initial Certification
Exhibit H         -        Form of Final Certification
Exhibit I-1 to 5-          Servicing Agreements
Exhibit J         -        Supplemental PMI Policy from Supplemental PMI Insurer
Exhibit K         -        Consulting Agreement between Trustee and Loss
                           Mitigation Advisor
Exhibit L         -        Loss Mitigation Advisory Agreement



                                      -iv-

<PAGE>



                         POOLING AND SERVICING AGREEMENT
                         -------------------------------


         Pooling and Servicing Agreement dated as of July 1, 2001, among
Structured Asset Mortgage Investments Inc., a Delaware corporation, as seller
(the "Seller"), Bank One, National Association, a national banking association,
not in its individual capacity but solely as trustee (the "Trustee") and EMC
Mortgage Corporation (in its individual capacity, "EMC").

                              PRELIMINARY STATEMENT

         On or prior to the Closing Date, the Seller has acquired the Mortgage
Loans from EMC. On the Closing Date, the Seller will sell the Mortgage Loans and
certain other property to the Trust Fund and receive in consideration therefor
Certificates evidencing the entire beneficial ownership interest in the Trust
Fund.

         The Trustee on behalf of the Trust shall make an election for the
assets constituting REMIC I to be treated for federal income tax purposes as a
REMIC. On the Startup Day, the REMIC I Regular Interests will be designated
"regular interests" in such REMIC and the Class R-I Certificate will be
designated the "residual interests" in such REMIC.

         The Trustee on behalf of the Trust shall make an election for the
assets constituting REMIC II to be treated for federal income tax purposes as a
REMIC. On the Startup Day, all the Classes of REMIC II Regular Certificates will
be designated "regular interests" in such REMIC and the Class R-II Certificate
will be designated the "residual interests" in such REMIC.

         The Outstanding Principal Balance of the Mortgage Loans as of the
Cut-off Date, after deducting all Scheduled Principal due on or before the
Cut-off Date, will equal approximately $523,597,054. The initial principal
amount of the Certificates will not exceed such amount.

         In consideration of the mutual agreements herein contained, the Seller,
the Trustee and EMC agree as follows:

                                    ARTICLE I

                                   Definitions

         Whenever used in this Agreement, the following words and phrases,
unless otherwise expressly provided or unless the context otherwise requires,
shall have the meanings specified in this Article.

         ACCOUNT: The Distribution Account and the Protected Account as the
context may require.

         ACCRUED CERTIFICATE INTEREST: For any Certificate (other than a Class X
Certificate or Class S Certificate) for any Distribution Date, the interest
accrued during the related Interest Accrual Period at the applicable
Pass-Through Rate on the Current Principal Amount of such Certificate
immediately prior to such Distribution Date, and, in the case of the Class X
Certificates and Class


                                       -1-

<PAGE>



S Certificates, for any Distribution Date, the aggregate amount of interest
accrued on each Component, if applicable, thereof during the related Interest
Accrual Period at the applicable Pass- Through Rate on the related Notional
Amount immediately prior to such Distribution Date, less (i) in the case of a
Senior Certificate (except in the case of the Class XP Certificates), such
Certificate's share of any Net Interest Shortfall and, after the Cross-Over
Date, the interest portion of any Realized Losses on the Mortgage Loans
allocated thereto in accordance with Section 6.02(h) and (ii) in the case of a
Subordinate Certificate, such Certificate's share of any Net Interest Shortfall
and the interest portion of any Realized Losses on the Mortgage Loans allocated
thereto in accordance with Section 6.02(h). Interest on the Certificates, other
than the Class S Certificates and the Class III-A-1 Certificates, shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
Interest on the Class S Certificates and the Class III-A-1 Certificates shall be
calculated on the basis of a 360-day year and the number of days in the related
Interest Accrual Period.

         ADVISOR'S FEE: With respect to each Distribution Date, the premium for
the Loss Mitigation Agreement, equal to one month's interest at the Advisor's
Fee Rate on the Scheduled Principal Balance (as of the beginning of the related
Due Period) of the Mortgage Loans, payable by the Trustee on each Distribution
Date from amounts on deposit in the Distribution Account in accordance with
Section 4.02(c) of this Agreement.

         ADVISOR'S FEE RATE: With respect to any Mortgage Loan, the rate at
which the premium on the Loss Mitigation Agreement accrues, which is 0.01% per
annum.

         AFFILIATE: As to any Person, any other Person controlling, controlled
by or under common control with such Person. "Control" means the power to direct
the management and policies of a Person, directly or indirectly, whether through
ownership of voting securities, by contract or otherwise. "Controlled" and
"Controlling" have meanings correlative to the foregoing. The Trustee may
conclusively presume that a Person is not an Affiliate of another Person unless
a Responsible Officer of the Trustee has actual knowledge to the contrary.

         AGGREGATE EXPENSE RATE: With respect to any Mortgage Loan, the sum of
the Master Servicing Fee Rate, the Advisor's Fee Rate and the Supplemental PMI
Insurance Premium Rate (if applicable).

         AGREEMENT: This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.

         ALLOCABLE SHARE: With respect to each Class of Subordinate
Certificates:

                  (a) as to any Distribution Date and amounts distributable
         pursuant to clauses (i) and (iii) of the definition of Subordinate
         Optimal Principal Amount, the fraction, expressed as a percentage, the
         numerator of which is the Current Principal Amount of such Class and
         the denominator of which is the aggregate Current Principal Amount of
         all Classes of the Subordinate Certificates; and

                  (b) as to any Distribution Date and amounts distributable
         pursuant to clauses (ii), (iv) and (v) of the definition of Subordinate
         Optimal Principal Amount, and as to each Class


                                       -2-

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         of Subordinate Certificates (other than the Class of Subordinate
         Certificates having the lowest numerical designation as to which the
         Class Prepayment Distribution Trigger shall not be applicable) for
         which (x) the related Class Prepayment Distribution Trigger has been
         satisfied on such Distribution Date, the fraction, expressed as a
         percentage, the numerator of which is the Current Principal Amount of
         such Class and the denominator of which is the aggregate Current
         Principal Amount of all such Classes of Subordinate Certificates and
         (y) the related Class Prepayment Distribution Trigger has not been
         satisfied on such Distribution Date, 0%; provided that if on a
         Distribution Date, the Current Principal Amount of any Class of
         Subordinate Certificates for which the related Class Prepayment
         Distribution Trigger was satisfied on such Distribution Date is reduced
         to zero, any amounts distributed pursuant to this clause (b), to the
         extent of such Class's remaining Allocable Share, shall be distributed
         to the remaining Classes of Subordinate Certificates which satisfy the
         related Class Prepayment Distribution Trigger and to the Class of
         Subordinate Certificates having the lowest numerical designation in
         reduction of their respective Current Principal Amounts in the order of
         their numerical Class designations.

         APPLICABLE CREDIT RATING: For any long-term deposit or security, a
credit rating of AAA in the case of S&P or Aaa in the case of Moody's. For any
short-term deposit or security, or a rating of A-l+ in the case of S&P or P-1 in
the case of Moody's.

         APPLICABLE STATE LAW: For purposes of Section 9.12(d), the Applicable
State Law shall be (a) the law of the State of New York and (b) such other state
law whose applicability shall have been brought to the attention of the Trustee
by either (i) an Opinion of Counsel reasonably acceptable to the Trustee
delivered to it by the Master Servicer or the Seller, or (ii) written notice
from the appropriate taxing authority as to the applicability of such state law.

         APPRAISED VALUE: For any Mortgaged Property related to a Mortgage Loan,
the amount set forth as the appraised value of such Mortgaged Property in an
appraisal made for the mortgage originator in connection with its origination of
the related Mortgage Loan.

         ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT: The assignment,
assumption and recognition agreement, dated July 31, 2001, among EMC, the
Trustee and the Master Servicer.

         ASSUMED FINAL DISTRIBUTION DATE: August 25, 2031, or if such day is not
a Business Day, the next succeeding Business Day.

         AVAILABLE FUNDS: With respect to any Distribution Date, the sum of the
Group 1, Group 2 and Group 3 Available Funds for such Distribution Date.

         AVERAGE LOSS SEVERITY: With respect to any period and each Loan Group,
the fraction obtained by dividing (x) the aggregate amount of Realized Losses
for the related Mortgage Loans for such period by (y) the number of related
Mortgage Loans which had Realized Losses for such period.

         BANKRUPTCY CODE: The United States Bankruptcy Code, as amended as
codified in 11 U.S.C. ss.ss.101-1330.


                                       -3-

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         BOOK-ENTRY CERTIFICATES: Initially, all Classes of Certificates other
than the Private Certificates and the Residual Certificates.

         BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or (ii) a
day on which the New York Stock Exchange is closed or on which banking
institutions in Illinois, Iowa, Maryland, Minnesota, New York or California, or
the jurisdiction in which the Trustee or the Master Servicer is authorized or
obligated by law or executive order to be closed.

         CALENDAR QUARTER: January 1 to March 31, April 1 to June 30, July 1 to
September 30, or October 1 to December 31, as applicable.

         CERTIFICATE: Any mortgage pass-through certificate evidencing a
beneficial ownership interest in the Trust Fund signed and countersigned by the
Trustee in substantially the forms annexed hereto as Exhibits A-1, A-2 and A-3,
with the blanks therein appropriately completed.

         CERTIFICATE GROUP: The Group 1 Senior Certificates, Group 2 Senior
Certificates or Group 3 Senior Certificates, as applicable, and the Subordinate
Certificates to the extent such Certificates represent an interest in such
groups of Certificates.

         CERTIFICATE OWNER: Any Person who is the beneficial owner of a
Certificate registered in the name of the Depository or its nominee.

         CERTIFICATE REGISTER: The register maintained pursuant to Section 5.02.

         CERTIFICATEHOLDER:  A Holder of a Certificate.

         CLASS: With respect to the Certificates, I-A, R-I, R-II, II-A, XP,
III-A-1, III-A-2, X-1, X-2, S, B-1, B-2, B-3, B-4, B-5 and B-6.

         CLASS PREPAYMENT DISTRIBUTION TRIGGER: For a Class of Subordinate
Certificates for any Distribution Date, the Class Prepayment Distribution
Trigger is satisfied if the fraction (expressed as a percentage), the numerator
of which is the aggregate Current Principal Amount of such Class and each Class
of Subordinate Certificates subordinate thereto, if any, and the denominator of
which is the Scheduled Principal Balance of all of the Mortgage Loans as of the
related Due Date, equals or exceeds such percentage calculated as of the Closing
Date.

         CLASS R CERTIFICATES:  The Class R-I and Class R-II Certificates.

         CLOSING DATE:  July 31, 2001.

         CODE:  The Internal Revenue Code of 1986, as amended.

         COMPENSATING INTEREST PAYMENTS: The amounts described in Section
4.04(viii) of the Servicing Agreements.



                                       -4-

<PAGE>



         COMPONENT: With respect to the Class X-1 Certificates, Component X-1-I,
Component X-1- II and Component X-1-III. With respect to the Class X-2
Certificates, Component X-2-I, Component X-2-II and Component X-2-III. The
Components of the Class X Certificates are not separately transferable.

         CONSULTING AGREEMENT: The Consulting Agreement, dated as of July 31,
2001, between the Trustee and the Loss Mitigation Advisor, substantially in form
attached hereto as Exhibit K.

         CORPORATE TRUST OFFICE: The office of the Trustee at which at any
particular time its corporate trust business is administered, which office, at
the date of the execution of this Agreement, is located at 1 Bank One Plaza,
Mail Suite IL1-0126, Chicago, Illinois 60670, Attention: Global Corporate Trust
Services.

         CROSS-OVER DATE: The first Distribution Date on which the aggregate
Current Principal Amount of the Subordinate Certificates has been reduced to
zero (giving effect to all distributions on such Distribution Date).

         CURRENT PRINCIPAL AMOUNT: With respect to any Certificate (other than
an Interest Only Certificate) as of any Distribution Date, the initial principal
amount of such Certificate, and reduced by (i) all amounts distributed on
previous Distribution Dates on such Certificate with respect to principal, (ii)
the principal portion of all Realized Losses allocated prior to such
Distribution Date to such Certificate (other than the Class XP Certificates),
taking account of the Loss Allocation Limitation and (iii) in the case of a
Subordinate Certificate, such Certificate's pro rata share, if any, of the
applicable Subordinate Certificate Writedown Amount for previous Distribution
Dates. With respect to any Class of Certificates (other than the Interest Only
Certificates), the Current Principal Amount thereof will equal the sum of the
Current Principal Amounts of all Certificates in such Class. Notwithstanding the
foregoing, solely for purposes of giving consents, directions, waivers,
approvals, requests and notices, the Class R-I and Class R-II Certificates after
the Distribution Date on which they each receive the distribution of the last
dollar of their respective original principal amount shall be deemed to have
Current Principal Amounts equal to their respective Current Principal Amounts on
the day immediately preceding such Distribution Date.

         CUSTODIAL ACCOUNT:  As defined in the Servicing Agreements.

         CUT-OFF DATE:  July 1, 2001.

         CUT-OFF DATE BALANCE:  $523,795,054.

         DEBT SERVICE REDUCTION: Any reduction of the Scheduled Payments which a
Mortgagor is obligated to pay with respect to a Mortgage Loan as a result of any
proceeding under the Bankruptcy Code or any other similar state law or other
proceeding.

         DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation of
the Mortgaged Property by a court of competent jurisdiction in an amount less
than the then outstanding indebtedness under the Mortgage Loan, which valuation
results from a proceeding initiated under the Bankruptcy Code or any other
similar state law or other proceeding.


                                       -5-

<PAGE>



         DEPOSITORY: The Depository Trust Company, the nominee of which is Cede
& Co., or any successor thereto.

         DEPOSITORY AGREEMENT: The meaning specified in Subsection 5.01(a)
hereof.

         DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

         DESIGNATED DEPOSITORY INSTITUTION: A depository institution (commercial
bank, federal savings bank mutual savings bank or savings and loan association)
or trust company (which may include the Trustee), the deposits of which are
fully insured by the FDIC to the extent provided by law.

         DETERMINATION DATE: The Determination Date as defined in the Servicing
Agreements.

         DISQUALIFIED ORGANIZATION: Any of the following: (i) the United States,
any State or political subdivision thereof, any possession of the United States,
or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for the Freddie Mac or any successor thereto, a majority of its
board of directors is not selected by such governmental unit), (ii) any foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code or (v) any
other Person so designated by the Trustee based upon an Opinion of Counsel that
the holding of an ownership interest in a Residual Certificate by such Person
may cause the Trust or any Person having an ownership interest in the Residual
Certificate (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the transfer
of an ownership interest in a Residual Certificate to such Person. The terms
"United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.

         DISTRIBUTION ACCOUNT: The trust account or accounts created and
maintained pursuant to Section 4.01, which shall be denominated "Bank One,
National Association, as Trustee f/b/o holders of Structured Asset Mortgage
Investments Inc., IndyMac ARM Trust, Mortgage Pass-Through Certificates, Series
2001-H1 - Distribution Account."

         DISTRIBUTION ACCOUNT DEPOSIT DATE: The seventh day prior to each
Distribution Date (or if such seventh day is not a Business Day, the Business
Day prior to such day).

         DISTRIBUTION DATE: The 25th day of any month, beginning in the month
immediately following the month of the Closing Date, or, if such 25th day is not
a Business Day, the Business Day immediately following.



                                       -6-

<PAGE>



         DTC CUSTODIAN: Bank One, National Association, or its successors in
interest as custodian for the Depository.

         DUE DATE: With respect to each Mortgage Loan, the date in each month on
which its Scheduled Payment is due if such due date is the first day of a month
and otherwise is deemed to be the first day of the following month or such other
date specified in the related Servicing Agreement.

         DUE PERIOD: With respect to any Distribution Date and each Mortgage
Loan, the period commencing on the second day of the month preceding the month
in which the Distribution Date occurs and ending at the close of business on the
first day of the month in which the Distribution Date occurs.

         EMC:  EMC Mortgage Corporation.

         ERISA: The Employee Retirement Income Security Act of 1974, as amended.

         EVENT OF DEFAULT: An event of default described in Section 13.01 of the
Servicing Agreements.

         FANNIE MAE: Federal National Mortgage Association or any successor
thereto.

         FDIC:  Federal Deposit Insurance Corporation or any successor thereto.

         FRACTIONAL UNDIVIDED INTEREST: With respect to any Class of
Certificates, the fractional undivided interest evidenced by any Certificate of
such Class the numerator of which is the Current Principal Amount, or Notional
Amount in the case of the Interest Only Certificates, of such Certificate and
the denominator of which is the Current Principal Amount, or Notional Amount in
the case of the Interest Only Certificates, of such Class. With respect to the
Certificates in the aggregate, the fractional undivided interest evidenced by
(i) a Class XP Certificate will be deemed to equal 1.0% multiplied by the
percentage interest of such Class XP Certificate, (ii) a Residual Certificate
will be deemed to equal 0.5% multiplied by the percentage interest of such
Residual Certificate, (iii) an Interest Only Certificate will be deemed to equal
1.0% multiplied by a fraction, the numerator of which is the Notional Amount of
such Certificate and the denominator of which is the aggregate Notional Amount
of such respective Class and (iv) a Certificate of any other Class will be
deemed to equal 97.25% multiplied by a fraction, the numerator of which is the
Current Principal Amount of such Certificate and the denominator of which is the
aggregate Current Principal Amount of all the Certificates.

         FREDDIE MAC: Freddie Mac, formerly the Federal Home Loan Mortgage
Corporation, or any successor thereto.

         GLOBAL CERTIFICATE: Any Private Certificate registered in the name of
the Depository or its nominee, beneficial interests in which are reflected on
the books of the Depository or on the books of a Person maintaining an account
with such Depository (directly or as an indirect participant in accordance with
the rules of such depository).



                                       -7-

<PAGE>



         GROSS MARGIN: As to each Mortgage Loan, the fixed percentage set forth
in the related Mortgage Note and indicated on the Mortgage Loan Schedule which
percentage is added to the related Index on each Interest Rate Adjustment Date
to determine (subject to rounding, the minimum and maximum Mortgage Interest
Rate and the Periodic Rate Cap) the Mortgage Interest Rate until the next
Interest Rate Adjustment Date.

         GROUP 1 AVAILABLE FUNDS, GROUP 2 AVAILABLE FUNDS OR GROUP 3 AVAILABLE
FUNDS: With respect to any Distribution Date, an amount equal to the aggregate
of the following amounts with respect to the Mortgage Loans in the related Loan
Group: (a) all previously undistributed payments on account of principal
(including the principal portion of Scheduled Payments, Principal Prepayments
and the principal portion of Net Liquidation Proceeds) and all previously
undistributed payments on account of interest received after the Cut-off Date
and on or prior to the related Determination Date, (b) any Monthly Advances and
Compensating Interest Payments by the Master Servicer with respect to such
Distribution Date, (c) any other miscellaneous amounts remitted by the Master
Servicer pursuant to the Servicing Agreements, and (d) any reimbursed amount in
connection with losses on investments of deposits in an Account, except:

                  (i) all payments that were due on or before the Cut-off Date;

                  (ii) all Principal Prepayments and Liquidation Proceeds
                  received after the applicable Prepayment Period;

                  (iii) all payments, other than Principal Prepayments, that
                  represent early receipt of Scheduled Payments due on a date or
                  dates subsequent to the related Due Date;

                  (iv) amounts received on particular Mortgage Loans as late
                  payments of principal or interest and respecting which, and to
                  the extent that, there are any unreimbursed Monthly Advances;

                  (v) amounts representing Monthly Advances determined to be
                  Nonrecoverable Advances;

                  (vi) any investment earnings on amounts on deposit in the
                  Custodial Account and the Distribution Account and amounts
                  permitted to be withdrawn from the Custodial Account and the
                  Distribution Account pursuant to this Agreement;

                  (vii) amounts representing insurance premiums;

                  (viii) to pay the Master Servicing Fees or to reimburse the
                  Master Servicer for such amounts as are due under the
                  applicable Servicing Agreement and the Agreement and have not
                  been retained by or paid to the Master Servicer; and

                  (ix) and any expenses of the Trustee pursuant to Section 9.05.

         GROUP 1 MORTGAGE LOANS: The Mortgage Loans identified as such on the
Mortgage Loan Schedule.


                                       -8-

<PAGE>



         GROUP 2 MORTGAGE LOANS: The Mortgage Loans identified as such on the
Mortgage Loan Schedule.

         GROUP 3 MORTGAGE LOANS: The Mortgage Loans identified as such on the
Mortgage Loan Schedule.

         GROUP 1 SENIOR CERTIFICATES: The Class I-A, Class R-I and Class R-II
Certificates, Component X-1-I of the Class X-1 Certificates and Component X-2-I
of the Class X-2 Certificates.

         GROUP 2 SENIOR CERTIFICATES: The Class II-A Certificates, Class XP
Certificates, Component X-1-II of the Class X-1 Certificates and Component
X-2-II of the Class X-2 Certificates.

         GROUP 3 SENIOR CERTIFICATES: The Class III-A-1 Certificates and Class
III-A-2 Certificates, Component X-1-III of the Class X-1 Certificates and
Component X-2-III of the Class X-2 Certificates.

         GROUP 1 SENIOR OPTIMAL PRINCIPAL AMOUNT, GROUP 2 SENIOR OPTIMAL
PRINCIPAL AMOUNT or GROUP 3 SENIOR OPTIMAL PRINCIPAL AMOUNT: As to any
Distribution Date, an amount equal to the sum, without duplication, of:

                  (i) the applicable Senior Percentage of all scheduled payments
         of principal allocated to the Scheduled Principal Balance due on each
         Outstanding Mortgage Loan in the related Loan Group on the related Due
         Date as specified in the amortization schedule at the time applicable
         thereto (after adjustments for previous Principal Prepayments but
         before any adjustment to such amortization schedule by reason of any
         bankruptcy or similar proceeding or any moratorium or similar waiver or
         grace period);

                  (ii) the applicable Senior Prepayment Percentage of all
         Principal Prepayments in part received during the related Prepayment
         Period with respect to each Mortgage Loan in the related Loan Group,
         together with the applicable Senior Prepayment Percentage of the
         Scheduled Principal Balance of each Mortgage Loan in the related Loan
         Group which was the subject of a Principal Prepayment in full during
         the related Prepayment Period;

                  (iii) the lesser of (a) the applicable Senior Prepayment
         Percentage of all Net Liquidation Proceeds, allocable to principal
         received in respect of each Mortgage Loan in the related Loan Group
         which became a Liquidated Mortgage Loan during the related Prepayment
         Period; and (b) the applicable Senior Percentage of the Scheduled
         Principal Balance of each Mortgage Loan in the related Loan Group which
         became a Liquidated Mortgage Loan during the related Prepayment Period;
         and

                  (iv) the applicable Senior Prepayment Percentage of the sum of
         (a) the Scheduled Principal Balance of each Mortgage Loan in the
         related Loan Group or related REO Property in the related Loan Group
         which was purchased by IndyMac or the Mortgage Loan Seller on such
         Distribution Date and (b) the excess, if any, of the Scheduled
         Principal Balance of a Mortgage Loan in the related Loan Group that has
         been replaced by the Mortgage Loan


                                       -9-

<PAGE>



         Seller with a Substitute Mortgage Loan pursuant to Section 2.04 of this
         Agreement on such Distribution Date over the Scheduled Principal
         Balance of such Substitute Mortgage Loan.

         GROUP 1 SENIOR PERCENTAGE: Initially, 96.00%. On any Distribution Date,
the lesser of (i) 100% and (ii) the percentage (carried to six places rounded
up) obtained by dividing the aggregate Current Principal Amount of the Group 1
Senior Certificates immediately preceding such Distribution Date by the
aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans as of the
beginning of the related Due Period.

         GROUP 2 SENIOR PERCENTAGE: Initially, 96.00%. On any Distribution Date,
the lesser of (i) 100% and (ii) the percentage (carried to six places rounded
up) obtained by dividing the aggregate Current Principal Amount of the Group 2
Senior Certificates immediately preceding such Distribution Date by the
aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans as of the
beginning of the related Due Period.

         GROUP 3 SENIOR PERCENTAGE: Initially, 96.00%. On any Distribution Date,
the lesser of (i) 100% and (ii) the percentage (carried to six places rounded
up) obtained by dividing the Current Principal Amount of the Group 3 Senior
Certificates immediately preceding such Distribution Date by the aggregate
Scheduled Principal Balance of the Group 3 Mortgage Loans as of the beginning of
the related Due Period.

         GROUP 1 SENIOR PREPAYMENT PERCENTAGE: On any Distribution Date
occurring during the periods set forth below, as follows:


<TABLE>
<CAPTION>
Period (dates inclusive)                           Group 1 Senior Prepayment Percentage
----------------------------------------------------------------------------------------------------
<S>                                                <C>
August 25, 2001 - July 25, 2008                    100%

August 25, 2008 - July 25, 2009                    Group 1 Senior Percentage plus 70% of the Group 1
                                                   Subordinate Percentage

August 25, 2009 - July 25, 2010                    Group 1 Senior Percentage plus 60% of the Group 1
                                                   Subordinate Percentage

August 25, 2010 - July 25, 2011                    Group 1 Senior Percentage plus 40% of the Group 1
                                                   Subordinate Percentage

August 25, 2011 - July 25, 2012                    Group 1 Senior Percentage plus 20% of the Group 1
                                                   Subordinate Percentage

August 25, 2012 and thereafter                     Group 1 Senior Percentage
</TABLE>

         In addition, no reduction of the Group 1 Senior Prepayment Percentage
shall occur on any Distribution Date unless, as of the last day of the month
preceding such Distribution Date, either (A) (i) (x) the aggregate Scheduled
Principal Balance of the Mortgage Loans delinquent 60 days or more (including
for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with
respect to which the related Mortgaged Property has been acquired by the Trust),
averaged over the last six months, as a percentage of the sum of the aggregate
Current Principal Amount of the Subordinate


                                      -10-

<PAGE>



Certificates does not exceed 100%, or (y) the aggregate Scheduled Principal
Balance of the Mortgage Loans delinquent 60 days or more (including for this
purpose any such Mortgage Loans in foreclosure and such Mortgage Loans with
respect to which the related Mortgaged Property has been acquired by the Trust),
averaged over the last six months, as a percentage of the aggregate Scheduled
Principal Balances of the Mortgage Loans averaged over the last six months, does
not exceed 2.0%; and (ii) cumulative Realized Losses on the Mortgage Loans do
not exceed (a) 30% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including August 2008 and July 2009, (b)
35% of the Original Subordinate Principal Balance if such Distribution Date
occurs between and including August 2009 and July 2010, (c) 40% of the Original
Subordinate Principal Balance if such Distribution Date occurs between and
including August 2010 and July 2011, (d) 45% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including August
2011 and July 2012, and (e) 50% of the Original Subordinate Principal Balance if
such Distribution Date occurs during or after August 2012; or (B) (i) the
aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days
or more (including for this purpose any such Mortgage Loans in foreclosure and
such Mortgage Loans with respect to which the related Mortgaged Property has
been acquired by the Trust), averaged over the last six months, does not exceed
4.0% of the then-current aggregate Scheduled Principal Balance of the Mortgage
Loans; and (ii) cumulative Realized Losses on the Mortgage Loans do not exceed
(a) 10% of the Original Subordinate Principal Balance if such Distribution Date
occurs between and including August 2008 and July 2009, (b) 15% of the Original
Subordinate Principal Balance if such Distribution Date occurs between and
including August 2009 and July 2010, (c) 20% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including August
2010 and July 2011, (d) 25% of the Original Subordinate Principal Balance if
such Distribution Date occurs between and including August 2011 and July 2012,
and (e) 30% of the Original Subordinate Principal Balance if such Distribution
Date occurs during or after August 2012.

         In addition, if the current weighted average Subordinate Percentage is
equal to or greater than two times the initial weighted average Subordinate
Percentage for the Certificates, and (a) the aggregate Scheduled Principal
Balance of the Mortgage Loans delinquent 60 days or more (including for this
purpose any such Mortgage Loans in foreclosure and such Mortgage Loans with
respect to which the related Mortgaged Property has been acquired by the Trust),
averaged over the last six months, as a percentage of the sum of the aggregate
Current Principal Amount of the Subordinate Certificates does not exceed 100%
and (b)(i) prior to the Distribution Date in August 2004 cumulative Realized
Losses on the Mortgage Loans do not exceed 10% of the Original Subordinate
Principal Balance and (ii) on or after the Distribution Date in August 2004
cumulative Realized Losses on the Mortgage Loans do not exceed 20% of the
Original Subordinate Principal Balance, then, in each case, the Group 1 Senior
Prepayment Percentage for such Distribution Date will equal the Group 1 Senior
Percentage; provided, however, if the current weighted average Subordinate
Percentage for the Certificates is equal to or greater than two times the
initial weighted average Subordinate Percentage for the Certificates prior to
August 25, 2004 and the above delinquency and loss tests are met, then the Group
1 Senior Prepayment Percentage for such Distribution Date will equal the Group 1
Senior Percentage plus 50% of the Subordinate Percentage.

         Notwithstanding the foregoing, if on any Distribution Date the Group 1
Senior Percentage exceeds the Group 1 Senior Percentage as of the Cut-Off Date,
the Group 1 Senior Prepayment Percentage for such Distribution Date will equal
100%. On the Distribution Date on which the


                                      -11-

<PAGE>



Current Principal Amounts of the Group 1 Senior Certificates are reduced to
zero, the Group 1 Senior Prepayment Percentage shall be the minimum percentage
sufficient to effect such reduction and thereafter shall be zero.

         GROUP 2 SENIOR PREPAYMENT PERCENTAGE: On any Distribution Date
occurring during the periods set forth below, as follows:


<TABLE>
<CAPTION>
Period (dates inclusive)                           Group 2 Senior Prepayment Percentage
----------------------------------------------------------------------------------------------------
<S>                                                <C>
August 25, 2001 - July 25, 2008                    100%

August 25, 2008 - July 25, 2009                    Group 2 Senior Percentage plus 70% of the Group 2
                                                   Subordinate Percentage

August 25, 2009 - July 25, 2010                    Group 2 Senior Percentage plus 60% of the Group 2
                                                   Subordinate Percentage

August 25, 2010 - July 25, 2011                    Group 2 Senior Percentage plus 40% of the Group 2
                                                   Subordinate Percentage

August 25, 2011 - July 25, 2012                    Group 2 Senior Percentage plus 20% of the Group 2
                                                   Subordinate Percentage

August 25, 2012 and thereafter                     Group 2 Senior Percentage
</TABLE>

         In addition, no reduction of the Group 2 Senior Prepayment Percentage
shall occur on any Distribution Date unless, as of the last day of the month
preceding such Distribution Date, either (A) (i) (x) the aggregate Scheduled
Principal Balance of the Mortgage Loans delinquent 60 days or more (including
for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with
respect to which the related Mortgaged Property has been acquired by the Trust),
averaged over the last six months, as a percentage of the sum of the aggregate
Current Principal Amount of the Subordinate Certificates does not exceed 100%,
or (y) the aggregate Scheduled Principal Balance of the Mortgage Loans
delinquent 60 days or more (including for this purpose any such Mortgage Loans
in foreclosure and such Mortgage Loans with respect to which the related
Mortgaged Property has been acquired by the Trust), averaged over the last six
months, as a percentage of the aggregate Scheduled Principal Balances of the
Mortgage Loans averaged over the last six months, does not exceed 2.0%; and (ii)
cumulative Realized Losses on the Mortgage Loans do not exceed (a) 30% of the
Original Subordinate Principal Balance if such Distribution Date occurs between
and including August 2008 and July 2009, (b) 35% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including August
2009 and July 2010, (c) 40% of the Original Subordinate Principal Balance if
such Distribution Date occurs between and including August 2010 and July 2011,
(d) 45% of the Original Subordinate Principal Balance if such Distribution Date
occurs between and including August 2011 and July 2012, and (e) 50% of the
Original Subordinate Principal Balance if such Distribution Date occurs during
or after August 2012; or (B) (i) the aggregate Scheduled Principal Balance of
the Mortgage Loans delinquent 60 days or more (including for this purpose any
such Mortgage Loans in foreclosure and such Mortgage Loans with respect to which
the related Mortgaged Property has been acquired by the Trust), averaged over
the last six months, does not exceed 4.0% of the then-current aggregate
Scheduled Principal Balance of the


                                      -12-

<PAGE>



Mortgage Loans; and (ii) cumulative Realized Losses on the Mortgage Loans do not
exceed (a) 10% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including August 2008 and July 2009, (b)
15% of the Original Subordinate Principal Balance if such Distribution Date
occurs between and including August 2009 and July 2010, (c) 20% of the Original
Subordinate Principal Balance if such Distribution Date occurs between and
including August 2010 and July 2011, (d) 25% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including August
2011 and July 2012, and (e) 30% of the Original Subordinate Principal Balance if
such Distribution Date occurs during or after August 2012.

         In addition, if the current weighted average Subordinate Percentage is
equal to or greater than two times the initial weighted average Subordinate
Percentage for the Certificates, and (a) the aggregate Scheduled Principal
Balance of the Mortgage Loans delinquent 60 days or more (including for this
purpose any such Mortgage Loans in foreclosure and such Mortgage Loans with
respect to which the related Mortgaged Property has been acquired by the Trust),
averaged over the last six months, as a percentage of the sum of the aggregate
Current Principal Amount of the Subordinate Certificates does not exceed 100%
and (b)(i) prior to the Distribution Date in August 2004 cumulative Realized
Losses on the Mortgage Loans do not exceed 10% of the Original Subordinate
Principal Balance and (ii) on or after the Distribution Date in August 2004
cumulative Realized Losses on the Mortgage Loans do not exceed 20% of the
Original Subordinate Principal Balance, then, in each case, the Group 2 Senior
Prepayment Percentage for such Distribution Date will equal the Group 2 Senior
Percentage; provided, however, if the current weighted average Subordinate
Percentage for the Certificates is equal to or greater than two times the
initial weighted average Subordinate Percentage for the Certificates prior to
August 25, 2004 and the above delinquency and loss tests are met, then the Group
2 Senior Prepayment Percentage for such Distribution Date will equal the Group 2
Senior Percentage plus 50% of the Subordinate Percentage.

         Notwithstanding the foregoing, if on any Distribution Date the Group 2
Senior Percentage exceeds the Group 2 Senior Percentage as of the Cut-Off Date,
the Group 2 Senior Prepayment Percentage for such Distribution Date will equal
100%. On the Distribution Date on which the Current Principal Amounts of the
Group 2 Senior Certificates are reduced to zero, the Group 2 Senior Prepayment
Percentage shall be the minimum percentage sufficient to effect such reduction
and thereafter shall be zero.

         GROUP 3 SENIOR PREPAYMENT PERCENTAGE: On any Distribution Date
occurring during the periods set forth below, as follows:


<TABLE>
<CAPTION>
Period (dates inclusive)                           Group 3 Senior Prepayment Percentage
----------------------------------------------------------------------------------------------------
<S>                                                <C>
August 25, 2001 - July 25, 2008                    100%

August 25, 2008 - July 25, 2009                    Group 3 Senior Percentage plus 70% of the Group 3
                                                   Subordinate Percentage

August 25, 2009 - July 25, 2010                    Group 3 Senior Percentage plus 60% of the Group 3
                                                   Subordinate Percentage



                                      -13-

<PAGE>




August 25, 2010 - July 25, 2011                    Group 3 Senior Percentage plus 40% of the Group 3
                                                   Subordinate Percentage

August 25, 2011 - July 25, 2012                    Group 3 Senior Percentage plus 20% of the Group 3
                                                   Subordinate Percentage

August 25, 2012 and thereafter                     Group 3 Senior Percentage
</TABLE>

         In addition, no reduction of the Group 3 Senior Prepayment Percentage
shall occur on any Distribution Date unless, as of the last day of the month
preceding such Distribution Date, either (A) (i) (x) the aggregate Scheduled
Principal Balance of the Mortgage Loans delinquent 60 days or more (including
for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with
respect to which the related Mortgaged Property has been acquired by the Trust),
averaged over the last six months, as a percentage of the sum of the aggregate
Current Principal Amount of the Subordinate Certificates does not exceed 100%,
or (y) the aggregate Scheduled Principal Balance of the Mortgage Loans
delinquent 60 days or more (including for this purpose any such Mortgage Loans
in foreclosure and such Mortgage Loans with respect to which the related
Mortgaged Property has been acquired by the Trust), averaged over the last six
months, as a percentage of the aggregate Scheduled Principal Balances of the
Mortgage Loans averaged over the last six months, does not exceed 2.0%; and (ii)
cumulative Realized Losses on the Mortgage Loans do not exceed (a) 30% of the
Original Subordinate Principal Balance if such Distribution Date occurs between
and including August 2008 and July 2009, (b) 35% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including August
2009 and July 2010, (c) 40% of the Original Subordinate Principal Balance if
such Distribution Date occurs between and including August 2010 and July 2011,
(d) 45% of the Original Subordinate Principal Balance if such Distribution Date
occurs between and including August 2011 and July 2012, and (e) 50% of the
Original Subordinate Principal Balance if such Distribution Date occurs during
or after August 2012; or (B) (i) the aggregate Scheduled Principal Balance of
the Mortgage Loans delinquent 60 days or more (including for this purpose any
such Mortgage Loans in foreclosure and such Mortgage Loans with respect to which
the related Mortgaged Property has been acquired by the Trust), averaged over
the last six months, does not exceed 4.0% of the then-current aggregate
Scheduled Principal Balance of the Mortgage Loans; and (ii) cumulative Realized
Losses on the Mortgage Loans do not exceed (a) 10% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including August
2008 and July 2009, (b) 15% of the Original Subordinate Principal Balance if
such Distribution Date occurs between and including August 2009 and July 2010,
(c) 20% of the Original Subordinate Principal Balance if such Distribution Date
occurs between and including August 2010 and July 2011, (d) 25% of the Original
Subordinate Principal Balance if such Distribution Date occurs between and
including August 2011 and July 2012, and (e) 30% of the Original Subordinate
Principal Balance if such Distribution Date occurs during or after August 2012.

         In addition, if the current weighted average Subordinate Percentage is
equal to or greater than two times the initial weighted average Subordinate
Percentage for the Certificates, and (a) the aggregate Scheduled Principal
Balance of the Mortgage Loans delinquent 60 days or more (including for this
purpose any such Mortgage Loans in foreclosure and such Mortgage Loans with
respect to which the related Mortgaged Property has been acquired by the Trust),
averaged over the last six months, as a percentage of the sum of the aggregate
Current Principal Amount of the Subordinate


                                      -14-

<PAGE>



Certificates does not exceed 100% and (b) (i) prior to the Distribution Date in
August 2004 cumulative Realized Losses on the Mortgage Loans do not exceed 10%
of the Original Subordinate Principal Balance and (ii) on or after the
Distribution Date in August 2004 cumulative Realized Losses on the Mortgage
Loans do not exceed 20% of the Original Subordinate Principal Balance, then, in
each case, the Group 3 Senior Prepayment Percentage for such Distribution Date
will equal the Group 3 Senior Percentage; provided, however, if the current
weighted average Subordinate Percentage for the Certificates is equal to or
greater than two times the initial weighted average Subordinate Percentage for
the Certificates prior to August 25, 2004 and the above delinquency and loss
tests are met, then the Group 3 Senior Prepayment Percentage for such
Distribution Date will equal the Group 3 Senior Percentage plus 50% of the
Subordinate Percentage.

         Notwithstanding the foregoing, if on any Distribution Date the Group 3
Senior Percentage exceeds the Group 3 Senior Percentage as of the Cut-Off Date,
the Group 3 Senior Prepayment Percentage for such Distribution Date will equal
100%. On the Distribution Date on which the Current Principal Amounts of the
Group 3 Senior Certificates are reduced to zero, the Group 3 Senior Prepayment
Percentage shall be the minimum percentage sufficient to effect such reduction
and thereafter shall be zero.

         GROUP 1 SUBORDINATE PERCENTAGE: On any Distribution Date, 100% minus
the Group 1 Senior Percentage.

         GROUP 2 SUBORDINATE PERCENTAGE: On any Distribution Date, 100% minus
the Group 2 Senior Percentage.

         GROUP 3 SUBORDINATE PERCENTAGE: On any Distribution Date, 100% minus
the Group 3 Senior Percentage.

         GROUP 1 SUBORDINATE PREPAYMENT PERCENTAGE: With respect to the Group 1
Mortgage Loans, on any Distribution Date, 100% minus the Group 1 Senior
Prepayment Percentage, except that on any Distribution Date after the Current
Principal Amounts of the Group 1 Senior Certificates have each been reduced to
zero, the Group 1 Subordinate Prepayment Percentage will equal 100%.

         GROUP 2 SUBORDINATE PREPAYMENT PERCENTAGE: With respect to the Group 2
Mortgage Loans, on any Distribution Date, 100% minus the Group 2 Senior
Prepayment Percentage, except that on any Distribution Date after the Current
Principal Amounts of the Group 2 Senior Certificates have each been reduced to
zero, the Group 2 Subordinate Prepayment Percentage will equal 100%.

         GROUP 3 SUBORDINATE PREPAYMENT PERCENTAGE: With respect to the Group 3
Mortgage Loans, on any Distribution Date, 100% minus the Group 3 Senior
Prepayment Percentage, except that on any Distribution Date after the Current
Principal Amounts of the Group 3 Senior Certificates have each been reduced to
zero, the Group 3 Subordinate Prepayment Percentage will equal 100%.

         HOLDER: The Person in whose name a Certificate is registered in the
Certificate Register, except that, subject to Subsections 12.02(b) and 12.05(e),
solely for the purpose of giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Seller, the Master Servicer or the
Trustee or any Affiliate thereof shall be deemed not to be outstanding and the


                                      -15-

<PAGE>



Fractional Undivided Interest evidenced thereby shall not be taken into account
in determining whether the requisite percentage of Fractional Undivided
Interests necessary to effect any such consent has been obtained.

         INDEMNIFIED PERSONS: The Trustee and its officers, directors, agents
and employees and any separate co-trustee and its officers, directors, agents
and employees.

         INDEPENDENT: When used with respect to any specified Person, this term
means that such Person (a) is in fact independent of the Seller or the Master
Servicer and of any Affiliate of the Seller or the Master Servicer, (b) does not
have any direct financial interest or any material indirect financial interest
in the Seller or the Master Servicer or any Affiliate of the Seller or the
Master Servicer and (c) is not connected with the Seller or the Master Servicer
or any Affiliate as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.

         INDEX: The index, if any, specified in a Mortgage Note by reference to
which the related Mortgage Interest Rate will be adjusted from time to time.

         INDIVIDUAL CERTIFICATE: Any Private Certificate registered in the name
of the Holder other than the Depository or its nominee.

         INSTITUTIONAL ACCREDITED INVESTOR: Any Person meeting the requirements
of Rule 501(a)(l), (2), (3) or (7) of Regulation D under the Securities Act or
any entity all of the equity holders in which come within such paragraphs.

         INSURANCE POLICY: With respect to any Mortgage Loan, any standard
hazard insurance policy, flood insurance policy or title insurance policy.

         INSURANCE PROCEEDS: Amounts paid by the insurer under any Insurance
Policy covering any Mortgage Loan or Mortgaged Property other than amounts
required to be paid over to the Mortgagor pursuant to law or the related
Mortgage Note or Security Instrument and other than amounts used to repair or
restore the Mortgaged Property or to reimburse Insured Expenses.

         INTEREST ACCRUAL PERIOD: With respect to each Distribution Date, for
each Class of Certificates other than the Class S Certificates and the Class
III-A-1 Certificates, the calendar month preceding the month in which such
Distribution Date occurs. With respect to any Distribution Date and the Class S
Certificates and the Class III-A-1 Certificates, (i) with respect to the
Distribution Date in August 2001, the period commencing on the Closing Date and
ending on the day preceding the Distribution Date in August 2001, and (ii) with
respect to any Distribution Date after the Distribution Date in August 2001, the
period commencing on the Distribution Date in the month immediately preceding
the month in which that Distribution Date occurs and ending on the day preceding
that Distribution Date.

         INTEREST ADJUSTMENT DATE: With respect to a Mortgage Loan, the date, if
any, specified in the related Mortgage Note on which the Mortgage Interest Rate
is subject to adjustment.

         INTEREST ONLY CERTIFICATES: The Class X-1 Certificates and Class X-2
Certificates.


                                      -16-

<PAGE>



         INTEREST SHORTFALL: With respect to any Distribution Date and each
Mortgage Loan that during the related Prepayment Period was the subject of a
Principal Prepayment, constitutes a Relief Act Mortgage Loan, an amount
determined as follows:

                  (a) Partial principal prepayments: The difference between (i)
         one month's interest at the applicable Net Rate on the amount of such
         prepayment and (ii) the amount of interest for the calendar month of
         such prepayment (adjusted to the applicable Net Rate) received at the
         time of such prepayment;

                  (b) Principal prepayments in full received during the relevant
         Prepayment Period: The difference between (i) one month's interest at
         the applicable Net Rate on the Scheduled Principal Balance of such
         Mortgage Loan immediately prior to such prepayment and (ii) the amount
         of interest for the calendar month of such prepayment (adjusted to the
         applicable Net Rate) received at the time of such prepayment; and

                  (c) Relief Act Mortgage Loans: As to any Relief Act Mortgage
         Loan, the excess of (i) 30 days' interest (or, in the case of a
         principal prepayment in full, interest to the date of prepayment) on
         the Scheduled Principal Balance thereof (or, in the case of a principal
         prepayment in part, on the amount so prepaid) at the related Net Rate
         over (ii) 30 days' interest (or, in the case of a principal prepayment
         in full, interest to the date of prepayment) on such Scheduled
         Principal Balance (or, in the case of a Principal Prepayment in part,
         on the amount so prepaid) at the Net Rate required to be paid by the
         Mortgagor as limited by application of the Relief Act.

         INVESTMENT LETTER: The letter to be furnished by each Institutional
Accredited Investor which purchases any of the Private Certificates in
connection with such purchase, substantially in the form set forth as Exhibit
F-1 hereto.

         LIBOR: With respect to any Distribution Date and the Pass-Through Rates
on the Class III- A-1 Certificates and Class S Certificates, the arithmetic mean
of the London interbank offered rate quotations of Reference Banks for one-month
Eurodollar deposits in the international Eurocurrency market, expressed on a per
annum basis, determined in accordance with Section 1.02.

         LIBOR BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the city of London, England are
required or authorized by law to be closed.

         LIQUIDATED MORTGAGE LOAN: Any defaulted Mortgage Loan as to which the
Master Servicer has determined that all amounts it expects to recover from or on
account of such Mortgage Loan have been recovered.

         LIQUIDATION DATE: With respect to any Liquidated Mortgage Loan, the
date on which the Master Servicer has certified that such Mortgage Loan has
become a Liquidated Mortgage Loan.

         LIQUIDATION EXPENSES: With respect to a Mortgage Loan in liquidation,
unreimbursed expenses paid or incurred by or for the account of the Master
Servicer, such expenses including (a) property protection expenses, (b) property
sales expenses, (c) foreclosure and sale costs, including


                                      -17-

<PAGE>



court costs and reasonable attorneys' fees, and (d) similar expenses reasonably
paid or incurred in connection with liquidation.

         LIQUIDATION PROCEEDS: Cash received in connection with the liquidation
of a defaulted Mortgage Loan, whether through trustee's sale, foreclosure sale,
Insurance Proceeds, condemnation proceeds or otherwise.

         LOAN GROUP:  Loan Group 1, Loan Group 2 or Loan Group 3, as applicable.

         LOAN GROUP 1: The group of Mortgage Loans designated as belonging to
Loan Group 1 on the Mortgage Loan Schedule.

         LOAN GROUP 2: The group of Mortgage Loans designated as belonging to
Loan Group 2 on the Mortgage Loan Schedule.

         LOAN GROUP 3: The group of Mortgage Loans designated as belonging to
Loan Group 3 on the Mortgage Loan Schedule.

         LOAN-TO-VALUE RATIO: With respect to any Mortgage Loan, the fraction,
expressed as a percentage, the numerator of which is the original principal
balance of the related Mortgage Loan and the denominator of which is the
Original Value of the related Mortgaged Property.

         LOSS ALLOCATION LIMITATION: The meaning specified in Section 6.02
hereof.

         LOSS MITIGATION ADVISOR: The Murrayhill Company, or its successors or
assigns.

         LOSS MITIGATION ADVISORY AGREEMENT: The Loss Mitigation Advisory
Agreement, among the Master Servicer, the Trustee and the Loss Mitigation
Advisor, substantially in the form attached hereto as Exhibit L.

         LOST NOTES: The original Mortgage Notes that have been lost, as
indicated on Exhibit K hereto.

         MASTER SERVICER: As of the Closing Date, IndyMac and, thereafter, its
respective successors in interest who meet the qualifications of the Servicing
Agreements and this Agreement.

         MASTER SERVICING FEE: As to any Mortgage Loan and Distribution Date, an
amount equal to the product of (i) the Scheduled Principal Balance of such
Mortgage Loan as of the Due Date in the preceding calendar month and (ii) the
Master Servicing Fee Rate.

         MASTER SERVICING FEE RATE: As to any Mortgage Loan, a per annum rate
equal to 0.375%.

         MAXIMUM LIFETIME MORTGAGE RATE: The maximum level to which a Mortgage
Interest Rate can adjust in accordance with its terms, regardless of changes in
the applicable Index.



                                      -18-

<PAGE>



         MINIMUM LIFETIME MORTGAGE RATE: The minimum level to which a Mortgage
Interest Rate can adjust in accordance with its terms, regardless of changes in
the applicable Index.

         MONTHLY ADVANCE: An advance of principal or interest required to be
made by the Master Servicer pursuant to Section 5.03 of the Servicing Agreements
or the Trustee pursuant to Section 6.05.

         MOODY'S:  Moody's Investors Service, Inc. or its successor in interest.

         MORTGAGE FILE: The mortgage documents listed in Section 2.01(b)
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.

         MORTGAGE INTEREST RATE: The annual rate at which interest accrues from
time to time on any Mortgage Loan pursuant to the related Mortgage Note, which
rate is equal to the "Mortgage Interest Rate" set forth with respect thereto on
the Mortgage Loan Schedule.

         MORTGAGE LOAN: A mortgage loan transferred and assigned to the Trustee
pursuant to Section 2.01 or Section 2.04 and held as a part of the Trust Fund,
as identified in the Mortgage Loan Schedule, including a mortgage loan the
property securing which has become an REO Property.

         MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase Agreement
dated as of July 31, 2001, between EMC, as seller, and Structured Asset Mortgage
Investments Inc., as purchaser, and all amendments thereof and supplements
thereto.

         MORTGAGE LOAN SCHEDULE: The schedule, attached hereto as Exhibit B with
respect to the Mortgage Loans and as amended from time to time to reflect the
repurchase or substitution of Mortgage Loans pursuant to this Agreement.

         MORTGAGE LOAN SELLER: EMC Mortgage Corporation, as seller of the
Mortgage Loans under the Mortgage Loan Purchase Agreement.

         MORTGAGE NOTE: The originally executed note or other evidence of the
indebtedness of a Mortgagor under the related Mortgage Loan.

         MORTGAGED PROPERTY: Land and improvements securing the indebtedness of
a Mortgagor under the related Mortgage Loan or, in the case of REO Property,
such REO Property.

         MORTGAGOR:  The obligor on a Mortgage Note.

         NET INTEREST SHORTFALL: With respect to any Distribution Date, the
Interest Shortfall, if any, for such Distribution Date net of Compensating
Interest Payments made with respect to such Distribution Date.

         NET LIQUIDATION PROCEEDS: As to any Liquidated Mortgage Loan,
Liquidation Proceeds net of (i) Liquidation Expenses which are payable therefrom
to the Master Servicer in accordance with


                                      -19-

<PAGE>



the Servicing Agreements or this Agreement and (ii) unreimbursed advances by the
Master Servicer and Monthly Advances.

         NET RATE: With respect to each Mortgage Loan, the Mortgage Interest
Rate in effect from time to time less the Aggregate Expense Rate.

         NONRECOVERABLE ADVANCE: Any advance (i) which was previously made or is
proposed to be made by the Master Servicer or the Trustee and (ii) which, in the
good faith judgment of the Master Servicer or the Trustee, will not or, in the
case of a proposed advance, would not, be ultimately recoverable by the Master
Servicer or the Trustee from Liquidation Proceeds, Insurance Proceeds or future
payments on the Mortgage Loan for which such advance was made.

         NOTIONAL AMOUNT: The Notional Amount of the Class X-1 Certificates
shall consist of the sum of three components: (i) the aggregate Stated Principal
Balance of the Group 1 Mortgage Loans, which is equal to the Uncertificated
Notional Amount of REMIC I Regular Interest X1A, (ii) the aggregate Stated
Principal Balance of the Group 2 Mortgage Loans, which is equal to the
Uncertificated Notional Amount of REMIC I Regular Interest X1B and (iii) the
aggregate Stated Principal Balance of the Group 3 Mortgage Loans, which is equal
to the Uncertificated Notional Amount of REMIC I Regular Interest X1C. The Class
X Certificates will bear interest (A) at a pass- through rate on the Notional
Amount in clause (i) above equal to 0.253% per annum; (B) at a pass- through
rate on the Notional Amount in clause (ii) above equal to 0.253% per annum; and
(C) at a pass-through rate on the Notional Amount in clause (iii) above equal to
0.339% per annum. The Notional Amount of the Class X-2 Certificates shall
consist of the sum of three components (i) the aggregate Stated Principal
Balance of the Group 1 Mortgage Loans (ii) the aggregate Stated Principal
Balance of the Group 2 Mortgage Loans and (iii) the aggregate Stated Principal
Balance of the Group 3 Mortgage Loans, the sum of which is equal to REMIC I
Regular Interest X2. The Class X-2 Certificates will bear interest at a
pass-through rate on the Notional Amount in each of clauses (i), (ii) and (iii)
above equal to 0.04%. The Notional Amount of the Class S Certificates shall
equal the Current Principal Amount of the Class III-A-1 Certificates, which is
equal to REMIC I Regular Interest AIII1. The Class S Certificates will bear
interest at a pass-through rate on the Notional Amount equal to the excess, if
any, of (i) (a) the weighted average of the Net Rates of the Group 3 Mortgage
Loans, weighted on the basis of the respective Scheduled Principal Balances of
each such Mortgage Loan as of the beginning of the Due Period immediately
preceding the related Distribution Date, minus 0.379% per annum, times (b) a
fraction equal to (x) 30 divided by (y) the actual number of days in the related
Interest Accrual Period and (ii) LIBOR plus 0.35% per annum.

         OFFERED CERTIFICATE: Any Senior Certificate or Offered Subordinate
Certificate.

         OFFERED SUBORDINATE CERTIFICATES: The Class B-l, Class B-2 and Class
B-3 Certificates.

         OFFICER'S CERTIFICATE: A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a Vice President or
Assistant Vice President or other authorized officer of the Master Servicer or
the Seller, as applicable, and delivered to the Trustee, as required by this
Agreement.



                                      -20-

<PAGE>



         OPINION OF COUNSEL: A written opinion of counsel who is or are
acceptable to the Trustee and who, unless required to be Independent (an
"Opinion of Independent Counsel"), may be internal counsel for the Mortgage Loan
Seller, the Master Servicer or the Seller.

         ORIGINAL SUBORDINATE PRINCIPAL BALANCE: The sum of the aggregate
Current Principal Amounts of each Class of Subordinate Certificates as of the
Closing Date.

         ORIGINAL VALUE: The lesser of (i) the Appraised Value or (ii) the sales
price of a Mortgaged Property at the time of origination of a Mortgage Loan,
except in instances where either clauses (i) or (ii) is unavailable, the other
may be used to determine the Original Value, or if both clauses (i) and (ii) are
unavailable, Original Value may be determined from other sources reasonably
acceptable to the Seller.

         OUTSTANDING MORTGAGE LOAN: With respect to any Due Date, a Mortgage
Loan which, prior to such Due Date, was not the subject of a Principal
Prepayment in full, did not become a Liquidated Mortgage Loan and was not
purchased or replaced.

         OUTSTANDING PRINCIPAL BALANCE: As of the time of any determination, the
principal balance of a Mortgage Loan remaining to be paid by the Mortgagor, or,
in the case of an REO Property, the principal balance of the related Mortgage
Loan remaining to be paid by the Mortgagor at the time such property was
acquired by the Trust Fund less any Net Liquidation Proceeds with respect
thereto to the extent applied to principal.

         PASS-THROUGH RATE: As to each Class of Certificates, the rate of
interest determined as provided with respect thereto, in Section 5.01(d). Any
monthly calculation of interest at a stated rate shall be based upon annual
interest at such rate divided by twelve.

         PERIODIC RATE CAP: With respect to each Mortgage Loan, the maximum
adjustment that can be made to the Mortgage Interest Rate on each Interest
Adjustment Date in accordance with its terms, regardless of changes in the
applicable Index.

         PERMITTED INVESTMENTS: Any one or more of the following obligations or
securities held in the name of the Trustee for the benefit of the
Certificateholders:

                  (i) direct obligations of, and obligations the timely payment
         of which are fully guaranteed by the United States of America or any
         agency or instrumentality of the United States of America the
         obligations of which are backed by the full faith and credit of the
         United States of America;

                  (ii) (a) demand or time deposits, federal funds or bankers'
         acceptances issued by any depository institution or trust company
         incorporated under the laws of the United States of America or any
         state thereof (including the Trustee acting in its commercial banking
         capacity) and subject to supervision and examination by federal and/or
         state banking authorities, provided that the commercial paper and/or
         the short-term debt rating and/or the long-term unsecured debt
         obligations of such depository institution or trust company at the time
         of such investment or contractual commitment providing for such
         investment have the


                                      -21-

<PAGE>



         Applicable Credit Rating or better from each Rating Agency and (b) any
         other demand or time deposit or certificate of deposit that is fully
         insured by the Federal Deposit Insurance Corporation;

                  (iii) repurchase obligations with respect to (a) any security
         described in clause (i) above or (b) any other security issued or
         guaranteed by an agency or instrumentality of the United States of
         America, the obligations of which are backed by the full faith and
         credit of the United States of America, in either case entered into
         with a depository institution or trust company (acting as principal)
         described in clause (ii)(a) above where the Trustee holds the security
         therefor;

                  (iv) securities bearing interest or sold at a discount issued
         by any corporation (including the Trustee) incorporated under the laws
         of the United States of America or any state thereof that have the
         Applicable Credit Rating or better from each Rating Agency at the time
         of such investment or contractual commitment providing for such
         investment; PROVIDED, HOWEVER, that securities issued by any particular
         corporation will not be Permitted Investments to the extent that
         investments therein will cause the then outstanding principal amount of
         securities issued by such corporation and held as part of the Trust to
         exceed 10% of the aggregate Outstanding Principal Balances of all the
         Mortgage Loans and Permitted Investments held as part of the Trust;

                  (v) commercial paper (including both non-interest-bearing
         discount obligations and interest-bearing obligations payable on demand
         or on a specified date not more than one year after the date of
         issuance thereof) having the Applicable Credit Rating or better from
         each Rating Agency at the time of such investment;

                  (vi) a Reinvestment Agreement issued by any bank, insurance
         company or other corporation or entity;

                  (vii) any other demand, money market or time deposit,
         obligation, security or investment as may be acceptable to each Rating
         Agency as evidenced in writing by each Rating Agency to the Trustee;
         and

                  (viii) any money market or common trust fund having the
         Applicable Credit Rating or better from each Rating Agency, including
         any such fund for which the Trustee or any affiliate of the Trustee
         acts as a manager or an advisor;

PROVIDED, HOWEVER, that no instrument or security shall be a Permitted
Investment if such instrument or security evidences a right to receive only
interest payments with respect to the obligations underlying such instrument or
if such security provides for payment of both principal and interest with a
yield to maturity in excess of 120% of the yield to maturity at par or if such
instrument or security is purchased at a price greater than par.

         PERMITTED TRANSFEREE: Any Person other than a Disqualified Organization
or an "electing large partnership" (as defined by Section 775 of the Code).



                                      -22-

<PAGE>



         PERSON: Any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         PHYSICAL CERTIFICATES: The Residual Certificates and the Private
Certificates.

         PREPAYMENT CHARGE: With respect to any Mortgage Loan, the charges or
premiums, if any, due in connection with a full or partial prepayment of such
Mortgage Loan in accordance with the terms thereof.

         PREPAYMENT PERIOD: With respect to any Mortgage Loan and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.

         PRINCIPAL PREPAYMENT: Any payment (whether partial or full) or other
recovery of principal on a Mortgage Loan which is received in advance of its
scheduled Due Date to the extent that it is not accompanied by an amount as to
interest representing scheduled interest due on any date or dates in any month
or months subsequent to the month of prepayment, including Insurance Proceeds
and the purchase price in connection with any purchase of a Mortgage Loan, any
cash deposit in connection with the substitution of a Mortgage Loan, and the
principal portion of Net Liquidation Proceeds.

         PRIVATE CERTIFICATES: Any Class B-4, Class B-5, Class B-6, Class
III-A-1, Class S and Class XP Certificate.

         PROTECTED ACCOUNT: An account established and maintained for the
benefit of Certificateholders by the Master Servicer with respect to the
Mortgage Loans and with respect to REO Property in accordance with the Servicing
Agreements.

         QIB: A Qualified Institutional Buyer as defined in Rule 144A
promulgated under the Securities Act.

         QUALIFIED INSURER: Any insurance company duly qualified as such under
the laws of the state or states in which the related Mortgaged Property or
Mortgaged Properties is or are located, duly authorized and licensed in such
state or states to transact the type of insurance business in which it is
engaged and approved as an insurer by the Master Servicer, so long as the claims
paying ability of which is acceptable to the Rating Agencies for pass-through
certificates having the same rating as the Certificates rated by the Rating
Agencies as of the Closing Date.

         RATE ADJUSTMENT DATE: With respect to each Distribution Date and the
Class III-A-1 and Class S Certificates, the second LIBOR Business Day
immediately preceding the commencement of the related Interest Accrual Period on
which banks are open for dealing in foreign currency and exchange in London,
England.

         RATING AGENCIES:  S&P and Moody's.



                                      -23-

<PAGE>



         REALIZED LOSS: Any (i) Deficient Valuation or (ii) as to any Liquidated
Mortgage Loan, (x) the Outstanding Principal Balance of such Liquidated Mortgage
Loan plus accrued and unpaid interest thereon at the Mortgage Interest Rate
through the last day of the month of such liquidation, LESS (y) the related Net
Liquidation Proceeds with respect to such Mortgage Loan.

         RECORD DATE: With respect to any Distribution Date, the close of
business on the last Business Day of the month immediately preceding the month
of such Distribution Date.

         REFERENCE BANKS: Bankers Trust Company, Barclay's Bank PLC, The Bank of
Tokyo and National Westminster Bank PLC and their successors in interest;
PROVIDED that if any of the foregoing banks are not suitable to serve as a
Reference Bank, then any leading banks selected by the Trustee which are engaged
in transactions in Eurodollar deposits in the international Eurocurrency market
(i) with an established place of business in London, (ii) not controlling, under
the control of or under common control with the Seller or any Affiliate thereof,
(iii) whose quotations appear on the Reuters Screen LIBO Page on the relevant
Rate Adjustment Date and (iv) which have been designated as such by the Trustee.

         REFERENCE BANK RATE: With respect to any Interest Accrual Period, as
follows: the arithmetic mean (rounded upwards, if necessary, to the nearest one
sixteenth of a percent) of the offered rates for United States dollar deposits
for one month which are offered by the Reference Banks as of 11:00 A.M., London,
England time, two LIBOR Business Days prior to the first day of such Interest
Accrual Period to prime banks in the London interbank market for a period of one
month in amounts approximately equal to the sum of the outstanding Current
Principal Balance and the Certificates; PROVIDED that at least two such
Reference Banks provide such rate. If fewer than two offered rates appear, the
Reference Bank Rate will be the arithmetic mean (rounded upwards if necessary to
the nearest 1/16%) of the rates quoted by one or more major banks in New York
City, selected by the Master Servicer, as of 11:00 a.m., New York time, on such
date for loans in U.S. Dollars to leading European Banks for a period of one
month in amounts approximately equal to the aggregate Current Principal Balance.
If no such quotations can be obtained, the Reference Bank Rate shall be the
Reference Bank Rate applicable to the preceding Interest Accrual Period.

         REINVESTMENT AGREEMENTS: One or more reinvestment agreements,
acceptable to the Rating Agencies, from a bank, insurance company or other
corporation or entity (including the Trustee).

         RELIEF ACT: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.

         RELIEF ACT MORTGAGE LOAN: Any Mortgage Loan as to which the Scheduled
Payment thereof has been reduced due to the application of the Relief Act

         REMIC: A real estate mortgage investment conduit, as defined in the
Code.

         REMIC I: That group of assets contained in the Trust Fund designated as
a REMIC consisting of (i) the Mortgage Loans, (ii) the related Distribution
Account, (iii) any REO Property relating to the Mortgage Loans, (iv) the rights
with respect to any Servicing Agreement, (v) the Supplemental PMI Policy and
(vi) any proceeds of the foregoing.



                                      -24-

<PAGE>



         REMIC I INTERESTS: The REMIC I Regular Interests and the Class R-I
Certificates.

         REMIC I REGULAR INTERESTS: REMIC I Regular Interest AI, REMIC I Regular
Interest AII, REMIC I Regular Interest AIII1, REMIC I Regular Interest AIII2,
REMIC I Regular Interest IB, REMIC I Regular Interest IIB, REMIC I Regular
Interest IIIB, REMIC I Regular Interest 1C, REMIC I Regular Interest X1A, REMIC
I Regular Interest X1B, REMIC I Regular Interest X1C, REMIC I Regular Interest
X2, and REMIC I Regular Interest 1P, each with such terms as described in
Section 5.01(c).

         REMIC II: That group of assets contained in the Trust Fund designated
as a REMIC consisting of the REMIC I Regular Interests.

         REMIC II CERTIFICATES: The REMIC II Regular Certificates and the Class
R-II Certificates.

         REMIC II REGULAR CERTIFICATES: As defined in Section 5.01(c).

         REMIC OPINION: An Opinion of Independent Counsel, to the effect that
the proposed action described therein would not, under the REMIC Provisions, (i)
cause REMIC I or REMIC II to fail to qualify as a REMIC while any regular
interest in such REMIC is outstanding, (ii) result in a tax on prohibited
transactions with respect to any REMIC or (iii) constitute a taxable
contribution to any REMIC after the Startup Day.

         REMIC PROVISIONS: The provisions of the federal income tax law relating
to the REMIC, which appear at Sections 860A through 860G of the Code, and
related provisions and regulations promulgated thereunder, as the foregoing may
be in effect from time to time.

         REO PROPERTY: A Mortgaged Property acquired in the name of the Trustee,
for the benefit of Certificateholders, by foreclosure or deed-in-lieu of
foreclosure in connection with a defaulted Mortgage Loan.

         REPURCHASE PRICE: With respect to any Mortgage Loan (or any property
acquired with respect thereto) required to be repurchased by the Mortgage Loan
Seller pursuant to the Mortgage Loan Purchase Agreement or Article II of this
Agreement, an amount equal to the sum of (i) 100% of the Outstanding Principal
Balance of such Mortgage Loan as of the date of repurchase (or if the related
Mortgaged Property was acquired with respect thereto, 100% of the Outstanding
Principal Balance at the date of the acquisition), plus (ii) accrued but unpaid
interest on the Outstanding Principal Balance at the related Mortgage Interest
Rate, through and including the last day of the month of repurchase, and reduced
by (iii) any portion of the Master Servicing Fees, Monthly Advances and advances
payable to the purchaser of the Mortgage Loan. With respect to any Mortgage Loan
(or any property acquired with respect thereto) required to be repurchased by
IndyMac pursuant to a Servicing Agreement, the "Repurchase Price" as defined
therein plus any additional amounts payable pursuant to Section 4.02 of the
related Servicing Agreement.

         REQUEST FOR RELEASE: A request for release in the form attached hereto
as Exhibit D.



                                      -25-

<PAGE>



         REQUIRED INSURANCE POLICY: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement with respect to such Mortgage Loan.

         RESIDUAL CERTIFICATES:  Any of the Class R Certificates.

         RESPONSIBLE OFFICER: Any officer assigned to the Corporate Trust Office
(or any successor thereto), including any Vice President, Assistant Vice
President, Trust Officer, any Assistant Secretary, any trust officer or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and having direct
responsibility for the administration of this Agreement, and any other officer
of the Trustee to whom a matter arising hereunder may be referred.

         RULE 144A CERTIFICATE: The certificate to be furnished by each
purchaser of a Private Certificate (which is also a Physical Certificate) which
is a Qualified Institutional Buyer as defined under Rule 144A promulgated under
the Securities Act, substantially in the form set forth as Exhibit F-2 hereto.

         S&P: Standard and Poor's, a division of The McGraw-Hill Companies,
Inc., and its successors in interest.

         SCHEDULED PAYMENT: With respect to any Mortgage Loan and any month, the
scheduled payment or payments of principal and interest due during such month on
such Mortgage Loan which either is payable by a Mortgagor in such month under
the related Mortgage Note or, in the case of REO Property, would otherwise have
been payable under the related Mortgage Note.

         SCHEDULED PRINCIPAL:  The principal portion of any Scheduled Payment.

         SCHEDULED PRINCIPAL BALANCE: With respect to any Mortgage Loan on any
Distribution Date, (i) the unpaid principal balance of such Mortgage Loan as of
the close of business on the related Due Date (i.e., taking account of the
principal payment to be made on such Due Date and irrespective of any
delinquency in its payment), as specified in the amortization schedule at the
time relating thereto (before any adjustment to such amortization schedule by
reason of any bankruptcy or similar proceeding occurring after the Cut-off Date
(other than a Deficient Valuation) or any moratorium or similar waiver or grace
period) and less (ii) any Principal Prepayments (including the principal portion
of Net Liquidation Proceeds) received during or prior to the related Prepayment
Period; provided that the Scheduled Principal Balance of a Liquidated Mortgage
Loan is zero.

         SECURITIES ACT:  The Securities Act of 1933, as amended.

         SECURITIES LEGEND: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND ONLY


                                      -26-

<PAGE>



(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY
THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND
(B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION. [For Private Certificates, other than the Class III-A-1
Certificates and Class S Certificates:] THIS CERTIFICATE MAY NOT BE ACQUIRED
DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED TRANSFER AND/OR HOLDING OF
A CERTIFICATE AND THE SERVICING, MANAGEMENT AND/OR OPERATION OF THE TRUST AND
ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT
COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION,
INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION EXEMPTION ("PTE") 84-14,
PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY
ADDITIONAL FIDUCIARY DUTIES ON THE PART OF THE SELLER, THE MASTER SERVICER OR
THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY
CERTIFICATE OR A GLOBAL CERTIFICATE AND WILL BE EVIDENCED BY A REPRESENTATION OR
AN OPINION OF COUNSEL TO SUCH EFFECT BY OR ON BEHALF OF AN INSTITUTIONAL
ACCREDITED INVESTOR."

         SECURITY INSTRUMENT: A written instrument creating a valid first lien
on a Mortgaged Property securing a Mortgage Note, which may be any applicable
form of mortgage, deed of trust, deed to secure debt or security deed, including
any riders or addenda thereto.

         SELLER: Structured Asset Mortgage Investments Inc., a Delaware
corporation, or its successors in interest.

         SENIOR CERTIFICATES: The Group 1 Senior Certificates, Group 2 Senior
Certificates or Group 3 Senior Certificates.



                                      -27-

<PAGE>



         SENIOR PERCENTAGE: The Group 1 Senior Percentage, Group 2 Senior
Percentage or Group 3 Senior Percentage.

         SENIOR PREPAYMENT PERCENTAGE: The Group 1 Senior Prepayment Percentage,
Group 2 Senior Prepayment Percentage or Group 3 Senior Prepayment Percentage.

         SERVICER REMITTANCE DATE: With respect to each Mortgage Loan, the date
set forth in the Servicing Agreements.

         SERVICING AGREEMENTS: The seven separate Purchase, Warranties and
Servicing Agreements, dated May 1, 2001 (with a closing date of May 17, 2001),
June 1, 2001 (with a closing date of June 14, 2001), July 1, 2001 (with a
closing date of July 6, 2001), July 1, 2001 (with a closing date of July 11,
2001), July 1, 2001 (with a closing date of July 19, 2001), July 1, 2001 (with a
closing date of July 23, 2001), and July 1, 2001 (with a closing date of July
27, 2001), each between IndyMac and the Mortgage Loan Seller.

         STARTUP DAY:  July 31, 2001.

         STOP-LOSS AMOUNT: As of the Cut-off Date, 4.00% of the Cut-off Date
Balance. With respect to any date of determination after the Cut-off Date, the
initial Stop-Loss Amount, less the aggregate amount of claims paid by the
Supplemental PMI Insurer in respect of the Supplemental PMI Policy on or before
such date of determination.

         SUBORDINATE CERTIFICATES: The Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates.

         SUBORDINATE CERTIFICATE WRITEDOWN AMOUNT: As to any Distribution Date,
the amount by which (a) the sum of the Current Principal Amounts of all the
Certificates (after giving effect to the distribution of principal and the
allocation of applicable Realized Losses in reduction of the Current Principal
Amounts of such Certificates on such Distribution Date) exceeds (b) the
aggregate Scheduled Principal Balances of the Mortgage Loans on the Due Date
related to such Distribution Date.

         SUBORDINATE OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum, without duplication, of the following (but in no event
greater than the aggregate Current Principal Amount of the Subordinate
Certificates immediately prior to such Distribution Date):

                  (i) the applicable Subordinate Percentage of the principal
         portion of all Scheduled Payments due on each Outstanding Mortgage Loan
         on the related Due Date as specified in the amortization schedule at
         the time applicable thereto (after adjustment for previous Principal
         Prepayments but before any adjustment to such amortization schedule by
         reason of any bankruptcy or similar proceeding or any moratorium or
         similar waiver or grace period);

                  (ii) the applicable Subordinate Prepayment Percentage of each
         Principal Payment in part during the related Prepayment Period with
         respect to each Mortgage Loan and the


                                      -28-

<PAGE>



         applicable Subordinate Prepayment Percentage of the Scheduled Principal
         Balance of each Mortgage Loan that was the subject of a Principal
         Prepayment in full during the related Prepayment Period;

                  (iii) the excess, if any, of (A) all Net Liquidation Proceeds
         with respect to the Mortgage Loans allocable to principal received
         during the related Prepayment Period over (B) the sum of the amounts
         distributable pursuant to clause (iii) of the definitions of Group 1
         Senior Optimal Principal Amount, Group 2 Senior Optimal Principal
         Amount and Group 3 Senior Optimal Principal Amount on such Distribution
         Date;

                  (iv) the applicable Subordinate Prepayment Percentage of the
         sum of (a) the Scheduled Principal Balance of each Mortgage Loan or
         related REO Property which was purchased with respect to such
         Distribution Date and (b) the difference, if any, between the Scheduled
         Principal Balance of a Mortgage Loan that has been replaced with a
         Substitute Mortgage Loan on such Distribution Date over the Scheduled
         Principal Balance of such Substitute Mortgage Loan; and

                  (v) on the Distribution Date on which the Current Principal
         Amounts of the Group 1 Senior Certificates, Group 2 Senior Certificates
         or Group 3 Senior Certificates have all been reduced to zero, 100% of
         any Group 1 Senior Optimal Principal Amount, Group 2 Senior Optimal
         Principal Amount or Group 3 Senior Optimal Principal Amount,
         respectively.

After the aggregate Current Principal Amount of the Subordinate Certificates has
been reduced to zero, the Subordinate Optimal Principal Amount shall be zero.

         SUBORDINATE PERCENTAGE: The Group 1, Group 2 or Group 3 Subordinate
Percentage, with respect to a Group 1, Group 2 or Group 3 Mortgage Loan,
respectively.

         SUBORDINATE PREPAYMENT PERCENTAGE: The Group 1, Group 2 or Group 3
Subordinate Prepayment Percentage, with respect to a Group 1, Group 2 or Group 3
Mortgage Loan, respectively.

         SUBSTITUTE MORTGAGE LOAN: A mortgage loan tendered to the Trustee
pursuant to the related Servicing Agreement, the Mortgage Loan Purchase
Agreement or Section 2.04 of this Agreement, as applicable, in each case, (i)
which has an Outstanding Principal Balance not greater nor materially less than
the Mortgage Loan for which it is to be substituted; (ii) which has a Mortgage
Interest Rate and Net Rate not less than, and not materially greater than, such
Mortgage Loan; (iii) which has a maturity date not materially earlier or later
than such Mortgage Loan and not later than the latest maturity date of any
Mortgage Loan; (iv) which is of the same property type and occupancy type as
such Mortgage Loan; (v) which has a Loan-to-Value Ratio not greater than the
Loan-to-Value Ratio of such Mortgage Loan; (vi) which is current in payment of
principal and interest as of the date of substitution; (vii) as to which the
payment terms do not vary in any material respect from the payment terms of the
Mortgage Loan for which it is to be substituted and (viii) which has a Gross
Margin, Periodic Rate Cap and Maximum Lifetime Mortgage Rate no less than those
of such Mortgage Loan, has the same Index and interval between Interest
Adjustment Dates as such Mortgage Loan, and a Minimum Lifetime Mortgage Rate no
lower than that of such Mortgage Loan.


                                      -29-

<PAGE>



         SUPPLEMENTAL PMI INSURANCE PREMIUM: With respect to each Distribution
Date, the premium for the Supplemental PMI Policy, equal to one month's interest
at the Supplemental PMI Insurance Premium Rate on the Scheduled Principal
Balance (as of the beginning of the related Due Period) of the Mortgage Loans
which were covered by the Supplemental PMI Policy as of the Cut-off Date,
payable by the Trustee on each Distribution Date from amounts on deposit in the
Distribution Account in accordance with Section 4.02(c) of this Agreement.

         SUPPLEMENTAL PMI INSURANCE PREMIUM RATE: With respect to any Mortgage
Loan covered by the Supplemental PMI Policy, the rate at which the premium on
the Supplemental PMI Policy accrues, which is 0.25% per annum.

         SUPPLEMENTAL PMI INSURER: Radian Guaranty, Inc., or a successor
appointed in accordance with Section 9.13(b) of this Agreement.

         SUPPLEMENTAL PMI POLICY: The supplemental primary mortgage insurance
policy of the Supplemental PMI Insurer attached hereto as Exhibit J, or any
successor Supplemental PMI Policy.

         TAX ADMINISTRATION AND TAX MATTERS PERSON: The Trustee or any successor
thereto or assignee thereof shall serve as tax administrator hereunder and as
agent for the Tax Matters Person. The Holder of each Class of Residual
Certificates shall be the Tax Matters Person for the related REMIC, as more
particularly set forth in Section 9.12 hereof.

         TRUST FUND or TRUST: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans and the other assets described in Section
2.01(a).

         TRUSTEE: Bank One, National Association, or its successor in interest,
or any successor trustee appointed as herein provided.

         UNCERTIFICATED PRINCIPAL BALANCE OR NOTIONAL AMOUNT: With respect to
any REMIC I Regular Interest, the balance or notional amount thereof as
indicated in Section 5.01, as reduced by amounts allocated thereto in reduction
thereof in accordance with Section 5.01.

         UNINSURED CAUSE: Any cause of damage to a Mortgaged Property or REO
Property such that the complete restoration of such Mortgaged Property or REO
Property is not fully reimbursable by the hazard insurance policies required to
be maintained pursuant to Section 4.10 of the Servicing Agreements, without
regard to whether or not such policy is maintained.

         UNITED STATES PERSON: A citizen or resident of the United States, a
corporation or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States or any state thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations),
provided that, for purposes solely of the Class R Certificates, no partnership
or other entity treated as a partnership for United States federal income tax
purposes shall be treated as a United States Person unless all persons that own
an interest in such partnership either directly or through any entity that is
not a corporation for United States federal income tax purposes are United
States Persons, or an estate whose income is subject to United States federal
income tax regardless of its source, or a trust if a


                                      -30-

<PAGE>



court within the United States is able to exercise primary supervision over the
administration of the trust and one or more such United States Persons have the
authority to control all substantial decisions of the trust. To the extent
prescribed in regulations by the Secretary of the Treasury, which have not yet
been issued, a trust which was in existence on August 20, 1996 (other than a
trust treated as owned by the grantor under subpart E of part I of subchapter J
of chapter 1 of the Code), and which was treated as a United States person on
August 20, 1996 may elect to continue to be treated as a United States person
notwithstanding the previous sentence.

         Section 1.02.     DETERMINATION OF LIBOR.

         LIBOR applicable to the calculation of the Pass-Through Rates on the
Class III-A-1 and Class S Certificates for any Interest Accrual Period (other
than the initial Interest Accrual Period) will be determined on each Rate
Adjustment Date as follows:

         For any Interest Accrual Period other than the first Interest Accrual
Period, the rate for United States dollar deposits for one month which appears
on the Telerate Screen Page 3750 as of 11:00 A.M., London, England time, two
LIBOR Business Days prior to the first day of such Interest Accrual Period. For
the first Interest Accrual Period, LIBOR equals 3.775% per annum with respect to
the Class III-A-1 and Class S Certificates. If such rate does not appear on such
page (or such other page as may replace that page on that service, or if such
service is no longer offered, such other service for displaying LIBOR or
comparable rates as may be reasonably selected by the Master Servicer), the rate
will be the Reference Bank Rate. If no such quotations can be obtained and no
Reference Bank Rate is available, LIBOR will be LIBOR applicable to the
preceding Distribution Date.

         The establishment of LIBOR by the Trustee on any Rate Adjustment Date
and the Trustee's subsequent calculation of the Pass-Through Rates applicable to
the Class III-A-1 and Class S Certificates for the relevant Interest Accrual
Period, in the absence of manifest error, will be final and binding.

         The Trustee will supply to any Certificateholder so requesting by
telephone the Pass-Through Rates on the Class III-A-1 and Class S Certificates
for the current and the immediately preceding Interest Accrual Periods.


                                      -31-

<PAGE>




                                   ARTICLE II

                          Conveyance of Mortgage Loans;
                        Original Issuance of Certificates

         Section 2.01. CONVEYANCE OF MORTGAGE LOANS TO TRUSTEE. (a) The Seller
concurrently with the execution and delivery of this Agreement, sells, transfers
and assigns to the Trust without recourse all its right, title and interest in
and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule,
including all interest and principal due with respect to the Mortgage Loans
after the Cut-off Date, but excluding any payments of principal and interest due
on or prior to the Cut-off Date; (ii) such assets as shall from time to time be
credited or are required by the terms of this Agreement to be credited to the
Distribution Account, (iii) such assets relating to the Mortgage Loans as from
time to time may be held by the Master Servicer in Protected Accounts, including
the Custodial Account, for the benefit of the holder of the Mortgage Loans, (iv)
any REO Property, (v) the Required Insurance Policies and any amounts paid or
payable by the insurer under any Insurance Policy (to the extent the mortgagee
has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent
provided in Subsection 2.03(a), (vii) the Servicing Agreements, (viii) the
Assignment, Assumption and Recognition Agreement, (ix) the Supplemental PMI
Policy and (x) any proceeds of the foregoing. Although it is the intent of the
parties to this Agreement that the conveyance of the Seller's right, title and
interest in and to the Mortgage Loans and other assets in the Trust Fund
pursuant to this Agreement shall constitute a purchase and sale and not a loan,
in the event that such conveyance is deemed to be a loan, it is the intent of
the parties to this Agreement that the Seller shall be deemed to have granted to
the Trustee a first priority perfected security interest in all of the Seller's
right, title and interest in, to and under the Mortgage Loans and other assets
in the Trust Fund, and that this Agreement shall constitute a security agreement
under applicable law.

         (b) In connection with the above transfer and assignment, the Seller
hereby deposits with the Trustee, with respect to each Mortgage Loan, (i) the
original Mortgage Note, endorsed without recourse to the order of the Trustee
and showing an unbroken chain of endorsements from the original payee thereof to
the Person endorsing it to the Trustee, (ii) the original Security Instrument,
which shall have been recorded, with evidence of such recording indicated
thereon, (iii) a certified copy of the assignment (which may be in the form of a
blanket assignment if permitted in the jurisdiction in which the Mortgaged
Property is located) to the Trustee of the Security Instrument, with evidence of
recording with respect to each Mortgage Loan in the name of the Trustee thereon
(or if clause (x) in the proviso below applies, shall be in recordable form),
(iv) all intervening assignments of the Security Instrument, if applicable and
only to the extent available to the Seller with evidence of recording thereon,
(v) the original or a copy of the policy or certificate of primary mortgage
guaranty insurance, to the extent available, if any, (vi) the original policy of
title insurance or mortgagee's certificate of title insurance or commitment or
binder for title insurance and (vii) originals of all modification agreements,
if applicable and available;

PROVIDED, HOWEVER, that in lieu of the foregoing, the Seller may deliver the
following documents, under the circumstances set forth below: (x) in lieu of the
original Security Instrument, assignments to the Trustee or intervening
assignments thereof which have been delivered, are being delivered or will, upon
receipt of recording information relating to the Security Instrument required to
be included


                                      -32-

<PAGE>



thereon, be delivered to recording offices for recording and have not been
returned to the Seller in time to permit their delivery as specified above, the
Seller may deliver a true copy thereof with a certification by the Seller or the
Master Servicer, on the face of such copy, substantially as follows: "Certified
to be a true and correct copy of the original, which has been transmitted for
recording"; (y) in lieu of the Security Instrument, assignment to the Trustee or
intervening assignments thereof, if the applicable jurisdiction retains the
originals of such documents (as evidenced by a certification from the Seller or
the Master Servicer, to such effect) the Seller may deliver photocopies of such
documents containing an original certification by the judicial or other
governmental authority of the jurisdiction where such documents were recorded;
and (z) the Seller shall not be required to deliver intervening assignments or
Mortgage Note endorsements between IndyMac and EMC Mortgage Corporation, between
EMC Mortgage Corporation and the Seller, and between the Seller and the Trustee;
and PROVIDED, FURTHER, HOWEVER, that in the case of Mortgage Loans which have
been prepaid in full after the Cut-off Date and prior to the Closing Date, the
Seller, in lieu of delivering the above documents, may deliver to the Trustee a
certification to such effect and shall deposit all amounts paid in respect of
such Mortgage Loans in the Distribution Account on the Closing Date. The Seller
shall deliver such original documents (including any original documents as to
which certified copies had previously been delivered) to the Trustee promptly
after they are received. The Seller shall cause, at its expense, the assignment
of the Security Instrument to the Trustee to be recorded not later than 180 days
after the Closing Date, unless such recordation is not required by the Rating
Agencies or an Opinion of Counsel has been provided as set forth below in this
Section 2.01(b). The Seller need not cause to be recorded any assignment in any
jurisdiction under any state other than Maryland, Florida, Mississippi, South
Carolina and Tennessee; provided, however, that each assignment shall be
submitted for recording by the Seller in the manner described above, at no
expense to the Trust or the Trustee, upon the earliest to occur of : (i)
reasonable direction by the Holders of Certificates evidencing Fractional
Undivided Interests aggregating not less than 25% of the Trust, (ii) the
occurrence of an Event of Default, (iii) the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Seller, (iv) the occurrence of a
servicing transfer as described in Section 8.02 hereof and (v) if IndyMac is not
the Master Servicer and with respect to any one assignment, the occurrence of a
bankruptcy, insolvency or foreclosure relating to the Mortgagor under the
related Mortgage, unless, with respect to clauses (ii) through (v) above, an
Opinion of Counsel is provided stating that such assignment does not need to be
recorded to protect the interest of the Trust in such Mortgage Loan.
Notwithstanding the foregoing, if the Seller fails to pay the cost of recording
the assignments, such expense will be paid by the Trustee and the Trustee shall
be reimbursed for such expenses by the Trust in accordance with Section 9.05.

         Section 2.02. ACCEPTANCE OF MORTGAGE LOANS BY TRUSTEE. (a) The Trustee
acknowledges the sale, transfer and assignment of the Trust to it by the Seller
and receipt of, subject to further review and the exceptions which may be noted
pursuant to the procedures described below, and declares that it holds, the
documents (or certified copies thereof) delivered to it pursuant to Section
2.01, and declares that it will continue to hold those documents and any
amendments, replacements or supplements thereto and all other assets of the
Trust Fund delivered to it as Trustee in trust for the use and benefit of all
present and future Holders of the Certificates. No later than 45 days after the
Closing Date (or, with respect to any Substitute Mortgage Loan, within five
Business Days after the receipt by the Trustee thereof), the Trustee agrees, for
the benefit of the Certificateholders, to review each Mortgage File delivered to
it and to execute and deliver, or cause to be executed and delivered, to the
Seller an Initial Certification substantially in the form annexed hereto as
Exhibit G. In


                                      -33-

<PAGE>



conducting such review, the Trustee will ascertain whether all required
documents have been executed and received and whether those documents relate,
determined on the basis of the Mortgagor name, original principal balance and
loan number, to the Mortgage Loans it has received, as identified in Exhibit B
to this Agreement, as supplemented (PROVIDED, HOWEVER, that with respect to
those documents described in subclauses (b)(iv), (b)(v) and (b)(vi) of Section
2.01, the Trustee's obligations shall extend only to documents actually
delivered pursuant to such subsections). In performing any such review, the
Trustee may conclusively rely on the purported due execution and genuineness of
any such document and on the purported genuineness of any signature thereon. If
the Trustee finds any document constituting part of the Mortgage File not to
have been executed or received, or to be unrelated to the Mortgage Loans
identified in Exhibit B or to appear to be defective on its face, the Trustee
shall promptly notify IndyMac, the Seller and the Mortgage Loans Seller. The
Trustee shall cause IndyMac to correct or cure any such defect within sixty (60)
days from the date of notice from the Trustee of the defect and if IndyMac fails
to correct or cure the defect within such period, and such defect materially and
adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the Trustee shall enforce IndyMac's obligation pursuant to the
related Servicing Agreement, with which the Seller and the Mortgage Loans Seller
shall cooperate as requested by the Trustee, within 60 days from the Trustee's
notification, to purchase such Mortgage Loan at the Repurchase Price; provided
that, if such defect would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or
repurchase must occur within 90 days from the date such breach was discovered;
PROVIDED, HOWEVER, that if such defect relates solely to the inability of
IndyMac to deliver the original Security Instrument or intervening assignments
thereof, or a certified copy because the originals of such documents, or a
certified copy have not been returned by the applicable jurisdiction, IndyMac
shall not be required to purchase such Mortgage Loan if IndyMac delivers such
original documents or certified copy promptly upon receipt, but in no event
later than 360 days after the Closing Date. The foregoing repurchase obligation
shall not apply in the event that IndyMac cannot deliver such original or copy
of any document submitted for recording to the appropriate recording office in
the applicable jurisdiction because such document has not been returned by such
office; provided that IndyMac shall instead deliver a recording receipt of such
recording office or, if such receipt is not available, a certificate confirming
that such documents have been accepted for recording, and delivery to the
Trustee shall be effected by IndyMac within thirty days of its receipt of the
original recorded document.

         (b) No later than 180 days after the Closing Date, the Trustee will
review, for the benefit of the Certificateholders, the Mortgage Files delivered
to it and will execute and deliver or cause to be executed and delivered to the
Seller a Final Certification substantially in the form annexed hereto as Exhibit
H. In conducting such review, the Trustee will ascertain whether an original of
each document required to be recorded has been returned from the recording
office with evidence of recording thereon or a certified copy has been obtained
from the recording office. If the Trustee finds any document constituting part
of the Mortgage File has not been received, or to be unrelated, determined on
the basis of the Mortgagor name, original principal balance and loan number, to
the Mortgage Loans identified in Exhibit B or to appear defective on its face,
the Trustee shall promptly notify IndyMac, the Seller and the Mortgage Loan
Seller (PROVIDED, HOWEVER, that with respect to those documents described in
subsection (b)(iv), (b)(v) and (b)(vi) of Section 2.01, the Trustee's
obligations shall extend only to the documents actually delivered pursuant to
such subsections). In accordance with the related Servicing Agreement, IndyMac
shall correct or cure any such defect or


                                      -34-

<PAGE>



EMC shall deliver to the Trustee an Opinion of Counsel to the effect that such
defect does not materially or adversely affect the interests of
Certificateholders in such Mortgage Loan within 90 days from the date of notice
from the Trustee of the defect and if IndyMac is unable to cure such defect
within such period, and if such defect materially and adversely affects the
interests of the Certificateholders in the related Mortgage Loan, the Trustee
shall enforce IndyMac's obligation under the related Servicing Agreement to
purchase such Mortgage Loan at the Repurchase Price, with which the Seller and
the Mortgage Loan Seller shall cooperate, as requested by the Trustee; PROVIDED,
HOWEVER, that if such defect relates solely to the inability of IndyMac to
deliver the original Security Instrument or intervening assignments thereof, or
a certified copy, because the originals of such documents. or a certified copy,
have not been returned by the applicable jurisdiction, IndyMac shall not be
required to purchase such Mortgage Loan, if IndyMac delivers such original
documents or certified copy promptly upon receipt, but in no event later than
360 days after the Closing Date.

         (c) In the event that a Mortgage Loan is purchased by IndyMac in
accordance with Subsections 2.02(a) or (b) above, IndyMac shall transfer the
Repurchase Price to the Trustee, and the Trustee shall deposit the Repurchase
Price in the Distribution Account and IndyMac shall provide to the Trustee
written notification detailing the components of the Repurchase Price. Upon
deposit of the Repurchase Price in the Distribution Account, the Trustee shall
release to IndyMac the related Mortgage File and shall execute and deliver all
instruments of transfer or assignment, without recourse, furnished to it by
IndyMac as are necessary to vest in IndyMac title to and rights under the
Mortgage Loan. Such purchase shall be deemed to have occurred on the date on
which the Repurchase Price in available funds is received by the Trustee. The
Trustee shall amend the Mortgage Loan Schedule, which was previously delivered
to it by Seller in a form agreed to between the Seller and the Trustee, to
reflect such repurchase and shall promptly notify the Rating Agencies of such
amendment. The obligation of IndyMac to repurchase any Mortgage Loan as to which
such a defect in a constituent document exists shall be the sole remedy
respecting such defect available to the Certificateholders or to the Trustee on
their behalf.

         Section 2.03. ASSIGNMENT OF INTEREST IN THE MORTGAGE LOAN PURCHASE
AGREEMENT. (a) The Seller hereby assigns to the Trustee, on behalf of the
Certificateholders, all of its right, title and interest in the Mortgage Loan
Purchase Agreement, including but not limited to Seller's rights and obligations
pursuant to the Servicing Agreements, provided that the Seller retains a joint
and several right in the event of breach of the representations, warranties and
covenants of the Master Servicer under the Servicing Agreements to enforce the
provisions thereof and to seek all or any available remedies; and provided
further that this shall not be deemed an agreement or requirement on the part of
the Seller to pursue any such remedies; provided, further, that the obligations
of IndyMac or the Mortgage Loan Seller, as applicable, to substitute or
repurchase, as applicable, a Mortgage Loan shall be the Trustee's and the
Certificateholders' sole remedy for any breach thereof. At the request of the
Trustee, the Seller shall take such actions as may be necessary to enforce the
above right, title and interest on behalf of the Trustee and the
Certificateholders or shall execute such further documents as the Trustee may
reasonably require in order to enable the Trustee to carry out such enforcement.

         (b) If the Seller or the Trustee discovers (i) a breach of any of the
representations and warranties set forth in Section 4.02 of the Servicing
Agreements and such breach existed on the date the representation and warranty
was made or (ii) in accordance with Section 7 of the Mortgage Loan


                                      -35-

<PAGE>



Purchase Agreement, that an event has occurred which rendered the representation
and warranty untrue in any material respect between the date of the related
Servicing Agreement and the Closing Date, which breach materially and adversely
affects the value of the interests of Certificateholders or the Trustee in the
related Mortgage Loan, the party discovering the breach shall give prompt
written notice of the breach to the other parties. IndyMac or the Mortgage Loan
Seller, as applicable, within 60 days of its discovery or receipt of notice that
such breach has occurred (whichever occurs earlier), shall cure the breach in
all material respects or, subject to the related Servicing Agreement, the
Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, shall purchase the Mortgage Loan or any property acquired with
respect thereto from the Trustee; PROVIDED, HOWEVER, that if there is a breach
of any representation set forth in the related Servicing Agreement, the Mortgage
Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, and
the Mortgage Loan or the related property acquired with respect thereto has been
sold, then IndyMac or the Mortgage Loan Seller, as applicable, shall pay, in
lieu of the Repurchase Price, any excess of the Repurchase Price over the Net
Liquidation Proceeds received upon such sale. (If the Net Liquidation Proceeds
exceed the Repurchase Price, any excess shall be paid to IndyMac or the Mortgage
Loan Seller, as applicable, to the extent not required by law to be paid to the
borrower.) Any such purchase by IndyMac or the Mortgage Loan Seller shall be
made by providing an amount equal to the Repurchase Price to the Trustee for
deposit in the Distribution Account and the Trustee, upon deposit of the
Repurchase Price in the Distribution Account and of written notification
detailing the components of such Repurchase Price, shall release to IndyMac or
the Mortgage Loan Seller, as applicable, the related Mortgage File and shall
execute and deliver all instruments of transfer or assignment furnished to it by
IndyMac or the Mortgage Loan Seller, as applicable, without recourse, as are
necessary to vest in IndyMac or the Mortgage Loan Seller, as applicable, title
to and rights under the Mortgage Loan or any property acquired with respect
thereto. Such purchase shall be deemed to have occurred on the date on which the
Repurchase Price in available funds is received by the Trustee. The Trustee
shall amend the Mortgage Loan Schedule to reflect such repurchase and shall
promptly notify the Master Servicer and the Rating Agencies of such amendment.
Enforcement of the obligation of IndyMac or the Mortgage Loan Seller to purchase
(or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property
acquired with respect thereto (or pay the Repurchase Price as set forth in the
above proviso) as to which a breach has occurred and is continuing shall
constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on their behalf.

         Section 2.04. SUBSTITUTION OF MORTGAGE LOANS. Notwithstanding anything
to the contrary in this Agreement, in lieu of purchasing a Mortgage Loan
pursuant to the related Servicing Agreement, the Mortgage Loan Purchase
Agreement or Sections 2.02 or 2.03 of this Agreement, IndyMac or the Mortgage
Loan Seller, as applicable, may, no later than the date by which such purchase
by IndyMac or the Mortgage Loan Seller, as applicable, would otherwise be
required, tender to the Trustee a Substitute Mortgage Loan accompanied by a
certificate of an authorized officer of IndyMac or the Mortgage Loan Seller, as
applicable, that such Substitute Mortgage Loan conforms to the requirements set
forth in the definition of "Substitute Mortgage Loan" in the related Servicing
Agreement or this Agreement, as applicable; PROVIDED, HOWEVER, that substitution
pursuant to the related Servicing Agreement, the Mortgage Loan Purchase
Agreement or Section 2.04 of this Agreement, as applicable, in lieu of purchase
shall not be permitted after the termination of the two- year period beginning
on the Startup Day. The Trustee shall examine the Mortgage File for any
Substitute Mortgage Loan in the manner set forth in Section 2.02(a) and shall
notify IndyMac or the


                                      -36-

<PAGE>



Mortgage Loan Seller, as applicable, in writing, within five Business Days after
receipt, whether or not the documents relating to the Substitute Mortgage Loan
satisfy the requirements of the third sentence of Subsection 2.02(a). Within two
Business Days after such notification, IndyMac or the Mortgage Loan Seller, as
applicable, shall provide to the Trustee for deposit in the Distribution Account
the amount, if any, by which the Outstanding Principal Balance as of the next
preceding Due Date of the Mortgage Loan for which substitution is being made,
after giving effect to Scheduled Principal due on such date, exceeds the
Outstanding Principal Balance as of such date of the Substitute Mortgage Loan,
after giving effect to Scheduled Principal due on such date, which amount shall
be treated for the purposes of this Agreement as if it were the payment by
IndyMac or the Mortgage Loan Seller, as applicable, of the Repurchase Price for
the purchase of a Mortgage Loan by IndyMac or the Mortgage Loan Seller, as
applicable. After such notification to IndyMac or the Mortgage Loan Seller and,
if any such excess exists, upon receipt of such deposit, the Trustee shall
accept such Substitute Mortgage Loan which shall thereafter be deemed to be a
Mortgage Loan hereunder. In the event of such a substitution, accrued interest
on the Substitute Mortgage Loan for the month in which the substitution occurs
and any Principal Prepayments made thereon during such month shall be the
property of the Trust Fund and accrued interest for such month on the Mortgage
Loan for which the substitution is made and any Principal Prepayments made
thereon during such month shall be the property of IndyMac or the Mortgage Loan
Seller, as applicable, or the Master Servicer. The Scheduled Principal on a
Substitute Mortgage Loan due on the Due Date in the month of substitution shall
be the property of IndyMac or the Mortgage Loan Seller, as applicable, and the
Scheduled Principal on the Mortgage Loan for which the substitution is made due
on such Due Date shall be the property of the Trust Fund. Upon acceptance of the
Substitute Mortgage Loan, the Trustee shall release to IndyMac or the Mortgage
Loan Seller, as applicable, the related Mortgage File related to any Mortgage
Loan released pursuant to the related Servicing Agreement, the Mortgage Loan
Purchase Agreement or Section 2.04 of this Agreement, as applicable, and shall
execute and deliver all instruments of transfer or assignment, without recourse,
in form as provided to it as are necessary to vest in IndyMac or the Mortgage
Loan Seller, as applicable, title to and rights under any Mortgage Loan released
pursuant to the related Servicing Agreement, the Mortgage Loan Purchase
Agreement or Section 2.04 of this Agreement, as applicable. IndyMac or the
Mortgage Loan Seller shall deliver the documents related to the Substitute
Mortgage Loan in accordance with the provisions of the related Servicing
Agreement or Subsections 2.01(b) and 2.02(b) of this Agreement, as applicable,
with the date of acceptance of the Substitute Mortgage Loan deemed to be the
Closing Date for purposes of the time periods set forth in those Subsections.
The representations and warranties set forth in the applicable Servicing
Agreements and the Mortgage Loan Purchase Agreement shall be deemed to have been
made by IndyMac or the Mortgage Loan Seller with respect to each Substitute
Mortgage Loan as of the date of acceptance of such Mortgage Loan by the Trustee.
The Trustee shall amend the Mortgage Loan Schedule to reflect such substitution
and shall provide a copy of such amended Mortgage Loan Schedule to the Master
Servicer and the Rating Agencies.

         Section 2.05. ISSUANCE OF CERTIFICATES. The Trustee acknowledges the
assignment to it of the Mortgage Loans and the other assets comprising the Trust
Fund and, concurrently therewith, has signed, and countersigned and delivered to
the Seller, in exchange therefor, Certificates in such authorized denominations
representing such Fractional Undivided Interests as the Seller has requested.
The Trustee agrees that it will hold the Mortgage Loans and such other assets as
may from


                                      -37-

<PAGE>



time to time be delivered to it segregated on the books of the Trustee in trust
for the benefit of the Certificateholders.

         The Seller, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey in trust to the Trustee
without recourse all the right, title and interest of the Seller in and to the
REMIC I Regular Interests for the benefit of the holders of the REMIC II
Certificates. The Trustee acknowledges receipt of the REMIC I Regular Interests
(which are uncertificated) and declares that it holds and will hold the same in
trust for the exclusive use and benefit of the holders of the REMIC II
Certificates.

         Section 2.06. REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER. The
Seller hereby represents and warrants to the Trustee as follows:

                  (i) the Seller (a) is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Delaware
         and (b) is qualified and in good standing as a foreign corporation to
         do business in each jurisdiction where such qualification is necessary,
         except where the failure so to qualify would not reasonably be expected
         to have a material adverse effect on the Seller's business as presently
         conducted or on the Purchaser's ability to enter into this Agreement
         and to consummate the transactions contemplated hereby;

                  (ii) the Seller has full corporate power to own its property,
         to carry on its business as presently conducted and to enter into and
         perform its obligations under this Agreement;

                  (iii) the execution and delivery by the Seller of this
         Agreement have been duly authorized by all necessary corporate action
         on the part of the Seller; and neither the execution and delivery of
         this Agreement, nor the consummation of the transactions herein
         contemplated, nor compliance with the provisions hereof, will conflict
         with or result in a breach of, or constitute a default under, any of
         the provisions of any law, governmental rule, regulation, judgment,
         decree or order binding on the Seller or its properties or the articles
         of incorporation or by-laws of the Seller, except those conflicts,
         breaches or defaults which would not reasonably be expected to have a
         material adverse effect on the Seller's ability to enter into this
         Agreement and to consummate the transactions contemplated hereby;

                  (iv) the execution, delivery and performance by the Seller of
         this Agreement and the consummation of the transactions contemplated
         hereby do not require the consent or approval of, the giving of notice
         to, the registration with, or the taking of any other action in respect
         of, any state, federal or other governmental authority or agency,
         except those consents, approvals, notices, registrations or other
         actions as have already been obtained, given or made;

                  (v) this Agreement has been duly executed and delivered by the
         Seller and, assuming due authorization, execution and delivery by the
         other parties hereto, constitutes a valid and binding obligation of the
         Seller enforceable against it in accordance with its terms (subject to
         applicable bankruptcy and insolvency laws and other similar laws
         affecting the enforcement of the rights of creditors generally);


                                      -38-

<PAGE>




                  (vi) there are no actions, suits or proceedings pending or, to
         the knowledge of the Seller, threatened against the Seller, before or
         by any court, administrative agency, arbitrator or governmental body
         (i) with respect to any of the transactions contemplated by this
         Agreement or (ii) with respect to any other matter which in the
         judgment of the Seller will be determined adversely to the Seller and
         will if determined adversely to the Seller materially and adversely
         affect the Seller's ability to enter into this Agreement or perform its
         obligations under this Agreement; and the Seller is not in default with
         respect to any order of any court, administrative agency, arbitrator or
         governmental body so as to materially and adversely affect the
         transactions contemplated by this Agreement; and

                  (vii) immediately prior to the transfer and assignment to the
         Trustee, each Mortgage Note and each Mortgage were not subject to an
         assignment or pledge, and the Seller had good and marketable title to
         and was the sole owner thereof and had full right to transfer and sell
         such Mortgage Loan to the Trustee free and clear of any encumbrance,
         equity, lien, pledge, charge, claim or security interest.


                                      -39-

<PAGE>



                                   ARTICLE III

                 Administration and Servicing of Mortgage Loans

         Section 3.01. MASTER SERVICER. The Mortgage Loans shall be serviced
pursuant to the Servicing Agreements. The Trustee shall furnish the Master
Servicer with any powers of attorney and other documents in form as provided to
it necessary or appropriate to enable the Master Servicer to service and
administer the related Mortgage Loans and REO Property. The Trustee shall
enforce the obligations of the Master Servicer under the Servicing Agreements,
including without limitation its obligation to purchase delinquent Mortgage
Loans pursuant to Section 4.02 of each Servicing Agreement.

         The Trustee shall provide access to the records and documentation in
possession of the Trustee regarding the related Mortgage Loans and REO Property
and the servicing thereof to the Certificateholders, the FDIC, and the
supervisory agents and examiners of the FDIC, such access being afforded only
upon reasonable prior written request and during normal business hours at the
office of the Trustee; PROVIDED, HOWEVER, that, unless otherwise required by
law, the Trustee shall not be required to provide access to such records and
documentation if the provision thereof would violate the legal right to privacy
of any Mortgagor. The Trustee shall allow representatives of the above entities
to photocopy any of the records and documentation and shall provide equipment
for that purpose at a charge that covers the Trustee's actual costs.

         Upon receipt of a request by the Master Servicer, the Trustee shall
release within five Business Days the related Mortgage File to the Master
Servicer and execute and deliver to the Master Servicer, without recourse, a
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Security Instrument
(furnished by the Master Servicer), together with the Mortgage Note with written
evidence of cancellation thereon; PROVIDED, HOWEVER, that in the case of a
Mortgage Loan as to which the related Mortgaged Property is located in
California, the related Mortgage File shall be released upon notification from
the Master Servicer that such party reasonably expects that payment in full will
be received promptly. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Distribution
Account.

         The Trustee shall execute and deliver to the Master Servicer, upon its
request, any court pleadings, requests for trustee's sale or other documents
necessary or desirable to (i) the foreclosure or trustee's sale with respect to
a Mortgaged Property; (ii) any legal action brought to obtain judgment against
any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a
deficiency judgment against the Mortgagor; or (iv) enforce any other rights or
remedies provided by the Mortgage Note or Security Instrument or otherwise
available at law or equity.

         The Trustee shall forward to the Seller copies of any reports provided
to the Trustee by the Loss Mitigation Advisor and the Trustee shall forward
copies of any such reports to the Holders of the Certificates upon written
request by such Holders. In the event that IndyMac shall be terminated as Master
Servicer, the Trustee shall cause any successor Master Servicer to enter into a
Loss Mitigation Advisory Agreement with the Loss Mitigation Advisor.



                                      -40-

<PAGE>



         With respect to any Mortgage Loans which as of the first day of a
Calendar Quarter is delinquent in payment by 90 days or more or is an REO
Property, EMC shall have the sole right (and not the Trustee) to purchase any
Mortgage Loan from the Trust which becomes 90 days or more delinquent or becomes
an REO Property, in accordance with Section 4.03 and Section 4.13 of each
Purchase Agreement; provided however (i) that such Mortgage Loan is still 90
days or more delinquent or is an REO Property as of the date of such purchase
and (ii) this purchase option, if not theretofore exercised, shall terminate on
the date prior to the last day of the related Calendar Quarter. This purchase
option, if not exercised, shall not be thereafter reinstated unless the
delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or
more delinquent or becomes an REO Property, in which case the option shall again
become exercisable as of the first day of the related Calendar Quarter.

         Section 3.02. REMIC-RELATED COVENANTS. For as long as each REMIC shall
exist, the Trustee shall act in accordance herewith to assure continuing
treatment of such REMIC as a REMIC, and the Trustee shall comply with any
directions of the Seller or the Master Servicer to assure such continuing
treatment. In particular, the Trustee shall not (a) sell or permit the sale of
all or any portion of the Mortgage Loans or of any investment of deposits in an
Account unless such sale is as a result of a repurchase of the Mortgage Loans
pursuant to this Agreement or the Trustee has received a REMIC Opinion prepared
at the expense of the Trust Fund; and (b) other than with respect to a
substitution the related Servicing Agreement, the Mortgage Loan Purchase
Agreement or Section 2.04 of this Agreement, as applicable, accept any
contribution to any REMIC after the Startup Day without receipt of a REMIC
Opinion.

         Section 3.03. REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION.
Within 15 days after each Distribution Date, the Trustee shall, in accordance
with industry standards, file with the Commission via the Electronic Data
Gathering and Retrieval System ("EDGAR"), a Form 8-K with a copy of the
statement to the Trustee who shall furnish a copy of the statement to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
January 30, 2002, the Trustee shall, in accordance with industry standards and
only if instructed by the Seller, file a Form 15 Suspension Notice with respect
to the Trust Fund, if applicable. Prior to March 30, 2002, the Trustee shall
file a Form 10-K, in substance conforming to industry standards, with respect to
the Trust Fund. The Seller hereby grants to the Trustee a limited power of
attorney to execute and file each such document on behalf of the Seller. Such
power of attorney shall continue until either the earlier of (i) receipt by the
Trustee from the Seller of written termination of such power of attorney and
(ii) the termination of the Trust Fund. The Seller agrees to promptly furnish to
the Trustee, from time to time upon request, such further information, reports
and financial statements within its control related to this Agreement and the
Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file
all necessary reports with the Commission. The Trustee shall have no
responsibility to file any items other than those specified in this Section
3.03; provided, however, the Trustee will cooperate with the Seller in
connection with any additional filings with respect to the Trust Fund as the
Seller deems necessary under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Copies of all reports filed by the Trustee under the
Exchange Act shall be sent to: the Seller c/o Bear, Stearns & Co. Inc., Attn:
Managing Director-Analysis and Control, One Metrotech Center North, Brooklyn,
New York 11202-3859. Fees and expenses incurred by the Trustee in connection
with this Section 3.03 shall not be reimbursable from the Trust Fund.



                                      -41-

<PAGE>



         Section 3.04. EMC. On the Closing Date, EMC will receive from the
Seller a payment of $5,000.

         Section 3.05. UCC. The Trustee agrees to file continuation statements
for any Uniform Commercial Code financing statements which the Seller has
informed the Trustee were filed on the Closing Date in connection with the
Trust. The Seller shall file any financing statements or amendments thereto
required by any change in the Uniform Commercial Code.


                                      -42-

<PAGE>




                                   ARTICLE IV

                                    Accounts

         Section 4.01. DISTRIBUTION ACCOUNT. (a) The Trustee shall establish and
maintain in the name of the Trustee, for the benefit of the Certificateholders,
the Distribution Account as a segregated trust account or accounts. The Trustee
will deposit in the Distribution Account as identified by the Master Servicer
and as received, the following amounts:

                  (i) Any amounts withdrawn from a Protected Account;

                  (ii) Any Monthly Advance and any Compensating Interest
         Payments;

                  (iii) Any Insurance Proceeds or Liquidation Proceeds received
         by or on behalf of the Trustee which were not deposited in a Protected
         Account;

                  (iv) The Repurchase Price with respect to any Mortgage Loans
         purchased by IndyMac pursuant to the related Servicing Agreement, or by
         the Mortgage Loans Seller with respect to the Mortgage Loan Purchase
         Agreement or Section 2.02 or 2.03 of this Agreement, as applicable, any
         amounts which are to be treated pursuant to the related Servicing
         Agreement, the Mortgage Loan Purchase Agreement or Section 2.04 of this
         Agreement, as applicable, as the payment of such a Repurchase Price,
         and all proceeds of any Mortgage Loans or property acquired in
         connection with a purchase pursuant to any Servicing Agreements or the
         optional termination of the Trust;

                  (v) Any amounts required to be deposited with respect to
         losses on investments of deposits in an Account; and

                  (vi) Any other amounts received by or on behalf of the Master
         Servicer or the Trustee and required to be deposited in the
         Distribution Account pursuant to this Agreement.

         (b) All amounts deposited to the Distribution Account shall be held by
the Trustee in the name of the Trustee in trust for the benefit of the
Certificateholders in accordance with the terms and provisions of this
Agreement.

         (c) The Distribution Account shall constitute a trust account of the
Trust Fund segregated on the books of the Trustee and held by the Trustee in
trust in its Corporate Trust Office, and the Distribution Account and the funds
deposited therein shall not be subject to, and shall be protected from, all
claims, liens, and encumbrances of any creditors or depositors of the Trustee or
the Master Servicer (whether made directly, or indirectly through a liquidator
or receiver of the Trustee or the Master Servicer). The amount at any time
credited to the Distribution Account shall be (i) fully insured by the FDIC to
the maximum coverage provided thereby or (ii) invested in the name of the
Trustee, in such Permitted Investments selected by the Trustee, provided that
time deposits of such depository institutions would be a Permitted Investment.
All Permitted Investments shall mature or be subject to redemption or withdrawal
on or before, and shall be held until, the next succeeding


                                      -43-

<PAGE>



Distribution Account Deposit Date. Any and all investment earnings from the
Distribution Account shall be paid to the Trustee in accordance with Section
4.02(c) of this Agreement. If there is any loss on a Permitted Investment or
demand deposit, the Trustee shall deposit the amount of the loss in the
Distribution Account. With respect to the Distribution Account and the funds
deposited therein, the Trustee shall take such action as may be necessary to
ensure that the Certificateholders shall be entitled to the priorities afforded
to such a trust account (in addition to a claim against the estate of the
Trustee) as provided by 12 U.S.C. ss. 92a(e), if applicable, or any applicable
comparable state statute applicable to state chartered banking corporations.

         Section 4.02. PERMITTED WITHDRAWALS AND TRANSFERS FROM THE DISTRIBUTION
ACCOUNT. (a) The Trustee will, from time to time on demand of the Master
Servicer, make or cause to be made such withdrawals or transfers from the
Distribution Account as the Master Servicer has designated for such transfer or
withdrawal pursuant to the Servicing Agreements. The Trustee may clear and
terminate the Distribution Account pursuant to Section 10.01 and remove amounts
from time to time deposited in error.

         (b) On an ongoing basis, the Trustee shall withdraw from the
Distribution Account any expenses recoverable by the Trustee pursuant to
Sections 7.01 and 9.05.

         (c) On each Distribution Date, the Trustee shall pay the amount
distributable to the Holders of the Certificates in accordance with Section 6.01
from the funds in the Distribution Account. In addition, on each Distribution
Date, the Trustee shall pay to the Supplemental PMI Insurer the Supplemental PMI
Insurance Premium for such Distribution Date, shall pay to itself any investment
earnings as its compensation, or retain the benefit of any balances held
therein, as applicable, and shall pay to the Loss Mitigation Advisor the
Advisor's Fee, from the funds in the Distribution Account.


                                      -44-

<PAGE>




                                    ARTICLE V

                                  Certificates

         Section 5.01. CERTIFICATES. (a) The Depository, the Seller and the
Trustee have entered into a Depository Agreement dated as of July 31, 2001 (the
"Depository Agreement"). Except for the Residual Certificates, the Private
Certificates and the Individual Certificates and as provided in Subsection
5.01(b), the Certificates shall at all times remain registered in the name of
the Depository or its nominee and at all times: (i) registration of such
Certificates may not be transferred by the Trustee except to a successor to the
Depository; (ii) ownership and transfers of registration of such Certificates on
the books of the Depository shall be governed by applicable rules established by
the Depository; (iii) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants; (iv) the Trustee shall
deal with the Depository as representative of such Certificate Owners of the
respective Class of Certificates for purposes of exercising the rights of
Certificateholders under this Agreement, and requests and directions for and
votes of such representative shall not be deemed to be inconsistent if they are
made with respect to different Certificate Owners; and (v) the Trustee may rely
and shall be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants.

         The Residual Certificates and the Private Certificates are initially
Physical Certificates. If at any time the Holders of all of the Certificates of
one or more such Classes request that the Trustee cause such Class to become
Global Certificates, the Trustee and the Seller will take such action as may be
reasonably required to cause the Depository to accept such Class or Classes for
trading if it may legally be so traded.

         All transfers by Certificate Owners of such respective Classes of
Book-Entry Certificates and any Global Certificates shall be made in accordance
with the procedures established by the Depository Participant or brokerage firm
representing such Certificate Owners. Each Depository Participant shall only
transfer Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts as agent in accordance with the Depository's
normal procedures.

         (b) If (i)(A) the Seller advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Trustee or the Seller is unable to
locate a qualified successor within 30 days or (ii) the Seller at its option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Depository, the Trustee shall request that the Depository notify all
Certificate Owners of the occurrence of any such event and of the availability
of definitive, fully registered Certificates to Certificate Owners requesting
the same. Upon surrender to the Trustee of the Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall issue the definitive Certificates. Neither the Seller nor the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.

         (c) (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests,
which will be uncertificated and non-transferable and are hereby designated as
the "regular interests" in REMIC


                                      -45-

<PAGE>



I and (y) the Class R-I Certificates, which is hereby designated as the single
"residual interest" in REMIC I.

         The REMIC I Regular Interests and the Class R-I Certificates will have
the following designations and pass-through rates, and distributions of
principal and interest thereon shall be allocated in the following manner:


<TABLE>
<CAPTION>
                                                                          Corresponding Classes
                                                                             of Certificates
                                                                             ---------------
                                                             Pass-            Allocation            Allocation
         REMIC I          Initial Uncertificated            Through               of                    of
        Interest          Principal Balance ($)              Rate              Principal            Interest
        --------          ---------------------              ----              ---------            --------
<S>                       <C>                               <C>           <C>                       <C>
AI                               133,394,600.00               (1)                 I-A                  I-A
1C                                        50.00               (1)                R-II                  R-II
AII                               25,640,100.00               (2)                II-A                  II-A
1P                                       100.00               (2)                 XP                  XP(9)
AIII1                            225,000,000.00               (3)               III-A-1              III-A-1
AIII2                            121,236,100.00               (3)               III-A-2              III-A-2
X1A                             138,232,931.00*               (5)                 --                   X-1
X1B                              26,570,156.00*               (6)                 --                   X-1
X1C                             358,793,967.00*               (7)                 --                   X-1
X2                              523,597,054.00*               (8)                 --                   X-2
IB                                 4,838,231.00               (1)                 (4)                  (4)
IIB                                  929,956.00               (2)                 (4)                  (4)
IIIB                              12,557,867.00               (3)                 (4)                  (4)
R-I                                       50.00               (1)                 N/A                  N/A
</TABLE>

* Notional Amount

_______________
(1) During each Interest Accrual Period, REMIC I Regular Interests AI, IB and 1C
and the Class R-I Certificates will bear interest at a variable Pass-Through
Rate equal to the weighted average of the Net Rates of the Group 1 Mortgage
Loans minus 0.293% per annum.

(2) During each Interest Accrual Period, REMIC I Regular Interests AII, 1P and
IIB will bear interest at a variable Pass-Through Rate equal to the weighted
average of the Net Rates of the Group 2 Mortgage Loans minus 0.293% per annum.

(3) During each Interest Accrual Period, REMIC I Regular Interests AIII1, AIII2
and IIIB will bear interest at a variable Pass-Through Rate equal to the
weighted average of the Net Rates of the Group 3 Mortgage Loans minus 0.379% per
annum.

(4) The corresponding Classes of Certificates for these REMIC I Regular
Interests are all the Subordinate Certificates. Principal and interest shall be
allocable to these REMIC I Regular Interests and shall be apportioned among such
REMIC I Regular Interests in the same order and priority as payments are to be
made to the Subordinate Certificates; provided however, the portion of the
Subordinate Certificates allocable to the Group 1 Mortgage Loans shall be
allocated to REMIC I Regular Interest IB, the portion of the Subordinate
Certificates allocable to the Group


                                      -46-

<PAGE>



2 Mortgage Loans shall be allocated to REMIC I Regular Interest IIB and the
portion of the Subordinate Certificates allocable to the Group 3 Mortgage Loans
shall be allocated to REMIC I Regular Interest IIIB.

(5) The Uncertificated Notional Amount of REMIC I Regular Interest X1A is equal
to the Stated Principal Balance of the Group 1 Mortgage Loans and will bear
interest at a pass-through rate equal to 0.253% per annum.

(6) The Uncertificated Notional Amount of REMIC I Regular Interest X1B is equal
to the Stated Principal Balance of the Group 2 Mortgage Loans and will bear
interest at a pass-through rate equal to 0.253% per annum.

(7) The Uncertificated Notional Amount of REMIC I Regular Interest X1C is equal
to the Stated Principal Balance of the Group 3 Mortgage Loans and will bear
interest at a pass-through rate equal to 0.339% per annum.

(8) The Uncertificated Notional Amount of REMIC I Regular Interest X2 is equal
to the aggregate Stated Principal Balance of the Group 1, Group 2 and Group 3
Mortgage Loans, respectively, and will bear interest at a pass-through rate
equal to 0.04% per annum.

(9) On each Distribution Date, any Prepayment Charges in respect of the Mortgage
Loans received during the related Prepayment Period shall be deemed distributed
by the Trustee to REMIC I Regular Interest 1P and shall not be available for
distribution to any other REMIC 1 Regular Interest. The payment of the foregoing
amounts to REMIC I Regular Interest 1P shall not reduce the Uncertificated
Principal Balance thereof.

         Principal and interest shall be payable to, and shortfalls, losses and
prepayments are allocable to, the REMIC I Regular Interests in the same order
and priority as payments are to be made on, and shortfalls, losses and
prepayments are allocable to, the corresponding Classes of Certificates.

(ii) REMIC II will be evidenced by (x) the Certificates (other than the Class R
Certificates) (the "REMIC II Regular Certificates"), which are hereby designated
as the "regular interests" in REMIC II and have the principal balances and
accrue interest at the Pass-Through Rates equal to those set forth in Section
5.01(d) and (y) the Class R-II Certificate, which is hereby designated as the
single "residual interest" in REMIC II.

         (d) The Classes of the Certificates shall have the following
designations, initial principal amounts and Pass-Through Rates:


<TABLE>
<CAPTION>
       Designation                Initial Principal Amount         Pass-through Rate
       -----------                ------------------------         -----------------
<S>                               <C>                              <C>
            I-A                     $     133,394,600.00                 (1)
           II-A                     $      25,640,100.00                 (2)
        III-A-1                     $     225,000,000.00                 (3)
        III-A-2                     $     121,236,100.00                 (3)
             XP                     $             100.00                 (2)
            X-1                     $                  *                  *
            X-2                     $                  *                  *
              S                     $                  *                 (5)
            R-I                     $              50.00                 (1)
           R-II                     $              50.00                 (1)



                                      -47-

<PAGE>




            B-1                    $         6,545,000.00                 (4)
            B-2                    $         4,974,200.00                 (4)
            B-3                    $         2,879,700.00                 (4)
            B-4                    $         1,309,000.00                 (4)
            B-5                    $         1,309,000.00                 (4)
            B-6                    $         1,309,154.00                 (4)
</TABLE>

_____________

*        The Notional Amount of the Class X-1 Certificates shall consist of the
         sum of three components: (i) the aggregate Stated Principal Balance of
         the Group 1 Mortgage Loans, which is equal to the Uncertificated
         Notional Amount of REMIC I Regular Interest X1A, (ii) the aggregate
         Stated Principal Balance of the Group 2 Mortgage Loans, which is equal
         to the Uncertificated Notional Amount of REMIC I Regular Interest X1B
         and (iii) the aggregate Stated Principal Balance of the Group 3
         Mortgage Loans, which is equal to the Uncertificated Notional Amount of
         REMIC I Regular Interest X1C. The Class X Certificates will bear
         interest (A) at a pass-through rate on the Notional Amount in clause
         (i) above equal to 0.253% per annum; (B) at a pass-through rate on the
         Notional Amount in clause (ii) above equal to 0.253% per annum; and (C)
         at a pass- through rate on the Notional Amount in clause (iii) above
         equal to 0.339% per annum. The Notional Amount of the Class X-2
         Certificates shall consist of the sum of three components: (i) the
         aggregate Stated Principal Balance of the Group 1 Mortgage Loans (ii)
         the aggregate Stated Principal Balance of the Group 2 Mortgage Loans
         and (iii) the aggregate Stated Principal Balance of the Group 3
         Mortgage Loans, the sum of which is equal to REMIC I Regular Interest
         X2. The Class X-2 Certificates will bear interest at a pass-through
         rate on the Notional Amount in each of clauses (i), (ii) and (iii)
         above equal to 0.04%. The Notional Amount of the Class S Certificates
         shall equal the Current Principal Amount of the Class III-A-1
         Certificates, which is equal to REMIC I Regular Interest AIII1. The
         Class S Certificates will bear interest at a pass-through rate on the
         Notional Amount equal to the excess, if any, of (i) (a) the weighted
         average of the Net Rates of the Group 3 Mortgage Loans, weighted on the
         basis of the respective Scheduled Principal Balances of each such
         Mortgage Loan as of the beginning of the Due Period immediately
         preceding the related Distribution Date, minus 0.379% per annum, times
         (b) a fraction equal to (x) 30 divided by (y) the actual number of days
         in the related Interest Accrual Period and (ii) LIBOR plus 0.35% per
         annum.

(1) The Class I-A, Class R-I and Class R-II Certificates will bear interest at a
variable Pass-Through Rate equal to the weighted average of the Net Rates of the
Group 1 Mortgage Loans, weighted on the basis of the respective Scheduled
Principal Balances of each such Mortgage Loan as of the beginning of the Due
Period immediately preceding the related Distribution Date, minus 0.293% per
annum. The Pass-Through Rate with respect to the first Interest Accrual Period
is expected to be approximately 6.512% per annum.

(2) The Class II-A Certificates and Class XP Certificates will bear interest at
a variable Pass-Through Rate equal to the weighted average of the Net Rates of
the Group 2 Mortgage Loans, weighted on the basis of the respective Scheduled
Principal Balances of each such Mortgage Loan as of the beginning of the Due
Period immediately preceding the related Distribution Date, minus 0.293% per
annum. The Pass-Through Rate with respect to the first Interest Accrual Period
is expected to be approximately 6.569% per annum.

(3) The Class III-A-1 Certificates will bear interest at a variable Pass-Through
Rate equal to the lesser of (i) LIBOR plus 0.35% per annum and (ii) (a) the
weighted average of the Net Rates of the Group 3 Mortgage Loans, weighted on the
basis of the respective Scheduled Principal Balances of each such Mortgage Loan
as of the beginning of the Due Period immediately preceding the related
Distribution Date, minus 0.379% per annum, times (b) a fraction equal to (x) 30
divided by (y) the actual number of days in the related Interest Accrual Period.
The Pass-Through Rate with respect to the first Interest Accrual Period is
expected to be approximately 4.125% per annum. The Class III-A-2 Certificates
will bear interest at a variable Pass-Through Rate equal to the weighted average
of the Net Rates of the Group 3 Mortgage Loans, weighted on the basis of the
respective Scheduled Principal Balances of each such Mortgage Loan as of the
beginning of the Due Period immediately preceding the related Distribution Date,
minus 0.379% per


                                      -48-

<PAGE>



annum. The Pass-Through Rate with respect to the first Interest Accrual Period
is expected to be approximately 6.508% per annum.

(4) The Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates will bear interest at a variable Pass-Through Rate equal to the
weighted average of the REMIC I Regular Interest IB, REMIC I Regular Interest
IIB and REMIC I Regular Interest IIIB, each weighted based on its Uncertificated
Principal Balance. The Pass- Through Rate with respect to the first Interest
Accrual Period is expected to be approximately 6.512% per annum.

(5) The Class S Certificate will bear interest at a variable Pass-Through Rate
equal to the excess, if any, of (i) (a) the weighted average of the Net Rates of
the Group 3 Mortgage Loans, weighted on the basis of the respective Scheduled
Principal Balances of each such Mortgage Loan as of the beginning of the Due
Period immediately preceding the related Distribution Date, minus 0.379% per
annum, times (b) a fraction equal to (x) 30 divided by (y) the actual number of
days in the related Interest Accrual Period and (ii) LIBOR plus 0.35% per annum.

         (e) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity date for
the Mortgage Loan with the latest maturity date in the Trust Fund has been
designated as the "latest possible maturity date" for the REMIC I Regular
Interests and the Certificates.

         (f) With respect to each Distribution Date, each Class of Certificates
shall accrue interest during the related Interest Accrual Period. With respect
to each Distribution Date and each such Class of Certificates other than the
Class S Certificates and the Class III-A-1 Certificates, interest shall be
calculated on the basis of a 360-day year comprised of twelve 30-day months, and
in the case of the Class S Certificates and the Class III-A-1 Certificates, on
the basis of a 360-day year and the number of days in the related Interest
Accrual Period, based upon the respective Pass-Through Rate set forth, or
determined as provided, above and the Current Principal Amount or Notional
Amount of such Class applicable to such Distribution Date.

         (g) The Certificates shall be substantially in the forms set forth in
Exhibits A-1, A-2 and A-3. On original issuance, the Trustee shall sign,
countersign and shall deliver them at the direction of the Seller. Pending the
preparation of definitive Certificates of any Class, the Trustee may sign and
countersign temporary Certificates that are printed, lithographed or
typewritten, in authorized denominations for Certificates of such Class,
substantially of the tenor of the definitive Certificates in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers or authorized signatories executing such
Certificates may determine, as evidenced by their execution of such
Certificates. If temporary Certificates are issued, the Seller will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the office of the Trustee, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Certificates, the
Trustee shall sign and countersign and deliver in exchange therefor a like
aggregate principal amount, in authorized denominations for such Class, of
definitive Certificates of the same Class. Until so exchanged, such temporary
Certificates shall in all respects be entitled to the same benefits as
definitive Certificates.

         (h) Each Class of Book-Entry Certificates will be registered as a
single Certificate of such Class held by a nominee of the Depository or the DTC
Custodian, and beneficial interests will be held by investors through the
book-entry facilities of the Depository in minimum denominations of


                                      -49-

<PAGE>



(i) in the case of the Senior Certificates (other than the Residual
Certificates), $1,000 and in each case increments of $1.00 in excess thereof,
and (ii) in the case of the Offered Subordinate Certificates, $25,000 and
increments of $1.00 in excess thereof, except that one Certificate of each such
Class may be issued in a different amount so that the sum of the denominations
of all outstanding Certificates of such Class shall equal the Current Principal
Amount of such Class on the Closing Date. On the Closing Date, the Trustee shall
execute and countersign Physical Certificates all in an aggregate principal
amount that shall equal the Current Principal Amount of such Class on the
Closing Date. The Private Certificates will be issued in certificated
fully-registered form in minimum denominations of $25,000 and increments of
$1.00 in excess thereof, except that one Certificate of each such Class may be
issued in a different amount so that the sum of the denominations of all
outstanding Certificates of such Class shall equal the Current Principal Amount
of such Class on the Closing Date. The Class R-I and Class R-II Certificates
shall each be issued in certificated fully-registered form in the denomination
of $50 and $50, respectively. The Class XP Certificates shall each be issued in
certificated fully-registered form in the denomination of $100. Each Class of
Global Certificates, if any, shall be issued in fully registered form in minimum
dollar denominations of $50,000 and integral multiples of $1.00 in excess
thereof, except that one Certificate of each Class may be in a different
denomination so that the sum of the denominations of all outstanding
Certificates of such Class shall equal the Current Principal Amount of such
Class on the Closing Date. On the Closing Date, the Trustee shall execute and
countersign (i) in the case of each Class of Offered Certificates, the
Certificate in the entire Current Principal Amount of the respective Class and
(ii) in the case of each Class of Private Certificates, Individual Certificates
all in an aggregate principal amount that shall equal the Current Principal
Amount of each such respective Class on the Closing Date. The Certificates
referred to in clause (i) and if at any time there are to be Global
Certificates, the Global Certificates shall be delivered by the Seller to the
Depository or pursuant to the Depository's instructions, shall be delivered by
the Seller on behalf of the Depository to and deposited with the DTC Custodian.
The Trustee shall sign the Certificates by facsimile or manual signature and
countersign them by manual signature on behalf of the Trustee by one or more
authorized signatories, each of whom shall be Responsible Officers of the
Trustee or its agent. A Certificate bearing the manual and facsimile signatures
of individuals who were the authorized signatories of the Trustee or its agent
at the time of issuance shall bind the Trustee, notwithstanding that such
individuals or any of them have ceased to hold such positions prior to the
delivery of such Certificate.

         (i) No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
the manually executed countersignature of the Trustee or its agent, and such
countersignature upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly executed and delivered hereunder.
All Certificates issued on the Closing Date shall be dated the Closing Date. All
Certificates issued thereafter shall be dated the date of their
countersignature.

         (j) The Closing Date is hereby designated as the "startup" day of each
REMIC within the meaning of Section 860G(a)(9) of the Code.

         (k) For federal income tax purposes, each REMIC shall have a tax year
that is a calendar year and shall report income on an accrual basis.



                                      -50-

<PAGE>



         (l) The Trustee on behalf of the Trust shall cause each REMIC to timely
elect to be treated as a REMIC under Section 860D of the Code. Any
inconsistencies or ambiguities in this Agreement or in the administration of any
Trust established hereby shall be resolved in a manner that preserves the
validity of such elections.

         Section 5.02. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.
(a) The Trustee shall maintain at its Corporate Trust Office a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided.

         (b) Subject to Subsection 5.01(a) and, in the case of any Global
Certificate or Physical Certificate upon the satisfaction of the conditions set
forth below, upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose, the Trustee
shall sign, countersign and shall deliver, in the name of the designated
transferee or transferees, a new Certificate of a like Class and aggregate
Fractional Undivided Interest, but bearing a different number.

         (c) By acceptance of an Individual Certificate, whether upon original
issuance or subsequent transfer, each holder of such a Certificate acknowledges
the restrictions on the transfer of such Certificate set forth in the Securities
Legend and agrees that it will transfer such a Certificate only as provided
herein. In addition to the provisions of Subsection 5.02(h), the following
restrictions shall apply with respect to the transfer and registration of
transfer of an Individual Certificate to a transferee that takes delivery in the
form of an Individual Certificate:

                  (i) The Trustee shall register the transfer of an Individual
         Certificate if the requested transfer is being made to a transferee who
         has provided the Trustee with a Rule 144A Certificate or comparable
         evidence as to its QIB status.

                  (ii) The Trustee shall register the transfer of any Individual
         Certificate if (x) the transferor has advised the Trustee in writing
         that the Certificate is being transferred to an Institutional
         Accredited Investor; and (y) prior to the transfer the transferee
         furnishes to the Trustee an Investment Letter (and the Trustee shall be
         fully protected in so doing), provided that, if based upon an Opinion
         of Counsel to the effect that the delivery of (x) and (y) above are not
         sufficient to confirm that the proposed transfer is being made pursuant
         to an exemption from, or in a transaction not subject to, the
         registration requirements of the Securities Act and other applicable
         laws, the Trustee shall as a condition of the registration of any such
         transfer require the transferor to furnish such other certifications,
         legal opinions or other information prior to registering the transfer
         of an Individual Certificate as shall be set forth in such Opinion of
         Counsel.

         (d) Subject to Subsection 5.02(h), so long as a Global Certificate of
such Class is outstanding and is held by or on behalf of the Depository,
transfers of beneficial interests in such Global Certificate, or transfers by
holders of Individual Certificates of such Class to transferees that take
delivery in the form of beneficial interests in the Global Certificate, may be
made only in accordance with this Subsection 5.02(d) and in accordance with the
rules of the Depository:



                                      -51-

<PAGE>



                  (i) In the case of a beneficial interest in the Global
         Certificate being transferred to an Institutional Accredited Investor,
         such transferee shall be required to take delivery in the form of an
         Individual Certificate or Certificates and the Trustee shall register
         such transfer only upon compliance with the provisions of Subsection
         5.02(c)(ii).

                  (ii) In the case of a beneficial interest in a Class of Global
         Certificates being transferred to a transferee that takes delivery in
         the form of an Individual Certificate or Certificates of such Class,
         except as set forth in clause (i) above, the Trustee shall register
         such transfer only upon compliance with the provisions of Subsection
         5.02(c)(i).

                  (iii) In the case of an Individual Certificate of a Class
         being transferred to a transferee that takes delivery in the form of a
         beneficial interest in a Global Certificate of such Class, the Trustee
         shall register such transfer if the transferee has provided the Trustee
         with a Rule 144A Certificate or comparable evidence as to its QIB
         status.

                  (iv) No restrictions shall apply with respect to the transfer
         or registration of transfer of a beneficial interest in the Global
         Certificate of a Class to a transferee that takes delivery in the form
         of a beneficial interest in the Global Certificate of such Class;
         provided that each such transferee shall be deemed to have made such
         representations and warranties contained in the Rule 144A Certificate
         as are sufficient to establish that it is a QIB.

         (e) Subject to Subsection 5.02(h), an exchange of a beneficial interest
in a Global Certificate of a Class for an Individual Certificate or Certificates
of such Class, an exchange of an Individual Certificate or Certificates of a
Class for a beneficial interest in the Global Certificate of such Class and an
exchange of an Individual Certificate or Certificates of a Class for another
Individual Certificate or Certificates of such Class (in each case, whether or
not such exchange is made in anticipation of subsequent transfer, and, in the
case of the Global Certificate of such Class, so long as such Certificate is
outstanding and is held by or on behalf of the Depository) may be made only in
accordance with this Subsection 5.02(e) and in accordance with the rules of the
Depository:

                  (i) A holder of a beneficial interest in a Global Certificate
         of a Class may at any time exchange such beneficial interest for an
         Individual Certificate or Certificates of such Class.

                  (ii) A holder of an Individual Certificate or Certificates of
         a Class may exchange such Certificate or Certificates for a beneficial
         interest in the Global Certificate of such Class if such holder
         furnishes to the Trustee a Rule 144A Certificate or comparable evidence
         as to its QIB status.

                  (iii) A holder of an Individual Certificate of a Class may
         exchange such Certificate for an equal aggregate principal amount of
         Individual Certificates of such Class in different authorized
         denominations without any certification.

         (f) (i) Upon acceptance for exchange or transfer of an Individual
Certificate of a Class for a beneficial interest in a Global Certificate of such
Class as provided herein, the Trustee shall cancel such Individual Certificate
and shall (or shall request the Depository to) endorse on the


                                      -52-

<PAGE>



schedule affixed to the applicable Global Certificate (or on a continuation of
such schedule affixed to the Global Certificate and made a part thereof) or
otherwise make in its books and records an appropriate notation evidencing the
date of such exchange or transfer and an increase in the certificate balance of
the Global Certificate equal to the certificate balance of such Individual
Certificate exchanged or transferred therefor.

                  (ii) Upon acceptance for exchange or transfer of a beneficial
         interest in a Global Certificate of a Class for an Individual
         Certificate of such Class as provided herein, the Trustee shall (or
         shall request the Depository to) endorse on the schedule affixed to
         such Global Certificate (or on a continuation of such schedule affixed
         to such Global Certificate and made a part thereof) or otherwise make
         in its books and records an appropriate notation evidencing the date of
         such exchange or transfer and a decrease in the certificate balance of
         such Global Certificate equal to the certificate balance of such
         Individual Certificate issued in exchange therefor or upon transfer
         thereof.

         (g) The Securities Legend shall be placed on any Individual Certificate
issued in exchange for or upon transfer of another Individual Certificate or of
a beneficial interest in a Global Certificate.

         (h) Subject to the restrictions on transfer and exchange set forth in
this Section 5.02, the holder of any Individual Certificate may transfer or
exchange the same in whole or in part (in an initial certificate balance equal
to the minimum authorized denomination set forth in Section 5.01(h) above or any
integral multiple of $1.00 in excess thereof) by surrendering such Certificate
at the Corporate Trust Office, or at the office of any transfer agent, together
with an executed instrument of assignment and transfer satisfactory in form and
substance to the Trustee in the case of transfer and a written request for
exchange in the case of exchange. The holder of a beneficial interest in a
Global Certificate may, subject to the rules and procedures of the Depository,
cause the Depository (or its nominee) to notify the Trustee in writing of a
request for transfer or exchange of such beneficial interest for an Individual
Certificate or Certificates. Following a proper request for transfer or
exchange, the Trustee shall, within five Business Days of such request made at
such Corporate Trust Office, sign, countersign and deliver at such Corporate
Trust Office, to the transferee (in the case of transfer) or holder (in the case
of exchange) or send by first class mail at the risk of the transferee (in the
case of transfer) or holder (in the case of exchange) to such address as the
transferee or holder, as applicable, may request, an Individual Certificate or
Certificates, as the case may require, for a like aggregate Fractional Undivided
Interest and in such authorized denomination or denominations as may be
requested. The presentation for transfer or exchange of any Individual
Certificate shall not be valid unless made at the Corporate Trust Office by the
registered holder in person, or by a duly authorized attorney-in-fact.

         (i) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class and
aggregate Fractional Undivided Interest, upon surrender of the Certificates to
be exchanged at any such office or agency; PROVIDED, HOWEVER, that no
Certificate may be exchanged for new Certificates unless the original Fractional
Undivided Interest represented by each such new Certificate (i) is at least
equal to the minimum authorized denomination or (ii) is acceptable to the Seller
as indicated to the Trustee in writing. Whenever any


                                      -53-

<PAGE>



Certificates are so surrendered for exchange, the Trustee shall sign and
countersign and the Trustee shall deliver the Certificates which the
Certificateholder making the exchange is entitled to receive.

         (j) If the Trustee so requires, every Certificate presented or
surrendered for transfer or exchange shall be duly endorsed by, or be
accompanied by a written instrument of transfer, with a signature guarantee, in
form satisfactory to the Trustee, duly executed by the holder thereof or his or
her attorney duly authorized in writing.

         (k) No service charge shall be made for any transfer or exchange of
Certificates, but the Trustee may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.

         (l) The Trustee shall cancel all Certificates surrendered for transfer
or exchange but shall retain such Certificates in accordance with its standard
retention policy or for such further time as is required by the record retention
requirements of the Securities Exchange Act of 1934, as amended, and thereafter
may destroy such Certificates.

         Section 5.03. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. (a) If
(i) any mutilated Certificate is surrendered to the Trustee, or the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee such security or
indemnity as it may require to save it harmless, and (iii) the Trustee has not
received notice that such Certificate has been acquired by a third Person, the
Trustee shall sign, countersign and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and Fractional Undivided Interest but in each case bearing a different
number. The mutilated, destroyed, lost or stolen Certificate shall thereupon be
canceled of record by the Trustee and shall be of no further effect and evidence
no rights.

         (b) Upon the issuance of any new Certificate under this Section 5.03,
the Trustee may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
Any duplicate Certificate issued pursuant to this Section 5.03 shall constitute
complete and indefeasible evidence of ownership in the Trust Fund, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

         Section 5.04. PERSONS DEEMED OWNERS. Prior to due presentation of a
Certificate for registration of transfer, the Seller, the Trustee and any agent
of the Seller or the Trustee may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 6.01 and for all other purposes whatsoever.
Neither the Seller, the Trustee nor any agent of the Seller or the Trustee shall
be affected by notice to the contrary. No Certificate shall be deemed duly
presented for a transfer effective on any Record Date unless the Certificate to
be transferred is presented no later than the close of business on the third
Business Day preceding such Record Date.

         Section 5.05. TRANSFER RESTRICTIONS ON RESIDUAL CERTIFICATES. (a)
Residual Certificates, or interests therein, may not be transferred without the
prior express written consent of the Tax Matters Person and the Seller. As a
prerequisite to such consent, the proposed transferee must provide the


                                      -54-

<PAGE>



Tax Matters Person, the Seller and the Trustee with an affidavit that the
proposed transferee is a Permitted Transferee (and, unless the Tax Matters
Person and the Seller consent to the transfer to a person who is not a U.S.
Person, an affidavit that it is a U.S. Person) as provided in Subsection
5.05(b).

         (b) No transfer, sale or other disposition of a Residual Certificate
(including a beneficial interest therein) may be made unless, prior to the
transfer, sale or other disposition of a Residual Certificate, the proposed
transferee (including the initial purchasers thereof) delivers to the Tax
Matters Person, the Trustee and the Seller an affidavit in the form attached
hereto as Exhibit E stating, among other things, that as of the date of such
transfer (i) such transferee is a Permitted Transferee and that (ii) such
transferee is not acquiring such Residual Certificate for the account of any
person who is not a Permitted Transferee. The Tax Matters Person shall not
consent to a transfer of a Residual Certificate if it has actual knowledge that
any statement made in the affidavit issued pursuant to the preceding sentence is
not true. Notwithstanding any transfer, sale or other disposition of a Residual
Certificate to any Person who is not a Permitted Transferee, such transfer, sale
or other disposition shall be deemed to be of no legal force or effect
whatsoever and such Person shall not be deemed to be a Holder of a Residual
Certificate for any purpose hereunder, including, but not limited to, the
receipt of distributions thereon. If any purported transfer shall be in
violation of the provisions of this Subsection 5.05(b), then the prior Holder
thereof shall, upon discovery that the transfer of such Residual Certificate was
not in fact permitted by this Subsection 5.05(b), be restored to all rights as a
Holder thereof retroactive to the date of the purported transfer. None of the
Trustee, the Tax Matters Person or the Seller shall be under any liability to
any Person for any registration or transfer of a Residual Certificate that is
not permitted by this Subsection 5.05(b) or for making payments due on such
Residual Certificate to the purported Holder thereof or taking any other action
with respect to such purported Holder under the provisions of this Agreement so
long as the written affidavit referred to above was received with respect to
such transfer, and the Tax Matters Person, the Trustee and the Seller, as
applicable, had no knowledge that it was untrue. The prior Holder shall be
entitled to recover from any purported Holder of a Residual Certificate that was
in fact not a permitted transferee under this Subsection 5.05(b) at the time it
became a Holder all payments made on such Residual Certificate. Each Holder of a
Residual Certificate, by acceptance thereof, shall be deemed for all purposes to
have consented to the provisions of this Subsection 5.05(b) and to any amendment
of this Agreement deemed necessary (whether as a result of new legislation or
otherwise) by counsel of the Tax Matters Person or the Seller to ensure that the
Residual Certificates are not transferred to any Person who is not a Permitted
Transferee and that any transfer of such Residual Certificates will not cause
the imposition of a tax upon the Trust or cause any REMIC to fail to qualify as
a REMIC.

         (c) Unless the Tax Matters Person shall have consented in writing
(which consent may be withheld in the Tax Matters Person's sole discretion), the
Residual Certificates (including a beneficial interest therein) may not be
purchased by or transferred to any person who is not a United States Person.

         (d) By accepting a Residual Certificate, the purchaser thereof agrees
to be a Tax Matters Person, and appoints the Trustee to act as its agent with
respect to all matters concerning the tax obligations of the Trust.



                                      -55-

<PAGE>



         Section 5.06. RESTRICTIONS ON TRANSFERABILITY OF CERTIFICATES. (a) No
offer, sale, transfer or other disposition (including pledge) of any Certificate
shall be made by any Holder thereof unless registered under the Securities Act,
or an exemption from the registration requirements of the Securities Act and any
applicable state securities or "Blue Sky" laws is available and the prospective
transferee (other than the Seller) of such Certificate signs and delivers to the
Trustee an Investment Letter, if the transferee is an Institutional Accredited
Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A
Certificate, if the transferee is a QIB, in the form set forth as Exhibit F-2
hereto. Notwithstanding the provisions of the immediately preceding sentence, no
restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in any Certificate that is a Global
Certificate of a Class to a transferee that takes delivery in the form of a
beneficial interest in the Global Certificate of such Class provided that each
such transferee shall be deemed to have made such representations and warranties
contained in the Rule 144A Certificate as are sufficient to establish that it is
a QIB. In the case of a proposed transfer of any Certificate to a transferee
other than a QIB, the Trustee may require an Opinion of Counsel that such
transaction is exempt from the registration requirements of the Securities Act.
The cost of such opinion shall not be an expense of the Trustee or the Trust
Fund.

         (b) The Private Certificates shall each bear a Securities Legend.

         Section 5.07. ERISA RESTRICTIONS. (a) Subject to the provisions of
subsection (b), no Residual Certificates or Private Certificates (other than the
Class S Certificates and Class III-A-1 Certificates) may be acquired directly or
indirectly by, or on behalf of, an employee benefit plan or other retirement
arrangement which is subject to Title I of ERISA and/or Section 4975 of the
Code, unless the proposed transferee provides either (i) the Trustee and the
Master Servicer with an Opinion of Counsel satisfactory to the Trustee and the
Master Servicer, which opinion will not be at the expense of the Trustee or the
Master Servicer, that the purchase of such Certificates by or on behalf of such
Plan is permissible under applicable law, will not constitute or result in a
non-exempt prohibited transaction under ERISA or Section 4975 of the Code and
will not subject the Trustee or the Master Servicer to any obligation in
addition to those undertaken in the Agreement or (ii) in the case of the Private
Certificates (other than the Class S Certificates and Class III-A-1
Certificates), a representation or certification to the Trustee (upon which the
Trustee is authorized to rely) to the effect that the proposed transfer and/or
holding of such a Certificate and the servicing, management and operation of the
Trust: (I) will not result in a prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code which is not covered under an individual or
class prohibited transaction exemption including but not limited to Department
of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for
Plan Asset Transactions Determined by Independent Qualified Professional Asset
Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank
Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions
Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class
Exemption for Certain Transactions Involving Insurance Company General
Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions
Determined by In-House Asset Managers and (II) will not subject the Seller, the
Master Servicer or the Trustee to any obligation in addition to those undertaken
in the Agreement.

         (b) Any Person acquiring an interest in a Global Certificate which is a
Private Certificate that is subject to the requirements of Section 5.07(a), by
acquisition of such Certificate, shall be


                                      -56-

<PAGE>



deemed to have represented to the Trustee that either: (i) it is not acquiring
an interest in such Certificate directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement which is subject to Title
I of ERISA and/or Section 4975 of the Code, or (ii) the transfer and/or holding
of an interest in such Certificate to that Person and the subsequent servicing,
management and/or operation of the Trust and its assets: (I) will not result in
any prohibited transaction which is not covered under an individual or class
prohibited transaction exemption, including, but not limited to, PTE 84-14, PTE
91-38, PTE 90-1, PTE 95-60 or PTE 96-23 and (II) will not subject the Seller,
the Master Servicer or the Trustee to any obligation in addition to those
undertaken in the Agreement.

         (c) The Trustee will not be required to monitor, determine or inquire
as to compliance with the transfer restrictions with respect to the Global
Certificates. Any attempted or purported transfer of any Certificate in
violation of the provisions of Subsections (a) or (b) above shall be void AB
INITIO and such Certificate shall be considered to have been held continuously
by the prior permitted Certificateholder. Any transferor of any Certificate in
violation of such provisions, shall indemnify and hold harmless the Trustee, the
Seller and the Master Servicer from and against any and all liabilities, claims,
costs or expenses incurred by the Trustee, the Seller or the Master Servicer as
a result of such attempted or purported transfer. The Trustee shall have no
liability for transfer of any such Global Certificates in or through book-entry
facilities of any Depository or between or among Depository Participants or
Certificate Owners made in violation of the transfer restrictions set forth
herein.

         Section 5.08. RULE 144A INFORMATION. For so long as any Certificates
are outstanding and are "restricted securities" within the meaning of Rule
144(a)(3) of the Securities Act, (1) the Seller will provide or cause to be
provided to any holder of such Certificates and any prospective purchaser
thereof designated by such a holder, upon the request of such holder or
prospective purchaser, the information required to be provided to such holder or
prospective purchaser by Rule 144A(d)(4) under the Securities Act; and (2) the
Seller shall update such information from time to time in order to prevent such
information from becoming false and misleading and will take such other actions
as are necessary to ensure that the safe harbor exemption from the registration
requirements of the Securities Act under Rule 144A is and will be available for
resales of such Certificates conducted in accordance with Rule 144A.


                                      -57-

<PAGE>




                                   ARTICLE VI

                         Payments to Certificateholders

         Section 6.01. DISTRIBUTIONS ON THE CERTIFICATES. (a) Interest and
principal on the Certificates will be distributed monthly on each Distribution
Date, commencing in August 2001, in an aggregate amount equal to the sum of the
Available Funds for such Distribution Date.

         (i) On each Distribution Date, the Group 1 Available Funds shall be
         distributed as follows:

                  (A) On each Distribution Date prior to the Cross-Over Date,
                  the Group 1 Available Funds will be distributed in the
                  following order of priority among the Group 1 Senior
                  Certificates:

                           FIRST, to the Group 1 Senior Certificates, including
                           Component X-1-I of the Class X-1 Certificates and
                           Component X-2-I of the Class X-2 Certificates, the
                           Accrued Certificate Interest on such Class for such
                           Distribution Date;

                           SECOND, to the Group 1 Senior Certificates, including
                           Component X-1-I of the Class X-1 Certificates and
                           Component X-2-I of the Class X-2 Certificates, any
                           Accrued Certificate Interest thereon remaining
                           undistributed from previous Distribution Dates, to
                           the extent of remaining Group 1 Available Funds;

                           THIRD, sequentially, in the following order, to the
                           Class R-I, Class R-II and Class I-A Certificates, in
                           reduction of the Current Principal Amounts thereof,
                           the Group 1 Senior Optimal Principal Amount for such
                           Distribution Date to the extent of remaining Group 1
                           Available Funds, until the Current Principal Amounts
                           thereof have been reduced to zero;

                  (B) On each Distribution Date prior to the Cross-Over Date,
                  the Group 2 Available Funds will be distributed to the Group 2
                  Senior Certificates as follows:

                           FIRST, to the Group 2 Senior Certificates, including
                           Component X-1-II of the Class X-1 Certificates and
                           Component X-2-II of the Class X-2 Certificates, the
                           Accrued Certificate Interest on such Class for such
                           Distribution Date;

                           SECOND, to the Group 2 Senior Certificates, including
                           Component X-1-II of the Class X-1 Certificates and
                           Component X-2-II of the Class X-2 Certificates, any
                           Accrued Certificate Interest thereon remaining
                           undistributed from previous Distribution Dates, to
                           the extent of remaining Group 2 Available Funds;



                                      -58-

<PAGE>



                           THIRD, to the Class II-A Certificates, the Group 2
                           Optimal Principal Amount for such Distribution Date
                           to the extent of remaining Group 2 Available Funds,
                           until the Current Principal Amount of Class II-A
                           Certificates has been reduced to zero;

                           FOURTH, on the Distribution Date occurring in July
                           2006, to the Class XP Certificates, in reduction of
                           the current Principal Amount thereof, until the
                           Current Principal Amount thereof has been reduced to
                           zero;

                  (C) On each Distribution Date prior to the Cross-Over Date,
                  the Group 3 Available Funds will be distributed to the Group 3
                  Senior Certificates as follows:

                           FIRST, to the Class S Certificates, the Accrued
                           Certificate Interest on such Class for such
                           Distribution Date, any Accrued Certificate Interest
                           thereon remaining undistributed from previous
                           Distribution Dates;

                           SECOND, to the Group 3 Senior Certificates, including
                           Component X-1-III of the Class X-1 Certificates and
                           Component X-2-III of the Class X-2 Certificates, the
                           Accrued Certificate Interest on such Class for such
                           Distribution Date;

                           THIRD, to the Group 3 Senior Certificates, including
                           Component X-1-III of the Class X-1 Certificates and
                           Component X-2-III of the Class X-2 Certificates, any
                           Accrued Certificate Interest thereon remaining
                           undistributed from previous Distribution Dates, to
                           the extent of remaining Group 3 Available Funds;

                           FOURTH, to the Class III-A-1 Certificates and the
                           Class III-A-2 Certificates on a PRO RATA basis, based
                           on the Current Principal Amounts thereof, in
                           reduction of the Current Principal Amounts thereof,
                           the Group 3 Optimal Principal Amount for such
                           Distribution Date to the extent of remaining Group 3
                           Available Funds, until the Current Principal Amounts
                           of the Class III-A-1 Certificates and Class III-A-2
                           Certificates have been reduced to zero.

                  (D) Except as provided in (E) and (F) below, on each
                  Distribution Date prior to the Cross-Over Date, an amount
                  equal to any remaining Group 1, Group 2 and Group 3 Available
                  Funds after the distributions in (A), (B) and (C) above will
                  be distributed sequentially, in the following order, to the
                  Class B-1, Class B-2, Class B-3, Class B- 4, Class B-5 and
                  Class B-6 Certificates, in each case up to an amount equal to
                  and in the following order: (a) the Accrued Certificate
                  Interest thereon for such Distribution Date, (b) any Accrued
                  Certificate Interest thereon remaining undistributed from
                  previous Distribution Dates and (c) such Class's Allocable
                  Share for such Distribution Date, in each case, to the extent
                  of remaining Available Funds.

                  (E) On each Distribution Date prior to the Cross-Over Date,
                  but after the reduction of the Current Principal Amount of the
                  Group 1, Group 2 or Group 3


                                      -59-

<PAGE>



                  Senior Certificates to zero, the remaining Class or Classes of
                  Senior Certificates will be entitled to receive in reduction
                  of their Current Principal Amounts, pro rata based upon their
                  Current Principal Amounts immediately prior to such
                  Distribution Date, in addition to any Principal Prepayments
                  related to such remaining Senior Certificates' respective Loan
                  Group allocated to such Group of Senior Certificates, 100% of
                  the Principal Prepayments on any Mortgage Loan in the Loan
                  Group relating to the fully repaid Class of Senior
                  Certificates; PROVIDED, HOWEVER, that if the weighted average
                  Subordinate Percentage equals or exceeds 7.00% on such
                  Distribution Date, then the additional allocation of Principal
                  Prepayments to the Senior Certificates in accordance with this
                  clause (E) will not be made.

                  (F) If on any Distribution Date on which the aggregate Current
                  Principal Amount of any Class or Classes of Senior
                  Certificates would be greater than the aggregate Scheduled
                  Principal Balance of the Mortgage Loans in its related Loan
                  Group and any Subordinate Certificates are still outstanding
                  in each case after giving effect to distributions to be made
                  on such Distribution Date, (i) 100% of amounts otherwise
                  allocable to the Subordinate Certificates in respect of
                  principal will be distributed to such Class or Classes of
                  Senior Certificates in reduction of the Current Principal
                  Amounts thereof, until the aggregate Current Principal Amount
                  of such Class or Classes of Senior Certificates is an amount
                  equal to the aggregate Scheduled Principal Balance of the
                  Mortgage Loans in its related Loan Group, and (ii) the Accrued
                  Certificate Interest otherwise allocable to the Subordinate
                  Certificates on such Distribution Date will be reduced, if
                  necessary, and distributed to such Class or Classes of Senior
                  Certificates in an amount equal to the Accrued Certificate
                  Interest for such Distribution Date on the excess of (x) the
                  aggregate Current Principal Balance of such Class or Classes
                  of Senior Certificates over (y) the aggregate Scheduled
                  Principal Balance of the Mortgage Loans in the related Loan
                  Group. Any such reduction in the Accrued Certificate Interest
                  on the Subordinate Certificates will be allocated in reverse
                  order of the Subordinate Certificates numerical designations,
                  commencing with the Class B-6 Certificates.

         (b) If, after distributions have been made pursuant to priorities FIRST
and SECOND of clauses (a)(i)(A) and (B) and priorities FIRST, SECOND and THIRD
of clause (a)(i)(C) above on any Distribution Date, the remaining Group 1, Group
2 or Group 3 Available Funds are less than the sum of the Group 1, Group 2 or
Group 3 Senior Optimal Principal Amounts such amount shall be reduced, and such
remaining funds will be distributed on the related Senior Certificates on the
basis of such reduced amount.

         (c) On each Distribution Date, any Prepayment Charges in respect of the
Mortgage Loans received during the related Prepayment Period will be withdrawn
from the Certificate Account and distributed by the Trustee to the Holders of
the Class XP Certificates and shall not be available for distribution to the
Holders of any other Class of Certificates. The payment of the foregoing amounts
to the Holders of the Class XP Certificates shall not reduce the Certificate
Principal Balances thereof.



                                      -60-

<PAGE>



         (d) "Pro rata" distributions among Classes of Certificates will be made
in proportion to the then Current Principal Amount of such Classes.

         (e) On each Distribution Date, any Available Funds remaining after
payment of interest and principal to the Classes of Certificates entitled
thereto, as described above, will be distributed to the Class R-II Certificates;
provided that if on any Distribution Date there are any Group 1, Group 2 or
Group 3 Available Funds remaining after payment of interest and principal to a
Class or Classes of Certificates entitled thereto, such amounts will be
distributed to the other Classes of Senior Certificates, PRO RATA, based upon
their Current Principal Amounts, until all amounts due to all Classes of Senior
Certificates have been paid in full, before any amounts are distributed to the
Class R-II Certificates.

         (f) No Accrued Certificate Interest will be payable with respect to any
Class of Certificates after the Distribution Date on which the Current Principal
Amount of such Certificate has been reduced to zero.

         (g) If on any Distribution Date the Available Funds for the Senior
Certificates in any Certificate Group is less than the Accrued Certificate
Interest on the related Senior Certificates for such Distribution Date prior to
reduction for Net Interest Shortfall and the interest portion of Realized
Losses, the shortfall will be allocated among the holders of each Class of
Senior Certificates in such Certificate Group in proportion to the respective
amounts of Accrued Certificate Interest that would have been allocated thereto
in the absence of such Net Interest Shortfall and/or Realized Losses for such
Distribution Date. In addition, the amount of any interest shortfalls will
constitute unpaid Accrued Certificate Interest and will be distributable to
holders of the Certificates of the related Classes entitled to such amounts on
subsequent Distribution Dates, to the extent of the applicable Available Funds
after current interest distributions as required herein. Any such amounts so
carried forward will not bear interest. Shortfalls in interest payments will not
be offset by a reduction in the servicing compensation of the Master Servicer or
otherwise, except to the extent of applicable Compensating Interest Payments.

         (h) The expenses and fees of the Trust shall be paid by each of the
REMICs, to the extent that such expenses relate to the assets of each of such
respective REMICs, and all other expenses and fees of the Trust shall be paid
pro rata by each of the REMICs.

         Section 6.02. ALLOCATION OF LOSSES. (a) On or prior to each
Determination Date, the Master Servicer shall determine the amount of any
Realized Loss in respect of each Mortgage Loan that occurred during the
immediately preceding calendar month.

                  (b) With respect to any Certificates on any Distribution Date,
         the principal portion of each Realized Loss on a Mortgage Loan shall be
         allocated as follows:

                           first, to the Class B-6 Certificates until the
                  Current Principal Amount thereof has been reduced to zero;

                           second, to the Class B-5 Certificates until the
                  Current Principal Amount thereof has been reduced to zero;


                                      -61-

<PAGE>



                           third, to the Class B-4 Certificates until the
                  Current Principal Amount thereof has been reduced to zero;

                           fourth, to the Class B-3 Certificates until the
                  Current Principal Amount thereof has been reduced to zero;

                           fifth, to the Class B-2 Certificates until the
                  Current Principal Amount thereof has been reduced to zero;

                           sixth, to the Class B-1 Certificates until the
                  Current Principal Amount thereof has been reduced to zero;

                           seventh, if such loss is on a Group 1, Group 2 or
                  Group 3 Mortgage Loan, to the Group 1, Group 2 and Group 3
                  Senior Certificates, respectively.

                           eighth, to the Senior Certificates (other than the
                  Interest Only Certificates), on a PRO RATA basis.

         No Realized Losses will be allocated to the Class S Certificates or the
Class XP Certificates.

         (c) Notwithstanding the foregoing clause (b), no such allocation of any
Realized Loss shall be made on a Distribution Date to any Class of Certificates
to the extent that such allocation would result in the reduction of the
aggregate Current Principal Amounts of all the Certificates as of such
Distribution Date, after giving effect to all distributions and prior
allocations of Realized Losses on such date, to an amount less than the
aggregate Scheduled Principal Balance of all of the Mortgage Loans as of the
first day of the month of such Distribution Date (such limitation, the "Loss
Allocation Limitation").

         (d) Any Realized Losses allocated to a Class of Certificates shall be
allocated among the Certificates of such Class in proportion to their respective
Current Principal Amounts. Any allocation of Realized Losses shall be
accomplished by reducing the Current Principal Amount of the related
Certificates on the related Distribution Date.

         (e) Realized Losses shall be allocated on the Distribution Date in the
month following the month in which such loss was incurred and, in the case of
the principal portion thereof, after giving effect to distributions made on such
Distribution Date.

         (f) On each Distribution Date, the Trustee shall determine the
Subordinate Certificate Writedown Amount. Any such Subordinate Certificate
Writedown Amount shall effect a corresponding reduction in the Current Principal
Amount of (i) if prior to the Cross-Over Date, the Current Principal Amounts of
the Subordinate Certificates, in the reverse order of their numerical Class
designations and (ii) from and after the Cross-Over Date, the Senior
Certificates (other than the Class XP Certificates and the Interest Only
Certificates) which reduction shall occur on such Distribution Date after giving
effect to distributions made on such Distribution Date.



                                      -62-

<PAGE>



         (g) Any Net Interest Shortfall will be allocated among the Classes of
Certificates in proportion to the respective amounts of Accrued Certificate
Interest that would have been allocated thereto in the absence of such Net
Interest Shortfall for such Distribution Date. The interest portion of any
Realized Losses with respect to the Mortgage Loans occurring on or prior to the
Cross-Over Date will not be allocated among any Certificates, but will reduce
the amount of Available Funds on the related Distribution Date. As a result of
the subordination of the Subordinate Certificates in right of distribution, such
Realized Losses will be borne by the Subordinate Certificates in inverse order
of their numerical Class designations. Following the Cross-Over Date, the
interest portion of Realized Losses on the Mortgage Loans in any Loan Group will
be allocated to the related Senior Certificates.

         Section 6.03. PAYMENTS. (a) On each Distribution Date, other than the
final Distribution Date, the Trustee shall distribute to each Certificateholder
of record on the directly preceding Record Date the Certificateholder's PRO RATA
share of its Class (based on the aggregate Fractional Undivided Interest
represented by such Holder's Certificates) of all amounts required to be
distributed on such Distribution Date to such Class, based on information
provided to the Trustee by the Master Servicer. The Trustee shall calculate the
amount to be distributed to each Class and, based on such amounts, the Trustee
shall determine the amount to be distributed to each Certificateholder. All of
the Trustee's calculations of payments shall be based solely on information
provided to the Trustee by the Master Servicer. The Trustee shall not be
required to confirm, verify or recompute any such information but shall be
entitled to rely conclusively on such information.

         (b) Payment of the above amounts to each Certificateholder shall be
made (i) by check mailed to each Certificateholder entitled thereto at the
address appearing in the Certificate Register or (ii) upon receipt by the
Trustee on or before the fifth Business Day preceding the Record Date of written
instructions from a Certificateholder by wire transfer to a United States dollar
account maintained by the payee at any United States depository institution with
appropriate facilities for receiving such a wire transfer; PROVIDED, HOWEVER,
that the final payment in respect of each Class of Certificates will be made
only upon presentation and surrender of such respective Certificates at the
office or agency of the Trustee specified in the notice to Certificateholders of
such final payment.

         Section 6.04. STATEMENTS TO CERTIFICATEHOLDERS. (a) Concurrently with
each distribution to Certificateholders, the Trustee shall make available via
the Trustee's internet website as set forth below, the following information,
expressed with respect to clauses (i) through (vii) in the aggregate and as a
Fractional Undivided Interest representing an initial Current Principal Amount
of $1,000, in the case of the Interest Only Certificates, a Notional Amount of
$1,000, or in the case of the Residual Certificates, an initial Current
Principal Amount of $50:

                  (i) the Current Principal Amount or Notional Amount of each
         Class of Certificates immediately prior to such Distribution Date;

                  (ii) the amount of the distribution allocable to principal on
         each applicable Class of Certificates and the amount of the
         distribution made to the Holders of the Class XP Certificates allocable
         to Prepayment Charges;



                                      -63-

<PAGE>



                  (iii) the aggregate amount of interest accrued at the related
         Pass-Through Rate with respect to each Class during the related
         Interest Accrual Period;

                  (iv) the Net Interest Shortfall and any other adjustments to
         interest at the related Pass-Through Rate necessary to account for any
         difference between interest accrued and aggregate interest distributed
         with respect to each Class of Certificates;

                  (v) the amount of the distribution allocable to interest on
         each Class of Certificates;

                  (vi) the Pass-Through Rates for each Class of Certificates
         with respect to such Distribution Date;

                  (vii) the Current Principal Amount or Notional Amount of each
         Class of Certificates after such Distribution Date;

                  (viii) the amount of any Monthly Advances, Compensating
         Interest Payments and outstanding unreimbursed advances by the Master
         Servicer or the Trustee included in such distribution separately stated
         for each Loan Group;

                  (ix) the aggregate amount of any Realized Losses (listed
         separately for each category of Realized Loss and for each Loan Group)
         during the related Prepayment Period and cumulatively since the Cut-off
         Date, the amount and source (separately identified) of any distribution
         in respect thereof included in such distribution, and, separately
         stated with respect to each Mortgage Loan for which a Realized Loss
         occurred, the amount of the proceeds, if any, from the Supplemental PMI
         Policy used in calculating the amount of the Realized Loss;

                  (x) with respect to each Mortgage Loan which incurred a
         Realized Loss during the related Prepayment Period, (i) the loan
         number, (ii) the Scheduled Principal Balance of such Mortgage Loan as
         of the Cut-off Date, (ii) the Scheduled Principal Balance of such
         Mortgage Loan as of the beginning of the related Due Period, (iii) the
         Net Liquidation Proceeds with respect to such Mortgage Loan, (iv) the
         amount, if any, included in Net Liquidation Proceeds representing a
         payment under the Supplemental PMI Policy and (v) the amount of the
         Realized Loss with respect to such Mortgage Loan;

                  (xi) with respect to each Loan Group, the amount of Scheduled
         Principal and Principal Prepayments, (including but separately
         identifying the principal amount of principal prepayments, Insurance
         Proceeds, the purchase price in connection with the purchase of
         Mortgage Loans, cash deposits in connection with substitutions of
         Mortgage Loans and Net Liquidation Proceeds) and the number and
         principal balance of Mortgage Loans purchased or substituted for during
         the relevant period and cumulatively since the Cut-off Date;

                  (xii) the number of Mortgage Loans (excluding REO Property) in
         each Loan Group remaining in the Trust Fund as of the end of the
         related Prepayment Period;



                                      -64-

<PAGE>



                  (xiii) information for each Loan Group and in the aggregate
         regarding any Mortgage Loan delinquencies as of the end of the related
         Prepayment Period, including the aggregate number, aggregate
         Outstanding Principal Balance and aggregate Scheduled Principal Balance
         of Mortgage Loans (a) delinquent 30 to 59 days on a contractual basis,
         (b) delinquent 60 to 89 days on a contractual basis, and (c) delinquent
         90 or more days on a contractual basis, in each case as of the close of
         business on the last Business Day of the immediately preceding month;

                  (xiv) for each Loan Group, the number of Mortgage Loans in the
         foreclosure process as of the end of the related Due Period and the
         aggregate Outstanding Principal Balance of such Mortgage Loans;

                  (xv) for each Loan Group, the number and aggregate Outstanding
         Principal Balance of all Mortgage Loans as to which the Mortgaged
         Property was REO Property as of the end of the related Due Period;

                  (xvi) the book value (the sum of (A) the Outstanding Principal
         Balance of the Mortgage Loan, (B) accrued interest through the date of
         foreclosure and (C) foreclosure expenses) of any REO Property in each
         Loan Group; PROVIDED THAT, in the event that such information is not
         available to the Trustee on the Distribution Date, such information
         shall be furnished promptly after it becomes available;

                  (xvii) the amount of Realized Losses allocated to each Class
         of Certificates since the prior Distribution Date and in the aggregate
         for all prior Distribution Dates;

                  (xviii) the Average Loss Severity for the prior calendar month
         for each Loan Group;

                  (xix) the then applicable Group 1, Group 2 and Group 3 Senior
         Percentage, Group 1, Group 2 and Group 3 Senior Prepayment Percentage,
         Group 1, Group 2 and Group 3 Subordinate Percentage and Group 1, Group
         2 and Group 3 Subordinate Prepayment Percentage;

                  (xx) the Stop-Loss Amount as of the Cut-off Date, the
         Stop-Loss Amount as of the end of the related Prepayment Period and
         reduction in the Stop-Loss Amount during the related Prepayment Period;
         and

                  (xxi) with respect to the related Prepayment Period, (i) the
         number of Mortgage Loans for which a payment was made by the
         Supplemental PMI Insurer under the Supplemental PMI Policy and the
         aggregate amount of any such payments, (ii) the number of Mortgage
         Loans for which a claim has been presented to the Supplemental PMI
         Insurer under the Supplemental PMI Policy and the aggregate amount of
         any such outstanding claims, and (iii) the number of Mortgage Loans for
         which a claim was presented to the Supplemental PMI Insurer under the
         Supplemental PMI Policy which claim was denied by the Supplemental PMI
         Insurer and the aggregate amount of any such denied claims.



                                      -65-

<PAGE>



         The information set forth above shall be calculated or reported, as the
case may be, by the Trustee, based solely on, and to the extent of, information
provided to the Trustee by the Master Servicer. The Trustee may conclusively
rely on such information and shall not be required to confirm, verify or
recalculate any such information.

         The Trustee may make available each month, to any interested party, the
monthly statement to Certificateholders via the Trustee's website initially
located at "www.abs.bankone.com." Assistance in using the website can be
obtained by calling the Trustee's customer service desk at (800) 524-9472.
Parties that are unable to use the above distribution option are entitled to
have a paper copy mailed to them via first class mail by calling the customer
service desk and indicating such. The Trustee shall have the right to change the
way such reports are distributed in order to make such distribution more
convenient and/or more accessible to the parties, and the Trustee shall provide
timely and adequate notification to all parties regarding any such change.

         (b) By April 30 of each year beginning in 2002, the Trustee will
furnish such report to each Holder of the Certificates of record at any time
during the prior calendar year as to the aggregate of amounts reported pursuant
to subclauses (a)(ii) and (a)(v) above with respect to the Certificates, plus
information with respect to the amount of servicing compensation and such other
customary information as the Trustee may determine to be necessary and/or to be
required by the Internal Revenue Service or by a federal or state law or rules
or regulations to enable such Holders to prepare their tax returns for such
calendar year. Such obligations shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Trustee pursuant to the requirements of the Code.

         Section 6.05. MONTHLY ADVANCES. Pursuant to Section 5.03 of the
Servicing Agreements, the Master Servicer is required to make Monthly Advances.
In the event the Master Servicer fails to remit the required Monthly Advance by
one (1) Business Day after the related Servicer Remittance Date, the Trustee
shall terminate the Master Servicer in accordance with Section 9.01 of the
related Servicing Agreement, and, as successor Master Servicer, make the Monthly
Advance with respect to that Mortgage Loan. The Trustee shall be reimbursed for
any Monthly Advance in the same manner that the Master Servicer would be
reimbursed for a Monthly Advance, in accordance with the related Servicing
Agreement and this Agreement.




                                      -66-

<PAGE>




                                   ARTICLE VII

                                 Indemnification

         Section 7.01. INDEMNIFICATION OF THE TRUSTEE. The Trust shall indemnify
the Indemnified Persons for, and will hold them harmless against, any loss,
liability or expense incurred on their part, arising out of, or in connection
with, this Agreement and the Certificates, including the costs and expenses
(including reasonable legal fees and expenses) of defending themselves against
any such claim other than (i) any loss, liability or expense related to such
Indemnified Person's failure to perform such Indemnified Person's duties in
strict compliance with this Agreement (except as any such loss, liability or
expense shall be otherwise reimbursable pursuant to this Agreement) and (ii) any
loss, liability or expense incurred by reason of such Indemnified Person's
willful misfeasance, bad faith or negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. This indemnity shall survive the resignation or removal of the
Trustee and the termination of this Agreement.


                                      -67-

<PAGE>




                                  ARTICLE VIII

                                     Default

         Section 8.01. EVENTS OF DEFAULT. In each and every case, so long as an
Event of Default with respect to the Master Servicer shall not have been
remedied, the Trustee may, and upon request of the Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than 51% of the
principal of the Trust Fund, and with the prior written consent of EMC, the
Trustee shall, by notice in writing to the Master Servicer, with a copy to the
Rating Agencies and the Seller, terminate all of the rights and obligations (but
not the liabilities) of the Master Servicer under the Servicing Agreements and
in and to the Mortgage Loans and/or the REO Property serviced by the Master
Servicer and the proceeds thereof.

         Section 8.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. (a) Upon the
termination of the Master Servicer under the Servicing Agreements, the Trustee
shall automatically become the successor in all respects to the Master Servicer
in its capacity under the Servicing Agreements and the transactions set forth or
provided for therein and shall thereafter be subject to all the
responsibilities, duties, liabilities and limitations on liabilities relating
thereto placed on the Master Servicer by the terms and provisions thereof;
PROVIDED, HOWEVER, that EMC shall have the right to either (a) immediately
assume the duties of the Master Servicer or (b) select a successor Master
Servicer; and PROVIDED FURTHER, HOWEVER, it is understood and acknowledged that
by the parties hereto that there will be a period of transition (not to exceed
90 days) before the transfer of servicing obligations is fully effected and that
the Trustee (i) shall be under no obligation to purchase any Mortgage Loan and
(ii) shall have no obligation whatsoever with respect to any liability (other
than advances deemed recoverable and not previously made) incurred by the Master
Servicer at or prior to the time of termination. As compensation therefor, the
Trustee shall be entitled to all funds relating to the Mortgage Loans which the
Master Servicer would have been entitled to retain if the Master Servicer had
continued to act hereunder, except for those amounts due the Master Servicer as
reimbursement for advances previously made or expenses previously incurred.
Notwithstanding the above, the Trustee may, if it shall be unwilling so to act,
or shall, if it is legally unable so to act, appoint or petition a court of
competent jurisdiction to appoint, any established housing and home finance
institution which is a Fannie Mae or Freddie Mac-approved servicer having a net
worth of not less than $25,000,000 and which has the qualifications required
under the related Servicing Agreement, as the successor to the Master Servicer
under the Servicing Agreements in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer under the
Servicing Agreements. Pending appointment of a successor to the Master Servicer
hereunder, the Trustee shall act in such capacity as hereinabove provided. In
connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on the
Mortgage Loans as it and such successor shall agree; PROVIDED, HOWEVER, that no
such compensation shall be in excess of that permitted the Trustee under this
Subsection 8.02(a), and that such successor shall undertake and assume the
obligations of the Trustee to pay compensation to any third Person acting as an
agent or independent contractor in the performance of master servicing
responsibilities hereunder. The Trustee and such successor shall take such
action, consistent with this Agreement and the Servicing Agreements, as shall be
necessary to effectuate any such succession.


                                      -68-

<PAGE>




         The termination of the rights and obligations of the Master Servicer
shall not affect any obligations incurred by the Master Servicer prior to such
termination. Notwithstanding anything in this Agreement to the contrary, the
Trustee shall be entitled to be reimbursed by the Master Servicer (or by the
Trust Fund if the Master Servicer is unable to fulfill its obligations
hereunder) for all costs incurred by the Trustee in connection or associated
with the transfer of servicing from the Master Servicer to a successor Master
Servicer (whether or not the Trustee is the successor Master Servicer),
including, without limitation, any costs or expenses associated with the
complete transfer of all servicing data and the completion, correction and/or
manipulation of such servicing data as may be required to correct any errors or
insufficiencies in the servicing data provided by the Master Servicer or as
otherwise may be require to enable the successor Master Servicer (including the
Trustee) to service the Mortgage Loans properly and effectively in accordance
with the provisions of this Agreement.

         (b) If the Trustee shall succeed to any duties of the Master Servicer
respecting the Mortgage Loans as provided herein, it shall do so in a separate
capacity and not in its capacity as Trustee and, accordingly, the provisions of
Article IX shall be inapplicable to the Trustee in its duties as the successor
to the Master Servicer in the servicing of the Mortgage Loans (although such
provisions shall continue to apply to the Trustee in its capacity as Trustee);
the provisions of Article VII, however, shall apply to it in its capacity as
successor master servicer.

         Section 8.03. NOTIFICATION TO CERTIFICATEHOLDERS. Upon any termination
or appointment of a successor to the Master Servicer, the Trustee shall give
prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register and to the Rating Agencies.

         Section 8.04. WAIVER OF DEFAULTS. The Trustee shall transmit by mail to
all Certificateholders, within 60 days after the occurrence of any Event of
Default known to the Trustee, unless such Event of Default shall have been
cured, notice of each such Event of Default hereunder known to the Trustee. The
Holders of Certificates evidencing Fractional Undivided Interests aggregating
not less than 51% of the Trust Fund may, on behalf of all Certificateholders,
waive any default by the Master Servicer in the performance of its obligations
hereunder and the consequences thereof, except a default in the making of or the
causing to be made any required distribution on the Certificates. Upon any such
waiver of a past default, such default shall be deemed to cease to exist, and
any Event of Default arising therefrom shall be deemed to have been timely
remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereon except to the
extent expressly so waived. The Trustee shall give notice of any such waiver to
the Rating Agencies.

         Section 8.05. LIST OF CERTIFICATEHOLDERS. Upon written request of three
or more Certificateholders of record, for purposes of communicating with other
Certificateholders with respect to their rights under this Agreement, the
Trustee will afford such Certificateholders access during business hours to the
most recent list of Certificateholders held by the Trustee.



                                      -69-

<PAGE>




                                   ARTICLE IX

                             Concerning the Trustee

         Section 9.01. DUTIES OF TRUSTEE. (a) The Trustee, prior to the
occurrence of an Event of Default and after the curing or waiver of all Events
of Default which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement as duties of the
Trustee. If an Event of Default has occurred and has not been cured or waived,
the Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and subject to Section 8.02(b) use the same degree of care and skill
in their exercise, as a prudent person would exercise under the circumstances in
the conduct of his own affairs.

         (b) Upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments which are specifically
required to be furnished to the Trustee pursuant to any provision of this
Agreement, the Trustee shall examine them to determine whether they are in the
form required by this Agreement; PROVIDED, HOWEVER, that the Trustee shall be
not responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Master Servicer; PROVIDED, FURTHER, that the Trustee shall not be responsible
for the accuracy or verification of any calculation provided to it pursuant to
this Agreement.

         (c) On each Distribution Date, the Trustee shall make monthly
distributions and the final distribution to the Certificateholders from funds in
the Distribution Account as provided in Sections 6.01 and 10.01 herein based the
report of the Master Servicer.

         (d) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; PROVIDED, HOWEVER, that:

                  (i) Prior to the occurrence of an Event of Default, and after
         the curing or waiver of all such Events of Default which may have
         occurred, the duties and obligations of the Trustee shall be determined
         solely by the express provisions of this Agreement, the Trustee shall
         not be liable except for the performance of its duties and obligations
         as are specifically set forth in this Agreement, no implied covenants
         or obligations shall be read into this Agreement against the Trustee
         and, in the absence of bad faith on the part of the Trustee, the
         Trustee may conclusively rely, as to the truth of the statements and
         the correctness of the opinions expressed therein, upon any
         certificates or opinions furnished to the Trustee, and conforming to
         the requirements of this Agreement;

                  (ii) The Trustee shall not be liable in its individual
         capacity for an error of judgment made in good faith by a Responsible
         Officer or Responsible Officers of the Trustee, unless it shall be
         proved that the Trustee was negligent in ascertaining the pertinent
         facts;



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                  (iii) The Trustee shall not be liable with respect to any
         action taken, suffered or omitted to be taken by it in good faith in
         accordance with the directions of the Holders of Certificates
         evidencing Fractional Undivided Interests aggregating not less than 25%
         of the Trust Fund, if such action or non-action relates to the time,
         method and place of conducting any proceeding for any remedy available
         to the Trustee, or exercising any trust or other power conferred upon
         the Trustee under this Agreement;

                  (iv) The Trustee shall not be required to take notice or be
         deemed to have notice or knowledge of any default or Event of Default
         unless a Responsible Officer of the Trustee's Corporate Trust Office
         shall have actual knowledge thereof. In the absence of such notice, the
         Trustee may conclusively assume there is no such default or Event of
         Default;

                  (v) The Trustee shall not in any way be liable by reason of
         any insufficiency in any Account held by or in the name of Trustee
         unless it is determined by a court of competent jurisdiction that the
         Trustee's gross negligence or willful misconduct was the primary cause
         of such insufficiency (except to the extent that the Trustee is obligor
         and has defaulted thereon); and

                  (vi) Anything in this Agreement to the contrary
         notwithstanding, in no event shall the Trustee be liable for special,
         indirect or consequential loss or damage of any kind whatsoever
         (including but not limited to lost profits), even if the Trustee has
         been advised of the likelihood of such loss or damage and regardless of
         the form of action.

         The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of, any
of the obligations of the Master Servicer under the Servicing Agreements, except
during such time, if any, as the Trustee shall be the successor to, and be
vested with the rights, duties, powers and privileges of, the Master Servicer in
accordance with the terms of this Agreement.

         (e) All funds received by the Trustee and required to be deposited in
the Distribution Account pursuant to this Agreement will be promptly so
deposited by the Trustee.

         (f) Except for those actions that the Trustee is required to take
hereunder, the Trustee shall not have any obligation or liability to take any
action or to refrain from taking any action hereunder in the absence of written
direction as provided hereunder.

         Section 9.02. CERTAIN MATTERS AFFECTING THE TRUSTEE. Except as
otherwise provided in Section 9.01:

                  (i) The Trustee may rely and shall be protected in acting or
         refraining from acting in reliance on any resolution, certificate of a
         Seller or Master Servicer, certificate of auditors or any other
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order,


                                      -71-

<PAGE>



         appraisal, bond or other paper or document believed by it to be genuine
         and to have been signed or presented by the proper party or parties;

                  (ii) The Trustee may consult with counsel and any advice of
         such counsel or any Opinion of Counsel shall be full and complete
         authorization and protection with respect to any action taken or
         suffered or omitted by it hereunder in good faith and in accordance
         with such advice or Opinion of Counsel:

                  (iii) The Trustee nor shall not be under any obligation to
         exercise any of the trusts or powers vested in it by this Agreement,
         other than its obligation to give notices pursuant to this Agreement,
         or to institute, conduct or defend any litigation hereunder or in
         relation hereto at the request, order or direction of any of the
         Certificateholders pursuant to the provisions of this Agreement, unless
         such Certificateholders shall have offered to the Trustee reasonable
         security or indemnity against the costs, expenses and liabilities which
         may be incurred therein or thereby. Nothing contained herein shall,
         however, relieve the Trustee of the obligation, upon the occurrence of
         an Event of Default of which a Responsible Officer of the Trustee's
         Corporate Trust Office has actual knowledge (which has not been cured
         or waived), subject to Section 8.02(b), to exercise such of the rights
         and powers vested in it by this Agreement, and to use the same degree
         of care and skill in their exercise, as a prudent person would exercise
         under the circumstances in the conduct of his own affairs;

                  (iv) Prior to the occurrence of an Event of Default hereunder
         and after the curing or waiver of all Events of Default which may have
         occurred, the Trustee shall not be liable in its individual capacity
         for any action taken, suffered or omitted by it in good faith and
         believed by it to be authorized or within the discretion or rights or
         powers conferred upon it by this Agreement;

                  (v) The Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, consent,
         order, approval, bond or other paper or document, unless requested in
         writing to do so by Holders of Certificates evidencing Fractional
         Undivided Interests aggregating not less than 25% of the Trust Fund and
         provided that the payment within a reasonable time to the Trustee of
         the costs, expenses or liabilities likely to be incurred by it in the
         making of such investigation is, in the opinion of the Trustee,
         reasonably assured to the Trustee by the security afforded to it by the
         terms of this Agreement. The Trustee may require reasonable indemnity
         against such expense or liability as a condition to taking any such
         action. The reasonable expense of every such examination shall be paid
         by the Certificateholders requesting the investigation;

                  (vi) The Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or through
         Affiliates, agents or attorneys; PROVIDED, HOWEVER, that the Trustee
         may not appoint any agent to perform its custodial functions with
         respect to the Mortgage Files or paying agent functions under this
         Agreement without the express written consent of the Master Servicer,
         which consent will not be unreasonably withheld. The Trustee shall not
         be liable or responsible for the misconduct or negligence of any of the


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<PAGE>



         Trustee's agents or attorneys or a custodian or paying agent appointed
         hereunder by the Trustee with due care and, when required, with the
         consent of the Master Servicer;

                  (vii) Should the Trustee deem the nature of any action
         required on its part, other than a payment or transfer under Subsection
         4.01(b) or Section 4.02, to be unclear, the Trustee may require prior
         to such action that it be provided by the Seller with reasonable
         further instructions;

                  (viii) The right of the Trustee to perform any discretionary
         act enumerated in this Agreement shall not be construed as a duty, and
         the Trustee shall not be accountable for other than its negligence or
         willful misconduct in the performance of any such act;

                  (ix) The Trustee shall not be required to give any bond or
         surety with respect to the execution of the trust created hereby or the
         powers granted hereunder, except as provided in Subsection 9.07; and

                  (x) The Trustee shall not have any duty to conduct any
         affirmative investigation as to the occurrence of any condition
         requiring the repurchase of any Mortgage Loan by IndyMac pursuant to
         the related Servicing Agreement or the Mortgage Loan Seller pursuant to
         this Agreement or the Mortgage Loan Purchase Agreement, as applicable,
         or the eligibility of any Mortgage Loan for purposes of this Agreement.

         Section 9.03. TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.
The recitals contained herein and in the Certificates (other than the signature
and countersignature of the Trustee on the Certificates) shall be taken as the
statements of the Seller, and the Trustee shall not have any responsibility for
their correctness. The Trustee does not make any representation as to the
validity or sufficiency of the Certificates (other than the signature and
countersignature of the Trustee on the Certificates) or of any Mortgage Loan
except as expressly provided in Sections 2.02 and 2.05 hereof; provided,
however, that the foregoing shall not relieve the Trustee of the obligation to
review the Mortgage Files pursuant to Sections 2.02 and 2.04. The Trustee's
signature and countersignature (or countersignature of its agent) on the
Certificates shall be solely in its capacity as Trustee and shall not constitute
the Certificates an obligation of the Trustee in any other capacity. The Trustee
shall not be accountable for the use or application by the Seller of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Seller with respect to the Mortgage Loans.
Subject to the provisions of Section 2.05, the Trustee shall not be responsible
for the legality or validity of this Agreement or any document or instrument
relating to this Agreement, the validity of the execution of this Agreement or
of any supplement hereto or instrument of further assurance, or the validity,
priority, perfection or sufficiency of the security for the Certificates issued
hereunder or intended to be issued hereunder. The Trustee shall not at any time
have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Mortgage or any Mortgage Loan, or the
perfection and priority of any Mortgage or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
Fund or its ability to generate the payments to be distributed to
Certificateholders, under this Agreement. The Trustee shall not have any
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any


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<PAGE>



security interest or lien granted to it hereunder or to record this Agreement
other than any continuation statements filed by the Trustee pursuant to Section
3.04.

         Section 9.04. TRUSTEE MAY OWN CERTIFICATES. The Trustee in its
individual capacity or in any capacity other than as Trustee hereunder may
become the owner or pledgee of any Certificates with the same rights it would
have if it were not Trustee, and may otherwise deal with the parties hereto.

         Section 9.05. TRUSTEE'S FEES AND EXPENSES. The fees of the Trustee
shall be paid in accordance with the provisions of this Agreement. In addition,
the Trustee will be entitled to recover from the Distribution Account pursuant
to Section 4.02(b) all reasonable out-of-pocket expenses, fees, disbursements
and advances and the expenses of the Trustee in connection with any Event of
Default, any breach of this Agreement or the Servicing Agreements, any provision
of this Agreement which so provides, or any claim or legal action (including any
pending or threatened claim or legal action) incurred or made by the Trustee in
the administration of the trusts hereunder (including the reasonable
compensation, expenses and disbursements of its counsel) except any such
expense, disbursement or advance as may arise from its negligence or intentional
misconduct or which is the responsibility of the Certificateholders or the Trust
Fund hereunder. If funds in the Distribution Account are insufficient therefor,
the Trustee shall recover such expenses from the Seller. Such compensation and
reimbursement obligation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust.

         Section 9.06. ELIGIBILITY REQUIREMENTS FOR TRUSTEE. The Trustee and any
successor Trustee shall during the entire duration of this Agreement be a state
bank or trust company or a national banking association organized and doing
business under the laws of such state or the United States of America,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus and undivided profits of at least $40,000,000 or, in the
case of a successor Trustee, $50,000,000, subject to supervision or examination
by federal or state authority and rated "BBB" or higher by Standard & Poor's and
"Baa2" or higher by Moody's with respect to any outstanding long-term unsecured
unsubordinated debt, and, in the case of a successor Trustee other than pursuant
to Section 9.10, rated in one of the two highest long-term debt categories of,
or otherwise acceptable to, each of the Rating Agencies. The Trustee shall not
be an Affiliate of the Master Servicer, unless the Trustee acts as successor
Master Servicer hereunder. If the Trustee publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 9.06
the combined capital and surplus of such corporation shall be deemed to be its
total equity capital (combined capital and surplus) as set forth in its most
recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section 9.06, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 9.08.

         Section 9.07. INSURANCE. The Trustee, at its own expense, shall at all
times maintain and keep in full force and effect: (i) fidelity insurance, (ii)
theft of documents insurance and (iii) forgery insurance (which may be
collectively satisfied by a "Financial Institution Bond" and/or a "Bankers'
Blanket Bond"). All such insurance shall be in amounts, with standard coverage
and subject to deductibles, as are customary for insurance typically maintained
by banks or their affiliates which act as custodians for investor-owned mortgage
pools. A certificate of an officer of the Trustee as to


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<PAGE>



the Trustee's compliance with this Section 9.07 shall be furnished to any
Certificateholder upon reasonable written request.

         Section 9.08. RESIGNATION AND REMOVAL OF THE TRUSTEE. (a) The Trustee
may at any time resign and be discharged from the Trust hereby created by giving
written notice thereof to the Seller and the Master Servicer, with a copy to the
Rating Agencies. Upon receiving such notice of resignation, the Seller shall
promptly appoint a successor Trustee by written instrument, in triplicate, one
copy of which instrument shall be delivered to each of the resigning Trustee and
the successor Trustee. If no successor Trustee shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

         (b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 9.06 and shall fail to resign after written
request therefor by the Seller or if at any time the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Seller
shall promptly remove the Trustee and appoint a successor Trustee by written
instrument, in triplicate, one copy of which instrument shall be delivered to
the Trustee so removed and the successor Trustee.

         (c) The Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than 51% of the Trust Fund may at any time remove
the Trustee and appoint a successor Trustee by written instrument or
instruments, in quadruplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Seller, the Master Servicer and the Trustee so removed and the successor so
appointed.

         (d) No resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 9.08 shall
become effective except upon appointment of and acceptance of such appointment
by the successor Trustee as provided in Section 9.09.

         Section 9.09. SUCCESSOR TRUSTEE. (a) Any successor Trustee appointed as
provided in Section 9.08 shall execute, acknowledge and deliver to the Seller
and to its predecessor Trustee an instrument accepting such appointment
hereunder. The resignation or removal of the predecessor Trustee shall then
become effective and such successor Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein. The predecessor Trustee shall after payment of its
outstanding fees and expenses promptly deliver to the successor Trustee all
assets and records of the Trust held by it hereunder, and the Seller and the
predecessor Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and
confirming in the successor Trustee all such rights, powers, duties and
obligations.



                                      -75-

<PAGE>



         (b) No successor Trustee shall accept appointment as provided in this
Section 9.09 unless at the time of such acceptance such successor Trustee shall
be eligible under the provisions of Section 9.06.

         (c) Upon acceptance of appointment by a successor Trustee as provided
in this Section 9.09, the successor Trustee shall mail notice of the succession
of such Trustee hereunder to all Certificateholders at their addresses as shown
in the Certificate Register and to the Rating Agencies. EMC shall pay the cost
of any mailing by the successor Trustee.

         Section 9.10. MERGER OR CONSOLIDATION OF TRUSTEE. Any state bank or
trust company or national banking association into which the Trustee may be
merged or converted or with which it may be consolidated or any state bank or
trust company or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any state
bank or trust company or national banking association succeeding to all or
substantially all of the corporate trust business of the Trustee shall be the
successor of the Trustee hereunder, provided such state bank or trust company or
national banking association shall be eligible under the provisions of Section
9.06. Such succession shall be valid without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

         Section 9.11. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE. (a)
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Trust or property constituting the same may at the time be located, the Seller
and the Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Trustee
and the Seller to act as co- trustee or co-trustees, jointly with the Trustee,
or separate trustee or separate trustees, of all or any part of the Trust, and
to vest in such Person or Persons, in such capacity, such title to the Trust, or
any part thereof, and, subject to the other provisions of this Section 9.11,
such powers, duties, obligations, rights and trusts as the Seller and the
Trustee may consider necessary or desirable.

         (b) If the Seller shall not have joined in such appointment within 15
days after the receipt by it of a written request so to do, the Trustee shall
have the power to make such appointment without the Seller.

         (c) No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor Trustee under Section 9.06
hereunder and no notice to Certificateholders of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 9.08
hereof.

         (d) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 9.11, all rights, powers, duties and obligations
conferred or imposed upon the Trustee and required to be conferred on such
co-trustee shall be conferred or imposed upon and exercised or performed by the
Trustee and such separate trustee or co-trustee jointly, except to the extent
that under any law of any jurisdiction in which any particular act or acts are
to be performed (whether as Trustee hereunder or as successor to the Master
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such


                                      -76-

<PAGE>



jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

         (e) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

         (f) To the extent not prohibited by law, any separate trustee or
co-trustee may, at any time, request the Trustee, its agent or attorney-in-fact,
with full power and authority, to do any lawful act under or with respect to
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor Trustee.

         (g) No trustee under this Agreement shall be personally liable by
reason of any act or omission of another trustee under this Agreement. The
Seller and the Trustee acting jointly may at any time accept the resignation of
or remove any separate trustee or co-trustee.

         Section 9.12. FEDERAL INFORMATION RETURNS AND REPORTS TO
CERTIFICATEHOLDERS; REMIC ADMINISTRATION. (a) For federal income tax purposes,
the taxable year of each of REMIC I and REMIC II shall be a calendar year and
the Trustee shall maintain or cause the maintenance of the books of each such
REMIC on the accrual method of accounting.

         (b) The Trustee 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 and REMIC II, 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 Trustee shall apply for an
Employee Identification Number from the IRS under Form SS-4 or any other
acceptable method for each of REMIC I and REMIC II. In connection with the
foregoing, the Trustee 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 and REMIC II (the "REMIC Reporting Agent").
The Trustee shall make elections to treat each of REMIC I and REMIC II 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. The Trustee shall sign all tax information
returns filed


                                      -77-

<PAGE>



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, and
the Holder of the Class R-II Certificate is hereby designated as the "Tax
Matters Person" for REMIC II. The Trustee is hereby designated and appointed as
the agent of each such Tax Matters Person. Any Holder of a Residual Certificate
will by acceptance thereof appoint the Trustee as agent and attorney-in-fact for
the purpose of acting as Tax Matters Person for each of REMIC I and REMIC II
during such time as the Trustee does not own any such Residual Certificate. In
the event that the Code or applicable Treasury regulations prohibit the Trustee
from signing tax or information returns or other statements, or the Trustee from
acting as agent for the Tax Matters Person, the Trustee shall take whatever
action that in its sole good faith judgment is necessary for the proper filing
of such information returns or for the provision of a tax matters person,
including designation of the Holder of a Residual Certificate to sign such
returns or act as tax matters person. Each Holder of a Residual Certificate
shall be bound by this Section.

         (c) The Trustee shall provide upon request and receipt of reasonable
compensation, such information as required in Section 860D(a)(6)(B) of the Code
to the Internal Revenue Service, to any Person purporting to transfer a Residual
Certificate to a Person other than a transferee permitted by Section 5.05(b),
and to any regulated investment company, real estate investment trust, common
trust fund, partnership, trust, estate, organization described in Section 1381
of the Code, or nominee holding an interest in a pass-through entity described
in Section 860E(e)(6) of the Code, any record holder of which is not a
transferee permitted by Section 5.05(b) (or which is deemed by statute to be an
entity with a disqualified member).

         (d) The Trustee shall prepare and file or cause to be filed, and the
Trustee shall sign, any state income tax returns required under Applicable State
Law with respect to each of REMIC I and REMIC II or the Trust Fund.

         (e) Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount on the Mortgage Loans,
that the Trustee reasonably believes are applicable under the Code. The consent
of Certificateholders shall not be required for such withholding. In the event
the Trustee withholds any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Trustee shall, together with its monthly report to
such Certificateholders, indicate such amount withheld.

         (f) The Trustee agrees to indemnify the Trust Fund and the Seller for
any taxes and costs including, without limitation, any reasonable attorneys fees
imposed on or incurred by the Trust Fund, the Company or the Master Servicer, as
a result of a breach of the Trustee's covenants set forth in this Section 9.12.

         Section 9.13. MAINTENANCE OF SUPPLEMENTAL PMI POLICY; COLLECTIONS
THEREUNDER. (a) The Trustee shall cooperate with the Supplemental PMI Insurer
and shall use its best efforts to furnish to the Supplemental PMI Insurer all
reasonable information in the possession of the Trustee or to which the Trustee
has access with respect to each Mortgage Loan.



                                      -78-

<PAGE>



         (b) In the event of a default by the Supplemental PMI Insurer under the
Supplemental PMI Policy (a "Replacement Event"), the Trustee shall use its best
efforts to obtain a substitute lender-paid primary mortgage insurance policy (a
"Substitute Supplemental PMI Policy"); PROVIDED, HOWEVER, that the Trustee shall
not be obligated, and shall have no liability for failing, to obtain a
Substitute Supplemental PMI Policy unless such Substitute Supplemental PMI
Policy can be obtained on the following terms and conditions: (i) the
Certificates shall be rated no lower than the rating assigned by each Rating
Agency to the Certificates immediately prior to such Replacement Event, as
evidenced by a letter from each Rating Agency addressed to the Seller, the
Master Servicer and the Trustee, (ii) the timing and mechanism for drawing on
such new Substitute Supplemental PMI Policy shall be reasonably acceptable to
the Master Servicer and the Trustee and (iii) the premiums under the proposed
Substitute Supplemental PMI Policy shall not exceed such premiums under the
existing Supplemental PMI Policy.

         (c) Pursuant to Section 4.01 hereof, any amounts collected by the
Trustee under the Supplemental PMI Policy shall be deposited in the Distribution
Account, subject to withdrawal pursuant to Section 4.02 hereof.

         (d) On each Distribution Date, the Trustee shall provide to the
Supplemental PMI Insurer an electronic file containing the loan number and
outstanding principal balance of each Mortgage Loan covered by the Supplemental
PMI Policy.

         (e) The Trustee shall provide upon request by the Seller or the Rating
Agencies without charge copies of any reports provided to the Trustee by the
Master Servicer or the Supplemental PMI Insurer with respect to the Mortgage
Loans covered by the Supplemental PMI Policy. The Trustee shall also provide
such reports to any Certificateholder provided that the reasonable expenses
incurred by the Trustee in providing such reports (including postage and copying
costs) are paid by such Certificateholder.


                                      -79-

<PAGE>




                                    ARTICLE X

                                   Termination

         Section 10.01. TERMINATION UPON REPURCHASE BY THE SELLER OR ITS
DESIGNEE OR LIQUIDATION OF THE MORTGAGE LOANS. (a) Subject to Section 10.02, the
respective obligations and responsibilities of the Seller, the Trustee and EMC
created hereby, other than the obligation of the Trustee to make payments to
Certificateholders as hereinafter set forth shall terminate upon:

                  (i) the repurchase by or at the direction of the Seller or its
         designee of all Mortgage Loans and all related REO Property remaining
         in the Trust at a price equal to (a) 100% of the Outstanding Principal
         Balance of each Mortgage Loan (other than a Mortgage Loan related to
         REO Property) as of the date of repurchase, net of the principal
         portion of any unreimbursed Monthly Advances made by the purchaser,
         together with interest at the applicable Mortgage Interest Rate accrued
         but unpaid to, but not including, the first day of the month of
         repurchase, plus (b) the appraised value of any related REO Property,
         less the good faith estimate of the Seller of liquidation expenses to
         be incurred in connection with its disposal thereof (but not more than
         the Outstanding Principal Balance of the related Mortgage Loan,
         together with interest at the applicable Mortgage Interest Rate accrued
         on that balance but unpaid to, but not including, the first day of the
         month of repurchase), such appraisal to be calculated by an appraiser
         mutually agreed upon by the Seller and the Trustee at the expense of
         the Seller; or

                  (ii) the later of the making of the final payment or other
         liquidation, or any advance with respect thereto, of the last Mortgage
         Loan remaining in the Trust Fund or the disposition of all property
         acquired with respect to any Mortgage Loan; PROVIDED, HOWEVER, that in
         the event that an advance has been made, but not yet recovered, at the
         time of such termination, the Person having made such advance shall be
         entitled to receive, notwithstanding such termination, any payments
         received subsequent thereto with respect to which such advance was
         made.

         (b) In no event, however, shall the Trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James's, living on the date of this Agreement.

         (c) The right of the Seller or its designee to repurchase all the
Mortgage Loans pursuant to Subsection 10.01(a)(i) above shall be exercisable
only if (i) the aggregate Scheduled Principal Balance of the Mortgage Loans at
the time of any such repurchase is less than 10% of the Cut-off Date Balance or
(ii) the Seller, based upon an Opinion of Counsel, has determined that the REMIC
status of the REMIC I or REMIC II has been lost or that a substantial risk
exists that such REMIC status will be lost for the then-current taxable year. At
any time thereafter, in the case of (i) or (ii) above, the Seller may elect to
terminate the REMIC I or REMIC II at any time, and upon such election, the
Seller or its designee, shall repurchase all the Mortgage Loans.



                                      -80-

<PAGE>



         (d) The Trustee shall give notice of any termination to the
Certificateholders, with a copy to the Rating Agencies, upon which the
Certificateholders shall surrender their Certificates to the Trustee for payment
of the final distribution and cancellation. Such notice shall be given by
letter, mailed not earlier than the l5th day and not later than the 25th day of
the month next preceding the month of such final distribution, and shall specify
(i) the Distribution Date upon which final payment of the Certificates will be
made upon presentation and surrender of the Certificates at the office of the
Trustee therein designated, (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office of the Trustee therein specified.

         (e) If the option of the Seller to repurchase or cause the repurchase
of all the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the
Seller and/or its designee shall deliver to the Trustee for deposit in the
Distribution Account, by the Business Day prior to the applicable Distribution
Date, an amount equal to the repurchase price for the Mortgage Loans being
purchased by it and all property acquired with respect to such Mortgage Loans
remaining in REMIC I and REMIC II. Upon presentation and surrender of the
Certificates by the Certificateholders, the Trustee shall distribute to the
Certificateholders an amount determined as follows: with respect to each
Certificate (other than the Class R Certificates), the outstanding Current
Principal Amount, plus with respect to each Certificate (other than the Class R
Certificates), one month's interest thereon at the applicable Pass-Through Rate;
and with respect to the Class R Certificates, the percentage interest evidenced
thereby multiplied by the difference, if any, between the above described
repurchase price and the aggregate amount to be distributed to the Holders of
the Certificates (other than the Class R Certificates). If the proceeds with
respect to the Mortgage Loans are not sufficient to pay all of the Certificates
in full, any such deficiency will be allocated first, to the Subordinate
Certificates, in inverse order of their numerical designation, and then to the
Senior Certificates on a PRO RATA basis. Upon deposit of the required repurchase
price and following such final Distribution Date, the Trustee shall release
promptly to the Seller and/or its designee the Mortgage Files for the remaining
applicable Mortgage Loans, and the Accounts with respect thereto shall
terminate, subject to the Trustee's obligation to hold any amounts payable to
Certificateholders in trust without interest pending final distributions
pursuant to Subsection 10.01(g). Any other amounts remaining in the Accounts
will belong to the Seller. Upon deposit of the required repurchase price and
following such final Distribution Date, the Trustee shall release promptly to
the Seller and/or its designee, as the case may be, the Mortgage Files for the
remaining Mortgage Loans, and the Accounts with respect thereto shall terminate,
subject to the Trustee's obligation to hold any amounts payable to
Certificateholders in trust without interest pending final distributions
pursuant to Subsection 10.01(f).

         (f) In the event that this Agreement is terminated by reason of the
payment or liquidation of all Mortgage Loans or the disposition of all property
acquired with respect to all Mortgage Loans under Subsection 10.01(a)(ii) above,
the Master Servicer shall deliver to the Trustee for deposit in the Distribution
Account all distributable amounts remaining in their Protected Accounts. Upon
the presentation and surrender of the Certificates, the Trustee shall distribute
to the remaining Certificateholders, in accordance with their respective
interests, all distributable amounts remaining in the Distribution Account. Upon
deposit by the Master Servicer of such distributable amounts, and following such
final Distribution Date, the Trustee shall release promptly to the Seller or its
designee the Mortgage Files for the remaining Mortgage Loans, and the
Distribution Account shall terminate,


                                      -81-

<PAGE>



subject to the Trustee's obligation to hold any amounts payable to the
Certificateholders in trust without interest pending final distributions
pursuant to this Subsection 10.01(f).

         (g) If not all of the Certificateholders shall surrender their
Certificates for cancellation within six months after the time specified in the
above-mentioned written notice, the Trustee shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice, not all the Certificates shall have been
surrendered for cancellation, the Trustee may take appropriate steps, or appoint
any agent to take appropriate steps, to contact the remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds and other assets which remain subject to this Agreement.

         Section 10.02. ADDITIONAL TERMINATION REQUIREMENTS. (a) If the option
of the Seller to repurchase all the Mortgage Loans under Subsection 10.01(a)(i)
above is exercised, the Trust Fund and each of REMIC I and REMIC II shall be
terminated in accordance with the following additional requirements, unless the
Trustee has been furnished with an Opinion of Counsel to the effect that the
failure of the Trust to comply with the requirements of this Section 10.02 will
not (i) result in the imposition of taxes on "prohibited transactions" as
defined in Section 860F of the Code on each of REMIC I and REMIC II or (ii)
cause any REMIC to fail to qualify as a REMIC at any time that any Regular
Certificates are outstanding:

                  (i) within 90 days prior to the final Distribution Date, at
         the written direction of the Seller, the Trustee, as agent for the
         respective Tax Matters Persons, shall adopt a plan of complete
         liquidation of REMIC I and REMIC II provided to it by the Seller
         meeting the requirements of a "qualified liquidation" under Section
         860F of the Code and any regulations thereunder.

                  (ii) the Seller shall notify the Trustee at the commencement
         of such 90-day liquidation period and, at or prior to the time of
         making of the final payment on the Certificates, the Trustee shall sell
         or otherwise dispose of all of the remaining assets of the Trust Fund
         in accordance with the terms hereof; and

                  (iii) at or after the time of adoption of such a plan of
         complete liquidation of any of REMIC I and REMIC II and at or prior to
         the final Distribution Date, the Trustee shall sell for cash all of the
         assets of the Trust to or at the direction of the Seller, and REMIC I
         and REMIC II shall terminate at such time.

         (b) By their acceptance of the Residual Certificates, the Holders
thereof hereby (i) agree to adopt such a plan of complete liquidation of the
REMIC upon the written request of the Seller and to take such action in
connection therewith as may be reasonably requested by the Seller and (ii)
appoint the Seller as their attorney-in-fact, with full power of substitution,
for purposes of adopting such a plan of complete liquidation. The Trustee shall
adopt such plan of liquidation by filing the appropriate statement on the final
tax return of each REMIC. Upon complete liquidation or final distribution of all
of the assets of the Trust Fund, the Trust Fund and each of REMIC I and REMIC II
shall terminate.


                                      -82-

<PAGE>



                                   ARTICLE XI

                            Miscellaneous Provisions

         Section 11.01. INTENT OF PARTIES. The parties intend that each of REMIC
I and REMIC II shall be treated as a REMIC for federal income tax purposes and
that the provisions of this Agreement should be construed in furtherance of this
intent.

         Section 11.02. AMENDMENT. (a) This Agreement may be amended from time
to time by the Seller, the Trustee and EMC, and the Servicing Agreements may be
amended from time to time by the Master Servicer and the Trustee, without notice
to or the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be defective or
inconsistent with any other provisions herein or therein, to comply with any
changes in the Code or to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be inconsistent with the
provisions of this Agreement; PROVIDED, HOWEVER, that such action shall not, as
evidenced by an Opinion of Independent Counsel, adversely affect in any material
respect the interests of any Certificateholder.

         (b) This Agreement may also be amended from time to time by the Seller,
the Trustee and EMC, and the Servicing Agreements may also be amended from time
to time by the Master Servicer and the Trustee, with the consent of the Holders
of Certificates evidencing Fractional Undivided Interests aggregating not less
than 51% of the Trust Fund or of the applicable Class or Classes, if such
amendment affects only such Class or Classes, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the
Certificateholders; PROVIDED, HOWEVER, that no such amendment shall (i) reduce
in any manner the amount of, or delay the timing of, payments received on
Mortgage Loans which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) reduce the aforesaid
percentage of Certificates the Holders of which are required to consent to any
such amendment, without the consent of the Holders of all Certificates then
outstanding, or (iii) cause REMIC I or REMIC II to fail to qualify as a REMIC
for federal income tax purposes, as evidenced by an Opinion of Independent
Counsel which shall be provided to the Trustee other than at the Trustee's
expense. Notwithstanding any other provision of this Agreement, for purposes of
the giving or withholding of consents pursuant to Section 11.02(b), Certificates
registered in the name of or held for the benefit of the Seller, EMC, the Master
Servicer, or the Trustee or any Affiliate thereof shall be entitled to vote
their Fractional Undivided Interests with respect to matters affecting such
Certificates.

         (c) Promptly after the execution of any such amendment, the Trustee
shall furnish a copy of such amendment or written notification of the substance
of such amendment to each Certificateholder, with a copy to the Rating Agencies.

         (d) In the case of an amendment under SubSection 11.02(b) above, it
shall not be necessary for the Certificateholders to approve the particular form
of such an amendment. Rather, it shall be sufficient if the Certificateholders
approve the substance of the amendment. The manner of obtaining such consents
and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable regulations as the
Trustee may prescribe.


                                      -83-

<PAGE>




         (e) Prior to the execution of any amendment to this Agreement, the
Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating
that the execution of such amendment is authorized or permitted by this
Agreement. The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's rights, duties or immunities under this
Agreement.

         Section 11.03. RECORDATION OF AGREEMENT. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public recording office or elsewhere. The Seller shall
effect such recordation, at the expense of the Trust upon the request in writing
of a Certificateholder, but only if such direction is accompanied by an Opinion
of Counsel (provided at the expense of the Certificateholder requesting
recordation) to the effect that such recordation would materially and
beneficially affect the interests of the Certificateholders or is required by
law.

         Section 11.04. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. (a) The
death or incapacity of any Certificateholder shall not terminate this Agreement
or the Trust, nor entitle such Certificateholder's legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding up of the Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

         (b) Except as expressly provided in this Agreement, no
Certificateholders shall have any right to vote or in any manner otherwise
control the operation and management of the Trust, or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Certificates, be construed so as to establish the Certificateholders from
time to time as partners or members of an association; nor shall any
Certificateholders be under any liability to any third Person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

         (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon, under or with respect to this Agreement against the
Seller, the Master Servicer or any successor to any such parties unless (i) such
Certificateholder previously shall have given to the Trustee a written notice of
a continuing default, as herein provided, (ii) the Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than 51% of the
Trust Fund shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs and expenses and liabilities to be incurred therein or thereby, and (iii)
the Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding.

         (d) No one or more Certificateholders shall have any right by virtue of
any provision of this Agreement to affect the rights of any other
Certificateholders or to obtain or seek to obtain priority or preference over
any other such Certificateholder, or to enforce any right under this Agreement,
except in the manner herein provided and for the equal, ratable and common
benefit of all Certificateholders. For the protection and enforcement of the
provisions of this Section 11.04,


                                      -84-

<PAGE>



each and every Certificateholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

         Section 11.05. ACTS OF CERTIFICATEHOLDERS. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Agreement to be given or taken by Certificateholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Certificateholders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is expressly required, to the Seller. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and conclusive in favor of the Trustee and the Seller,
if made in the manner provided in this Section 11.05.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

         (c) The ownership of Certificates (notwithstanding any notation of
ownership or other writing on such Certificates, except an endorsement in
accordance with Section 5.02 made on a Certificate presented in accordance with
Section 5.04) shall be proved by the Certificate Register, and neither the
Trustee, the Seller, the Master Servicer nor any successor to any such parties
shall be affected by any notice to the contrary.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the holder of any Certificate shall bind every future
holder of the same Certificate and the holder of every Certificate issued upon
the registration of transfer or exchange thereof, if applicable, or in lieu
thereof with respect to anything done, omitted or suffered to be done by the
Trustee, the Seller, the Master Servicer or any successor to any such party in
reliance thereon, whether or not notation of such action is made upon such
Certificates.

         (e) In determining whether the Holders of the requisite percentage of
Certificates evidencing Fractional Undivided Interests have given any request,
demand, authorization, direction, notice, consent or waiver hereunder,
Certificates owned by the Trustee, the Seller, the Master Servicer or any
Affiliate thereof shall be disregarded, except as otherwise provided in Section
11.02(b) and except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Certificates which the Trustee knows to be so owned
shall be so disregarded. Certificates which have been pledged in good faith to
the Trustee, the Seller, the Master Servicer or any Affiliate thereof may be
regarded as outstanding if the pledgor establishes to the satisfaction of the
Trustee the pledgor's right to act with respect to such Certificates and that
the pledgor is not an Affiliate of the Trustee, the Seller, or the Master
Servicer, as the case may be.


                                      -85-

<PAGE>




         Section 11.06. GOVERNING LAW. THIS AGREEMENT AND THE CERTIFICATES SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO ITS CONFLICT OF LAWS RULES AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 11.07. NOTICES. All demands and notices hereunder shall be in
writing and shall be deemed given when delivered at (including delivery by
facsimile) or mailed by registered mail, return receipt requested, postage
prepaid, or by recognized overnight courier, to (i) in the case of the Seller,
245 Park Avenue, New York, New York 10167, Attention: Vice President-Servicing,
telecopier number: (212) 272-5591, or to such other address as may hereafter be
furnished to the other parties hereto in writing; (ii) in the case of the
Trustee, at its Corporate Trust Office, or such other address as may hereafter
be furnished to the other parties hereto in writing; (iii) in the case of EMC
Mortgage Corporation, EMC Mortgage Corporation, MacArthur Ridge II, 909 Hidden
Ridge Drive, Suite 200, Irving, Texas 75038 Attention: Mr. Edward Raice,
Telecopier No.: (972) 444-2810, or such other address as may hereafter be
furnished to the other parties hereto in writing; or (iv) in the case of the
Rating Agencies, Moody's Investors Service, Inc., 99 Church Street, 4th Floor,
New York, New York 10004, and Standard & Poor's, a division of the McGraw-Hill
Companies, Inc., 55 Water Street, 41st Floor, New York, New York, 10041,
Attention: Residential Mortgage Surveillance. Any notice delivered to the
Seller, the Master Servicer, or the Trustee under this Agreement shall be
effective only upon receipt. Any notice required or permitted to be mailed to a
Certificateholder, unless otherwise provided herein, shall be given by
first-class mail, postage prepaid, at the address of such Certificateholder as
shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given when mailed, whether or not the Certificateholder receives such notice.

         Section 11.08. SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severed from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.

         Section 11.09. SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall be binding upon and inure to the benefit of the respective successors and
assigns of the parties hereto.

         Section 11.10. ARTICLE AND SECTION HEADINGS. The article and section
headings herein are for convenience of reference only, and shall not limit or
otherwise affect the meaning hereof.

         Section 11.11. COUNTERPARTS. This Agreement may be executed in two or
more counterparts each of which when so executed and delivered shall be an
original but all of which together shall constitute one and the same instrument.

         Section 11.12. NOTICE TO RATING AGENCIES. The article and section
headings herein are for convenience of reference only, and shall not limited or
otherwise affect the meaning hereof. The


                                      -86-

<PAGE>



Trustee shall promptly provide notice to each Rating Agency with respect to each
of the following of which it has actual knowledge:

         1.       Any material change or amendment to this Agreement or the
Servicing Agreements;

         2.       The occurrence of any Event of Default that has not been
cured;

         3.       The resignation or termination of the Master Servicer under
the Servicing Agreements or the Trustee under this Agreement;

         4.       The repurchase or substitution of Mortgage Loans;

         5.       The final payment to Certificateholders; and

         6.       Any change in the location of the Distribution Account.




                                      -87-

<PAGE>



         IN WITNESS WHEREOF, the Seller, the Trustee and EMC Mortgage
Corporation have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.

                                          STRUCTURED ASSET MORTGAGE
                                          INVESTMENTS INC., as Seller


                                          By:            /s/ Baron Silverstein
                                             -----------------------------------
                                                Name:        Baron Silverstein
                                                Title:       Vice President


                                          BANK ONE, NATIONAL ASSOCIATION, as
                                          Trustee


                                          By:           /s/ Sandra Becker Whalen
                                             -----------------------------------
                                                Name:       Sandra Becker Whalen
                                                Title:      Vice President


                                          EMC MORTGAGE CORPORATION


                                          By:           /s/ Jonathan Babkow
                                             -----------------------------------
                                                Name:       Jonathan Babkow
                                                Title:      Attorney-in-fact

Accepted and Agreed as to
  Sections 2.01, 2.02, 2.03, 2.04 and 9.09(c)

EMC MORTGAGE CORPORATION, as Mortgage Loan Seller


By:           /s/ Jonathan Babkow
   -----------------------------------
      Name:       Jonathan Babkow
      Title:      Attorney-in-fact



<PAGE>



STATE OF NEW YORK        )
                         ) ss.:
COUNTY OF NEW YORK       )

         On the 31st day of July, 2001, before me, a notary public in and for
said State, personally appeared ____________________, known to me to be a
____________________ of Structured Asset Mortgage Investments Inc., the
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                        _________________________________
                                                   Notary Public
[Notarial Seal]



<PAGE>



STATE OF                 )
                         ) ss.:
COUNTY OF                )

         On the 31st day of July, 2001, before me, a notary public in and for
said State, personally appeared ____________________, known to me to be a
____________________ of Bank One, National Association, the corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                        _________________________________
                                                   Notary Public
[Notarial Seal]



<PAGE>



STATE OF                 )
                         ) ss.:
COUNTY OF                )

         On the 31st day of July, 2001, before me, a notary public in and for
said State, personally appeared ____________________, known to me to be a
____________________ of EMC Mortgage Corporation, the corporation that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                        _________________________________
                                                   Notary Public
[Notarial Seal]



<PAGE>


STATE OF NEW YORK      )
                       ) ss.:
COUNTY OF NEW YORK     )

         On the 31st day of July, 2001, before me, a notary public in and for
said State, personally appeared ______________________, known to me to be a
____________________ of EMC Mortgage Corporation, the corporation that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                        _________________________________
                                                   Notary Public
[Notarial Seal]

<PAGE>

                                                                     EXHIBIT A-1

                 FORM OF CLASS [I-A][II-A][III-A-2] CERTIFICATE

          SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

          THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY
THE PRINCIPAL PAYMENTS HERETO AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT
OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY
OF THE TRUSTEE NAMED HEREIN.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.




                                      A-1-1

<PAGE>



Certificate No. __                   Variable Pass-Through Rate

Class [I-A][II-A][III-A-2] Senior

Date of Pooling and Servicing        Aggregate Initial Current Principal
Agreement and Cut-off Date:          Amount of this Certificate as of the
July 1, 2001                         Cut-off Date: $____________

First Distribution Date:             Initial Current Principal Amount of this
August 25, 2001                      Certificateas of the Cut-off Date:
                                     $_____________

Master Servicer:
IndyMac Bank, F.S.B.

Assumed Final Distribution Date:     CUSIP: _______________
August 25, 2031

                                INDYMAC ARM TRUST
                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2001-H1

       evidencing a fractional  undivided  interest in the  distributions
       allocable  to  the  Class   [I-A][II-A][III-A-2]Certificates  with
       respect  to  a  Trust  Fund  consisting  primarily  of a  pool  of
       conventional one- to four-family adjustable interest rate mortgage
       loans sold by STRUCTURED ASSET MORTGAGE INVESTMENTS INC.

          This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Structured Asset Mortgage
Investments Inc., the Master Servicer or the Trustee referred to below or any of
their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity
or by Structured Asset Mortgage Investments Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured Asset
Mortgage Investments Inc., the Master Servicer or any of their affiliates will
have any obligation with respect to any certificate or other obligation secured
by or payable from payments on the Certificates.

          This certifies that Cede & Co. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership
interest of Certificates of the same Class as this Certificate in a trust (the
"Trust Fund") generally consisting of conventional first lien, adjustable rate
mortgages loans secured by one- to four- family residences, units in planned
unit developments and individual condominium and cooperative units
(collectively, the "Mortgage Loans") sold by Structured Asset Mortgage
Investments Inc. ("SAMI"). The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to SAMI. IndyMac Bank, F.S.B. ("IndyMac") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement"), among SAMI, as seller (the "Seller"),
Bank One, National Association, as trustee (the "Trustee"), and EMC, a


                                      A-1-2

<PAGE>



summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have the
meaning ascribed to them in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

          Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate set forth above. The Trustee will distribute on the 25th day of each month,
or, if such 25th day is not a Business Day, the immediately following Business
Day (each, a "Distribution Date"), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day (or if such last day is not a
Business Day, the Business Day immediately preceding such last day) of the
calendar month preceding the month of such Distribution Date, an amount equal to
the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest and principal, if any) required to be distributed to
the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the first anniversary of the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage Loan
and is not likely to be the date on which the Current Principal Amount of this
Class of Certificates will be reduced to zero.

          Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. 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. The Initial
Current Principal Amount of this Certificate is set forth above. The Current
Principal Amount hereof will be reduced to the extent of distributions allocable
to principal hereon and any Realized Losses allocable hereto.

          This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"), issued in
sixteen Classes. The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the
Agreement.

          The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

          This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.



                                      A-1-3

<PAGE>



          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Seller and the rights of the Certificateholders under the Agreement from time to
time by the Seller and the Trustee with the consent of the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than
66-2/3% (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable with the
Trustee upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee for such purposes, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will
be issued to the designated transferee.

          The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Fractional Undivided Interest, as requested by
the Holder surrendering the same.

          No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Seller, the Master Servicer, the Trustee and any agent of any of
them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of Seller, the Master Servicer, the
Trustee or any such agent shall be affected by notice to the contrary.

          The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of the (A) final payment or other liquidation (or Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund and (B)
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and the remittance of all funds due under the
Agreement, or (ii) the optional repurchase by the party named in the Agreement
of all the Mortgage Loans and other assets of the Trust Fund in accordance with
the terms of the Agreement. Such optional repurchase may be made only on or
after the Distribution Date on which the aggregate unpaid principal balance of
the Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement of the
Certificates. In no event, however, will the Trust Fund created by the


                                      A-1-4

<PAGE>



Agreement continue beyond the expiration of 21 years after the death of certain
persons identified in the Agreement.

          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.


                                      A-1-5

<PAGE>



          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


Dated: July 31, 2001               BANK ONE, NATIONAL ASSOCIATION
                                   Not in its individual capacity but
                                   solely as Trustee


                                  By:__________________________________________
                                            Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

          This is one of the Class [I-A][II-A][III-A-2] Certificates referred to
in the within- mentioned Agreement.

                                   BANK ONE, NATIONAL ASSOCIATION
                                   Authorized signatory of Bank One, National
                                   Association, not in its individual capacity
                                   but solely as Trustee


                                   By:________________________________________
                                             Authorized Signatory




                                      A-1-6

<PAGE>



                                   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 of assignee) a Fractional Undivided
Interest evidenced by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

          I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address: ____________________________
_______________________________________________________________________________
_______________________________________________________________________________




Dated:                     ____________________________________________________
                                    Signature by or on behalf of assignor



                                     __________________________________________
                                             Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
for the account of _______________________________ account number __________,
or, if mailed by check, to _________________________________________. Applicable
statements should be mailed to ____________________________________________.

          This information is provided by ______________________, the assignee
named above, or ____________________________, as its agent.






<PAGE>



                                                                     EXHIBIT A-2

                        FORM OF CLASS III-A-1 CERTIFICATE

          SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

          THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY
THE PRINCIPAL PAYMENTS HERETO AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT
OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY
OF THE TRUSTEE NAMED HEREIN.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF BANK ONE, NATIONAL ASSOCIATION, AS GRANTOR TRUSTEE UNDER THE GRANTOR
TRUST AGREEMENT, DATED JULY 31, 2001, BETWEEN STRUCTURED ASSET MORTGAGE
INVESTMENTS INC. AND BANK ONE, NATIONAL ASSOCIATION, AS GRANTOR TRUSTEE, OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO BANK ONE, NATIONAL ASSOCIATION, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, BANK ONE, NATIONAL ASSOCIATION, HAS
AN INTEREST HEREIN.

          THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN


                                      A-2-1

<PAGE>



RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY
THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND
(B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.





                                      A-2-2

<PAGE>



Certificate No. 1                  Variable Pass-Through Rate

Class III-A-1 Senior

Date of Pooling and Servicing      Aggregate Initial Current Principal Amount
                                   of this Certificate as of the Cut-off Date:
Agreement and Cut-off Date:        $225,000,000
July 1, 2001

First Distribution Date:           Initial Current Principal Amount of this
August 25, 2001                    Certificate as of the Cut-off Date:
                                   $225,000,000

Master Servicer:
IndyMac Bank, F.S.B.

Assumed Final Distribution Date:
August 25, 2031

                                INDYMAC ARM TRUST
                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2001-H1

       evidencing a fractional  undivided  interest in the  distributions
       allocable  to the Class  III-A-1  Certificates  with  respect to a
       Trust Fund consisting  primarily of a pool of conventional one- to
       four-family  adjustable  interest  rate  mortgage  loans  sold  by
       STRUCTURED ASSET MORTGAGE INVESTMENTS INC.

          This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Structured Asset Mortgage
Investments Inc., the Master Servicer or the Trustee referred to below or any of
their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity
or by Structured Asset Mortgage Investments Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured Asset
Mortgage Investments Inc., the Master Servicer or any of their affiliates will
have any obligation with respect to any certificate or other obligation secured
by or payable from payments on the Certificates.

          This certifies that Bank One, National Association, as Grantor Trustee
under the Grantor Trust Agreement, dated July 31, 2001, between Structured Asset
Mortgage Investment Inc. and Bank One, National Association, as grantor trustee,
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") generally consisting of conventional
first lien, adjustable rate mortgages loans secured by one- to four- family
residences, units in planned unit developments and individual condominium and
cooperative units (collectively, the "Mortgage Loans") sold by Structured Asset
Mortgage Investments Inc. ("SAMI"). The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to SAMI. IndyMac Bank, F.S.B. ("IndyMac") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any


                                      A-2-3

<PAGE>



successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement"), among SAMI, as seller (the "Seller"),
Bank One, National Association, as trustee (the "Trustee"), and EMC, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

          Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate set forth above. The Trustee will distribute on the 25th day of each month,
or, if such 25th day is not a Business Day, the immediately following Business
Day (each, a "Distribution Date"), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day (or if such last day is not a
Business Day, the Business Day immediately preceding such last day) of the
calendar month preceding the month of such Distribution Date, an amount equal to
the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest and principal, if any) required to be distributed to
the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the first anniversary of the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage Loan
and is not likely to be the date on which the Current Principal Amount of this
Class of Certificates will be reduced to zero.

          Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. 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. The Initial
Current Principal Amount of this Certificate is set forth above. The Current
Principal Amount hereof will be reduced to the extent of distributions allocable
to principal hereon and any Realized Losses allocable hereto.

          This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"), issued in
sixteen Classes. The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the
Agreement.

          The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.



                                      A-2-4

<PAGE>



          This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Seller and the rights of the Certificateholders under the Agreement from time to
time by the Seller and the Trustee with the consent of the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than
66-2/3% (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable with the
Trustee upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee for such purposes, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will
be issued to the designated transferee.

          The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Fractional Undivided Interest, as requested by
the Holder surrendering the same.

          No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Seller, the Master Servicer, the Trustee and any agent of any of
them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of Seller, the Master Servicer, the
Trustee or any such agent shall be affected by notice to the contrary.

          The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of the (A) final payment or other liquidation (or Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund and (B)
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and the remittance of all funds due under the
Agreement, or (ii) the optional repurchase by the party named in the Agreement
of all the Mortgage Loans and other assets of the Trust Fund in accordance with
the terms of the Agreement. Such optional repurchase may be made only on or
after the Distribution Date on which the aggregate unpaid principal balance of
the


                                      A-2-5

<PAGE>



Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement of the
Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.

          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.


                                      A-2-6

<PAGE>



          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


Dated: July 31, 2001               BANK ONE, NATIONAL ASSOCIATION
                                   Not in its individual capacity but
                                   solely as Trustee


                                 By:__________________________________________
                                            Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

          This is one of the Class III-A-1 Certificates referred to in the
within-mentioned Agreement.

                                   BANK ONE, NATIONAL ASSOCIATION
                                   Authorized signatory of Bank One, National
                                   Association, not in its individual capacity
                                   but solely as Trustee


                                   By:________________________________________
                                            Authorized Signatory




                                      A-2-7

<PAGE>



                                   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 of assignee) a Fractional Undivided
Interest evidenced by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

          I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address: ____________________________
_______________________________________________________________________________
_______________________________________________________________________________





Dated:                     _____________________________________________________
                                    Signature by or on behalf of assignor



                                           _____________________________________
                                                   Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

          Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
for the account of _______________________________ account number __________,
or, if mailed by check, to _________________________________________. Applicable
statements should be mailed to _______________________________________________.

          This information is provided by ______________________, the assignee
named above, or ____________________________, as its agent.




<PAGE>



                                                                     EXHIBIT A-3

                        FORM OF CLASS [R-___] CERTIFICATE

          THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON, A PUBLICLY TRADED PARTNERSHIP OR A DISQUALIFIED ORGANIZATION (AS
DEFINED BELOW).

          SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

          THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON
BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED,
UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SELLER, THE MASTER SERVICER AND THE
TRUSTEE WITH AN OPINION OF COUNSEL SATISFACTORY TO THOSE ENTITIES, WHICH OPINION
WILL NOT BE AT THE EXPENSE OF THOSE ENTITIES, THAT THE PURCHASE OF THE RESIDUAL
CERTIFICATES BY OR ON BEHALF OF THE PLAN INVESTOR WILL NOT CONSTITUTE OR RESULT
IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "PLAN ASSETS" SUBJECT TO THE
PROHIBITED TRANSACTIONS PROVISIONS OF ERISA OR CODE SECTION 4975 AND WILL NOT
SUBJECT THE SELLER, THE MASTER SERVICER OR THE TRUSTEE TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT.

          ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE


                                      A-3-1

<PAGE>



ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT
NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.


                                      A-3-2

<PAGE>



Certificate No. __                 Variable Pass-Through Rate

Class R-[__] Senior

Date of Pooling and Servicing      Aggregate Initial Current Principal Amount
Agreement and Cut-off Date:        of this Certificate as of the Cut-off Date:
July 1, 2001                       $50.00


First Distribution Date:           Initial Current Principal Amount of this
August 25, 2001                    Certificate as of the Cut-off Date: $50.00

Master Servicer:
IndyMac Bank, F.S.B.

Assumed Final Distribution Date:   CUSIP: __________
August 25, 2031



                                INDYMAC ARM TRUST
                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2001-H1

       evidencing a fractional  undivided  interest in the  distributions
       allocable to the Class R-[__] Certificates with respect to a Trust
       Fund  consisting  primarily  of a pool  of  conventional  one-  to
       four-family  adjustable  interest  rate  mortgage  loans  sold  by
       STRUCTURED ASSET MORTGAGE INVESTMENTS INC.

          This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Structured Asset Mortgage
Investments Inc., the Master Servicer or the Trustee referred to below or any of
their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity
or by Structured Asset Mortgage Investments Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured Asset
Mortgage Investments Inc., the Master Servicer or any of their affiliates will
have any obligation with respect to any certificate or other obligation secured
by or payable from payments on the Certificates.

          This certifies that Bear, Stearns Securities Corp. is the registered
owner of the Fractional Undivided Interest evidenced hereby in the beneficial
ownership interest of Certificates of the same Class as this Certificate in a
trust (the "Trust Fund") generally consisting of conventional first lien,
adjustable rate mortgages loans secured by one- to four- family residences,
units in planned unit developments and individual condominium and cooperative
units (collectively, the "Mortgage Loans") sold by Structured Asset Mortgage
Investments Inc. ("SAMI"). The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to SAMI.


                                      A-3-3

<PAGE>



IndyMac Bank, F.S.B. ("IndyMac") will act as master servicer of the Mortgage
Loans (the "Master Servicer," which term includes any successors thereto under
the Agreement referred to below). The Trust Fund was created pursuant to the
Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the "Agreement"), among SAMI, as seller (the "Seller"), Bank One, National
Association, as trustee (the "Trustee"), and EMC, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, capitalized terms used herein shall have the meaning ascribed to them in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

          Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate set forth above. The Trustee will distribute on the 25th day of each month,
or, if such 25th day is not a Business Day, the immediately following Business
Day (each, a "Distribution Date"), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day (or if such last day is not a
Business Day, the Business Day immediately preceding such last day) of the
calendar month preceding the month of such Distribution Date, an amount equal to
the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest and principal, if any) required to be distributed to
the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the first anniversary of the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage Loan
and is not likely to be the date on which the Current Principal Amount of this
Class of Certificates will be reduced to zero.

          Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register. 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. The Initial Current Principal Amount of
this Certificate is set forth above. The Current Principal Amount hereof will be
reduced to the extent of distributions allocable to principal hereon and any
Realized Losses allocable hereto.

          Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Seller will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which


                                      A-3-4

<PAGE>



purchaser may be the Seller, or any affiliate of the Seller, on such terms and
conditions as the Seller may choose.

          This Certificate may not be acquired directly or indirectly by, or on
behalf of, an employee benefit plan or other retirement arrangement which is
subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended, and/or Section 4975 of the Internal Revenue Code of 1986, as amended,
unless the proposed transferee provides the Seller, the Master Servicer and the
Trustee with an Opinion of Counsel satisfactory to those entities, which opinion
will not be at the expense of those entities, that the purchase of the Residual
Certificates by or on behalf of the Plan investor will not constitute or result
in the assets of the Trust being deemed to be "Plan Assets" subject to the
Prohibited Transactions Provisions of ERISA or Code Section 4975 and will not
subject the Seller, the Master Servicer or the Trustee to any obligation in
addition to those undertaken in the Pooling and Servicing Agreement.

          This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"), issued in
sixteen Classes. The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the
Agreement.

          The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

          This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Seller and the rights of the Certificateholders under the Agreement from time to
time by the Seller and the Trustee with the consent of the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than
66-2/3% (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable with the
Trustee upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee for such purposes, 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,


                                      A-3-5

<PAGE>



and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Fractional Undivided Interest will be issued to
the designated transferee.

          The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Fractional Undivided Interest, as requested by
the Holder surrendering the same.

          No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Seller, the Master Servicer, the Trustee and any agent of any of
them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Seller, the Master Servicer, the
Trustee or any such agent shall be affected by notice to the contrary.

          The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of the (A) final payment or other liquidation (or Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund and (B)
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and the remittance of all funds due under the
Agreement, or (ii) the optional repurchase by the party named in the Agreement
of all the Mortgage Loans and other assets of the Trust Fund in accordance with
the terms of the Agreement. Such optional repurchase may be made only on or
after the Distribution Date on which the aggregate unpaid principal balance of
the Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement of the
Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.

          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.


                                      A-3-6

<PAGE>



          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


Dated: July 31, 2001                 BANK ONE, NATIONAL ASSOCIATION
                                     Not in its individual capacity but
                                     solely as Trustee



                                   By:________________________________________
                                    __
                                             Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

          This is one of the Class R-[__] Certificates referred to in the
within-mentioned Agreement.

                                   BANK ONE, NATIONAL ASSOCIATION
                                   Authorized signatory of Bank One, National
                                   Association, not in its individual capacity
                                   but solely as Trustee


                                   By:_______________________________________
                                   _
                                              Authorized Signatory




                                      A-3-7

<PAGE>



                                   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 of assignee) a Fractional Undivided
Interest evidenced by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.

          I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address: _____________________________
________________________________________________________________________________
________________________________________________________________________________



Dated:                    ______________________________________________________
                              Signature by or on behalf of assignor



                                       _________________________________________
                                               Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS
                            -------------------------

          The assignee should include the following for purposes of
distribution:

          Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
for the account of _______________________________ account number __________,
or, if mailed by check, to _________________________________________. Applicable
statements should be mailed to _______________________________________________.

          This information is provided by ______________________, the assignee
named above, or ____________________________, as its agent.





                                      A-3-8

<PAGE>



                                                                     EXHIBIT A-4

                          FORM OF CLASS XP CERTIFICATE

          SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

          THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY
THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND
(B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR


                                      A-4-1

<PAGE>



IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.

          THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON
BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED,
UNLESS THE PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE AND THE SERVICING,
MANAGEMENT AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN
ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS
PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED
TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23
AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY OBLIGATIONS ON THE PART
OF THE SELLER, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED
REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE AND
WILL BE EVIDENCED BY A REPRESENTATION OR AN OPINION OF COUNSEL TO SUCH EFFECT BY
OR ON BEHALF OF AN INSTITUTIONAL ACCREDITED INVESTOR.





                                      A-4-2

<PAGE>



Certificate No. __                 Variable Pass-Through Rate

Class XP

Date of Pooling and Servicing      Aggregate Initial Current Principal Amount
Agreement and Cut-off Date:        of this Certificate as of the Cut-off Date:
July 1, 2001                       $100


First Distribution Date:           Initial Current Principal Amount
August 25, 2001                    of this Certificate as of the Cut-off Date:
                                   $100

Master Servicer:                   Percentage Interest: 100.00%
IndyMac Bank, F.S.B.

Assumed Final Distribution Date:   CUSIP:____________
August 25, 2031

                                INDYMAC ARM TRUST
                       MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2001-H1
                                    Class XP

       evidencing the Percentage Interest in the distributions  allocable
       to the Certificates of the above-referenced  Class with respect to
       the Trust consisting of first lien, adjustable rate mortgage loans
       (the "Mortgage Loans")

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Principal Balance of this Class XP
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class XP
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Structured Asset Mortgage Investments Inc., the Master
Servicer, or the Trustee referred to below or any of their respective
affiliates.

     This certifies that Bear, Stearns Securities Corp. is the registered owner
of the Percentage Interest evidenced by this Class XP Certificate (obtained by
dividing the Denomination of this Class XP Certificate by the Original Class
Certificate Principal Balance) in certain distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Structured Asset
Mortgage Investments Inc. ("SAMI"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of July 1, 2001 (the "Agreement") among SAMI,
as seller (the "Seller"), Bank One, National Association, as trustee (the
"Trustee"), and EMC Mortgage Corporation ("EMC"). To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Class XP Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this


                                      A-4-3

<PAGE>



Class XP Certificate by virtue of the acceptance hereof assents and by which
such Holder is bound.

     This Certificate does not have a pass-through rate and will be entitled to
distributions only to the extent set forth in the Agreement.

     No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Seller in writing the facts surrounding the
transfer. In the event that such a transfer is not to be made pursuant to Rule
144A of the Act, there shall be delivered to the Trustee and the Seller of an
Opinion of Counsel that such transfer may be made pursuant to an exemption from
the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Master Servicer or the Seller; or there shall be delivered to the
Trustee and the Seller a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Seller against any liability that may result if the transfer is
not so exempt or is not made in accordance with such federal and state laws.

     Reference is hereby made to the further provisions of this Class XP
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

     This Class XP Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                      A-4-4

<PAGE>



     IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


Dated:  July 31, 2001              BANK ONE, NATIONAL ASSOCIATION
                                   as Trustee


                                   By:__________________________________
                                   Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

     This is one of the Class XP Certificates referred to in the
within-mentioned Agreement.

                                   BANK ONE, NATIONAL ASSOCIATION
                                   as Trustee


                                   By:__________________________________
                                   Authorized Signatory




                                      A-4-5

<PAGE>



                        [Reverse of Class XP Certificate]

                                IndyMac ARM Trust
                       Mortgage Pass-Through Certificates,
                                 Series 2001-H1

     This Certificate is one of a duly authorized issue of Certificates
designated as IndyMac ARM Trust, Mortgage Pass-Through Certificates, Series
2001-H1 (herein collectively called the "Certificates"), and representing a
beneficial ownership interest in the Trust created by the Agreement.

     The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.

     Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day then the first
Business Day following such Distribution Date (the "Distribution Date"),
commencing on the first Distribution Date specified on the face hereof, to the
Person in whose name this Certificate is registered at the close of business on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.

     Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.

     This Certificate may not be acquired directly or indirectly by, or on
behalf of, an employee benefit plan or other retirement arrangement which is
subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended, and/or Section 4975 of the Internal Revenue Code of 1986, as amended,
unless the proposed transfer and/or holding of a Certificate and the servicing,
management and/or operation of the trust and its assets: (i) will not result in
any prohibited transaction which is not covered under an individual or class
prohibited transaction exemption, including, but not limited to, Prohibited
Transaction Exemption ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 or PTE 96-23
and (ii) will not give rise to any additional fiduciary obligations on the part
of the Seller, the Master Servicer or the Trustee, which will be deemed
represented by an owner of a Book-Entry Certificate or a Global Certificate and
will be evidenced by a representation or an Opinion of Counsel to such effect by
or on behalf of an Institutional Accredited Investor.


                                      A-4-6

<PAGE>



     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Seller and the Trustee and of Holders of the requisite percentage of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Seller, the Master Servicer and the Trustee and any agent of the Seller
or the Trustee may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Seller, the Trustee nor
any such agent shall be affected by any notice to the contrary.

     On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the
Seller may purchase, in whole, from the Trust the Mortgage Loans at a purchase
price determined as provided in the Agreement. In the event that no such
optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of (i) the
Distribution Date on which the Certificate Principal Balances of the Regular
Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution Date
in August 2031.



                                      A-4-7

<PAGE>



     Capitalized terms used herein that are defined in the Agreement shall have
the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-4-8

<PAGE>



                                   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 of assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to 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





                                      A-4-9

<PAGE>



                            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.




                                     A-4-10

<PAGE>



                                                                     EXHIBIT A-5

                        FORM OF CLASS X-[__] CERTIFICATE

          SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

          THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS ON THE GROUP I MORTGAGE LOANS, GROUP II MORTGAGE LOANS AND
GROUP III MORTGAGE LOANS AND REALIZED LOSSES ALLOCABLE THERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE NOTIONAL AMOUNT OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS NOTIONAL AMOUNT BY INQUIRY OF THE
TRUSTEE NAMED HEREIN.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.



                                      A-5-1

<PAGE>



Certificate No. __                 Variable Pass-Through Rate

Class X-[__] Senior

Date of Pooling and Servicing      Aggregate Initial Notional Amount
Agreement and Cut-off Date:        of this Certificate as of the Cut-off Date:
July 1, 2001                       $_____________

First Distribution Date:           Initial Notional Amount of this Certificate
August 25, 2001                    as of the Cut-off Date:  $_____________

Master Servicer:
IndyMac Bank, F.S.B.

Assumed Final Distribution Date:   CUSIP: _____________
August 25, 2031

                                INDYMAC ARM TRUST
                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2001-H1

       evidencing a fractional  undivided  interest in the  distributions
       allocable to the Class X-[__] Certificates with respect to a Trust
       Fund  consisting  primarily  of a pool  of  conventional  one-  to
       four-family  adjustable  interest  rate  mortgage  loans  sold  by
       STRUCTURED ASSET MORTGAGE INVESTMENTS INC.

          This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Structured Asset Mortgage
Investments Inc., the Master Servicer or the Trustee referred to below or any of
their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity
or by Structured Asset Mortgage Investments Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured Asset
Mortgage Investments Inc., the Master Servicer or any of their affiliates will
have any obligation with respect to any certificate or other obligation secured
by or payable from payments on the Certificates.

          This certifies that Cede & Co. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership
interest of Certificates of the same Class as this Certificate in a trust (the
"Trust Fund") generally consisting of conventional first lien, adjustable rate
mortgages loans secured by one- to four- family residences, units in planned
unit developments and individual condominium and cooperative units
(collectively, the "Mortgage Loans") sold by Structured Asset Mortgage
Investments Inc. ("SAMI"). The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to SAMI. IndyMac Bank, F.S.B. ("IndyMac") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
Date


                                      A-5-2

<PAGE>



specified above (the "Agreement"), among SAMI, as seller (the "Seller"), Bank
One, National Association, as trustee (the "Trustee"), and EMC, a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

          Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Notional Amount hereof at a per annum rate equal to the Pass-Through Rate set
forth above. The Trustee will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day
(each, a "Distribution Date"), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day (or if such last day is not a
Business Day, the Business Day immediately preceding such last day) of the
calendar month preceding the month of such Distribution Date, an amount equal to
the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest and principal, if any) required to be distributed to
the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the first anniversary of the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage Loan
and is not likely to be the date on which the Notional Amount of this Class of
Certificates will be reduced to zero.

          Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. 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. The Initial
Notional Amount of this Certificate is set forth above. The Notional Amount
hereof will be reduced to the extent of principal payments on the Group I, Group
II and Group III Mortgage Loans and any Realized Losses allocable thereto.

          This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"), issued in
sixteen Classes. The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the
Agreement.

          The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

          This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.


                                      A-5-3

<PAGE>



          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Seller and the rights of the Certificateholders under the Agreement from time to
time by the Seller and the Trustee with the consent of the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than
66-2/3% (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable with the
Trustee upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee for such purposes, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will
be issued to the designated transferee.

          The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Fractional Undivided Interest, as requested by
the Holder surrendering the same.

          No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Seller, the Master Servicer, the Trustee and any agent of any of
them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of Seller, the Master Servicer, the
Trustee or any such agent shall be affected by notice to the contrary.

          The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of the (A) final payment or other liquidation (or Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund and (B)
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and the remittance of all funds due under the
Agreement, or (ii) the optional repurchase by the party named in the Agreement
of all the Mortgage Loans and other assets of the Trust Fund in accordance with
the terms of the Agreement. Such optional repurchase may be made only on or
after the Distribution Date on which the aggregate unpaid principal balance of
the Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement of the
Certificates. In no event, however,


                                      A-5-4

<PAGE>



will the Trust Fund created by the Agreement continue beyond the expiration of
21 years after the death of certain persons identified in the Agreement.

          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.


                                      A-5-5

<PAGE>



          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


Dated: July 31, 2001               BANK ONE, NATIONAL ASSOCIATION
                                   Not in its individual capacity but
                                   solely as Trustee


                                   By:________________________________________
                                            Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

          This is one of the Class X-[__] Certificates referred to in the
within-mentioned Agreement.

                                   BANK ONE, NATIONAL ASSOCIATION
                                   Authorized signatory of Bank One, National
                                   Association, not in its individual capacity
                                   but solely as Trustee


                                   By:_______________________________________
                                                 Authorized Signatory




                                      A-5-6

<PAGE>



                                   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 of assignee) a Fractional Undivided Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.

          I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address: ____________________________
_______________________________________________________________________________
_______________________________________________________________________________





Dated:                     _____________________________________________________
                                    Signature by or on behalf of assignor




___________________________________________
                                       Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
for the account of _______________________________ account number __________,
or, if mailed by check, to _________________________________________. Applicable
statements should be mailed to ____________________________________________.

          This information is provided by ______________________, the assignee
named above, or ____________________________, as its agent.




<PAGE>



                                                                     EXHIBIT A-6

                           FORM OF CLASS S CERTIFICATE

          SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

          THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY
THE PRINCIPAL PAYMENTS HEREON AND ANY REALIZED LOSSES ALLOCABLE HERETO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT
PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

          THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,


                                      A-6-1

<PAGE>



SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM
PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND
ANY OTHER APPLICABLE JURISDICTION.




                                      A-6-2

<PAGE>



Certificate No. __                 Variable Pass-Through Rate

Class S

Date of Pooling and Servicing      Aggregate Initial Current Principal Amount
Agreement and Cut-off Date:        of this Certificate as of the Cut-off Date:
July 1, 2001                       $___________


First Distribution Date:           Initial Current Principal Amount
August 25, 2001                    of this Certificate as of the Cut-off Date:
                                   $___________

Master Servicer:
IndyMac Bank, F.S.B.

Assumed Final Distribution Date:
August 25, 2031

                                INDYMAC ARM TRUST
                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2001-H1

       evidencing a fractional  undivided  interest in the  distributions
       allocable to the Class S Certificates with respect to a Trust Fund
       consisting primarily of a pool of conventional one- to four-family
       adjustable  interest rate mortgage loans sold by STRUCTURED  ASSET
       MORTGAGE INVESTMENTS INC.

          This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Structured Asset Mortgage
Investments Inc., the Master Servicer or the Trustee referred to below or any of
their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity
or by Structured Asset Mortgage Investments Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured Asset
Mortgage Investments Inc., the Master Servicer or any of their affiliates will
have any obligation with respect to any certificate or other obligation secured
by or payable from payments on the Certificates.

          This certifies that Bank One, National Association, as Grantor Trustee
under the Grantor Trust Agreement, dated July 31, 2001, between Structured Asset
Mortgage Investment Inc. and Bank One, National Association, as grantor trustee,
is the registered owner of the Fractional Undivided Interest evidenced hereby in
the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") generally consisting of conventional
first lien, adjustable rate mortgages loans secured by one- to four- family
residences, units in planned unit developments and individual condominium and
cooperative units (collectively, the "Mortgage Loans") sold by Structured Asset
Mortgage Investments Inc. ("SAMI"). The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to SAMI. IndyMac Bank, F.S.B. ("IndyMac") will


                                      A-6-3

<PAGE>



act as master servicer of the Mortgage Loans (the "Master Servicer," which term
includes any successors thereto under the Agreement referred to below). The
Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as
of the Cut-off Date specified above (the "Agreement"), among SAMI, as seller
(the "Seller"), Bank One, National Association, as trustee (the "Trustee") and
EMC Mortgage Corporation ("EMC"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

          Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate set forth above. The Trustee will distribute on the 25th day of each month,
or, if such 25th day is not a Business Day, the immediately following Business
Day (each, a "Distribution Date"), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day (or if such last day is not a
Business Day, the Business Day immediately preceding such last day) of the
calendar month preceding the month of such Distribution Date, an amount equal to
the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest and principal, if any) required to be distributed to
the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the first anniversary of the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage Loan
and is not likely to be the date on which the Current Principal Amount of this
Class of Certificates will be reduced to zero.

          Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. 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. The Initial
Current Principal Amount of this Certificate is set forth above. The Current
Principal Amount hereof will be reduced to the extent of distributions allocable
to principal hereon and any Realized Losses allocable hereto.

          This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"), issued in
sixteen Classes. The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the
Agreement.

          The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.



                                      A-6-4

<PAGE>



          This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Seller and the rights of the Certificateholders under the Agreement from time to
time by the Seller and the Trustee with the consent of the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than
66-2/3% (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable with the
Trustee upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee for such purposes, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will
be issued to the designated transferee.

          The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Fractional Undivided Interest, as requested by
the Holder surrendering the same.

          No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Seller, the Master Servicer, the Trustee and any agent of any of
them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Seller, the Master Servicer, the
Trustee or any such agent shall be affected by notice to the contrary.

          The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of the (A) final payment or other liquidation (or Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund and (B)
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and the remittance of all funds due under the
Agreement, or (ii) the optional repurchase by the party named in the Agreement
of all the Mortgage Loans and other assets of the Trust Fund in accordance with
the terms of the Agreement. Such optional repurchase may be made only on or
after the Distribution Date on which the aggregate unpaid principal balance of
the


                                      A-6-5

<PAGE>



Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement of the
Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.

          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.


                                      A-6-6

<PAGE>



          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


Dated: July 31, 2001               BANK ONE, NATIONAL ASSOCIATION
                                   Not in its individual capacity but
                                   solely as Trustee


                                   By:__________________________________________
                                            Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

          This is one of the Class S Certificates referred to in the
within-mentioned Agreement.

                                   BANK ONE, NATIONAL ASSOCIATION
                                   Authorized signatory of Bank One, National
                                   Association, not in its individual capacity
                                   but solely as Trustee


                                   By:________________________________________
                                           Authorized Signatory




                                      A-6-7

<PAGE>



                                   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 of assignee) a Fractional Undivided Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.

          I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address: ____________________________
_______________________________________________________________________________
_______________________________________________________________________________




Dated:                     _____________________________________________________
                                    Signature by or on behalf of assignor



                                     ___________________________________________
                                             Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
for the account of _______________________________ account number __________,
or, if mailed by check, to _________________________________________. Applicable
statements should be mailed to ___________________________________________.

          This information is provided by ______________________, the assignee
named above, or ____________________________, as its agent.




<PAGE>



                                                                     EXHIBIT A-7

                        FORM OF CLASS B-[__] CERTIFICATE

          SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

          THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY
THE PRINCIPAL PAYMENTS HEREON AND ANY REALIZED LOSSES ALLOCABLE HERETO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT
PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.



                                      A-7-1

<PAGE>



Certificate No. __                 Variable Pass-Through Rate

Class B-__

Date of Pooling and Servicing      Aggregate Initial Current Principal Amount of
Agreement and Cut-off Date:        this Certificate as of the Cut-off Date:
July 1, 2001                       $___________

First Distribution Date:           Initial Current Principal Amount
August 25, 2001                    of this Certificate as of the Cut-off Date:
                                   $___________
Master Servicer:
IndyMac Bank, F.S.B.

Assumed Final Distribution Date:   CUSIP:___________
August 25, 2031

                                INDYMAC ARM TRUST
                        MORTGAGE PASS-THROUGH CERTIFICATE
                                 SERIES 2001-H1

       evidencing a fractional  undivided  interest in the  distributions
       allocable to the Class B-__  Certificates  with respect to a Trust
       Fund  consisting  primarily  of a pool  of  conventional  one-  to
       four-family  adjustable  interest  rate  mortgage  loans  sold  by
       STRUCTURED ASSET MORTGAGE INVESTMENTS INC.

          This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Structured Asset Mortgage
Investments Inc., the Master Servicer or the Trustee referred to below or any of
their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity
or by Structured Asset Mortgage Investments Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured Asset
Mortgage Investments Inc., the Master Servicer or any of their affiliates will
have any obligation with respect to any certificate or other obligation secured
by or payable from payments on the Certificates.

          This certifies that Cede & Co. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership
interest of Certificates of the same Class as this Certificate in a trust (the
"Trust Fund") generally consisting of conventional first lien, adjustable rate
mortgages loans secured by one- to four- family residences, units in planned
unit developments and individual condominium and cooperative units
(collectively, the "Mortgage Loans") sold by Structured Asset Mortgage
Investments Inc. ("SAMI"). The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to SAMI. IndyMac Bank, F.S.B. ("IndyMac") will act as master
servicer of the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the "Agreement"), among SAMI, as seller (the "Seller"),
Bank One, National Association, as trustee (the "Trustee"), and EMC, a


                                      A-7-2

<PAGE>



summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have the
meaning ascribed to them in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

          Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate set forth above. The Trustee will distribute on the 25th day of each month,
or, if such 25th day is not a Business Day, the immediately following Business
Day (each, a "Distribution Date"), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day (or if such last day is not a
Business Day, the Business Day immediately preceding such last day) of the
calendar month preceding the month of such Distribution Date, an amount equal to
the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest and principal, if any) required to be distributed to
the Holders of Certificates of the same Class as this Certificate. The Assumed
Final Distribution Date is the first anniversary of the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage Loan
and is not likely to be the date on which the Current Principal Amount of this
Class of Certificates will be reduced to zero.

          Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. 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. The Initial
Current Principal Amount of this Certificate is set forth above. The Current
Principal Amount hereof will be reduced to the extent of distributions allocable
to principal hereon and any Realized Losses allocable hereto.

          This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"), issued in
sixteen Classes. The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the
Agreement.

          The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

          This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced hereby, and the rights,
duties and immunities of the Trustee.



                                      A-7-3

<PAGE>



          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Seller and the rights of the Certificateholders under the Agreement from time to
time by the Seller and the Trustee with the consent of the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than
66-2/3% (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable with the
Trustee upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee for such purposes, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will
be issued to the designated transferee.

          The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Fractional Undivided Interest, as requested by
the Holder surrendering the same.

          No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Seller, the Master Servicer, the Trustee and any agent of any of
them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Seller, the Master Servicer, the
Trustee or any such agent shall be affected by notice to the contrary.

          The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of the (A) final payment or other liquidation (or Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund and (B)
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and the remittance of all funds due under the
Agreement, or (ii) the optional repurchase by the party named in the Agreement
of all the Mortgage Loans and other assets of the Trust Fund in accordance with
the terms of the Agreement. Such optional repurchase may be made only on or
after the Distribution Date on which the aggregate unpaid principal balance of
the Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement of the
Certificates. In no event, however, will the Trust Fund created by the


                                      A-7-4

<PAGE>



Agreement continue beyond the expiration of 21 years after the death of certain
persons identified in the Agreement.

          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.


                                      A-7-5

<PAGE>



          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


Dated: July 31, 2001               BANK ONE, NATIONAL ASSOCIATION
                                   Not in its individual capacity but
                                   solely as Trustee


                                 By:__________________________________________
                                            Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

          This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.

                                   BANK ONE, NATIONAL ASSOCIATION
                                   Authorized signatory of Bank One, National
                                   Association, not in its individual capacity
                                   but solely as Trustee


                                   By:________________________________________
                                                Authorized Signatory




                                      A-7-6

<PAGE>



                                   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 of assignee) a Fractional
Undivided Interest evidenced by the within Mortgage Pass-Through Certificate and
hereby authorizes the transfer of registration of such interest to assignee on
the Certificate Register of the Trust Fund.

          I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address: ____________________________
_______________________________________________________________________________
_______________________________________________________________________________




Dated:                     _____________________________________________________
                                    Signature by or on behalf of assignor



                                        ________________________________________
                                                   Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The assignee should include the following for purposes of
distribution:

          Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
for the account of _______________________________ account number __________,
or, if mailed by check, to _________________________________________. Applicable
statements should be mailed to
___________________________________________________________.

          This information is provided by ______________________, the assignee
named above, or ____________________________, as its agent.



                                      A-7-7

<PAGE>



                                                                       EXHIBIT B

                             MORTGAGE LOAN SCHEDULE
                             ----------------------

          The Preliminary and Final Mortgage Loan Schedules shall set forth the
following information with respect to each Mortgage Loan:

(a)      the loan number;

(b)      the Mortgagor's name;

(c)      the street address (including city, state and zip code) of the
         Mortgaged Property;

(d)      the property type;

(e)      the Mortgage Rate;

(f)      the Master Servicing Rate;

(g)      the Net Rate;

(h)      the original term;

(i)      the maturity date;

(j)      the stated remaining term to maturity;

(k)      the original principal balance;

(l)      the first payment date;

(m)      the principal and interest payment in effect as of the Cut-off Date;

(n)      the unpaid principal balance as of the Cut-off Date;

(o)      the Loan-to-Value Ratio at origination;

(p)      paid-through date;

(q)      the insurer of any Primary Mortgage Insurance Policy;

(r)      the Mortgage Loan Group;

(s)      the Gross Margin, if applicable;

(t)      the Maximum Lifetime Mortgage Rate, if applicable;


                                       B-1

<PAGE>



(u)      the Minimum Lifetime Mortgage Rate, if applicable;

(v)      the Periodic Rate Cap, if applicable; and

(w)      the number of days delinquent, if any.

Such schedule also shall set forth for all of the Mortgage Loans, the total
number of Mortgage Loans, the total of each of the amounts described under (xi)
and (xiv) above, the weighted average by principal balance as of the Cut-off
Date of each of the rates described under (v), (vi) and (vii) above, and the
weighted average remaining term to maturity by unpaid principal balance as of
the Cut-off Date.


                                       B-2

<PAGE>



                                                                       EXHIBIT C

                      REPRESENTATIONS AND WARRANTIES OF EMC
                          CONCERNING THE MORTGAGE LOANS

               [SEE SECTION 7 OF MORTGAGE LOAN PURCHASE AGREEMENT]




                                       C-1

<PAGE>



                                                                       EXHIBIT D

                        REQUEST FOR RELEASE OF DOCUMENTS


To:  Bank One, National Association
     One Bank One Plaza
     Suite IL 1-0126
     Chicago, IL 60670-0126

     RE:  Pooling and Servicing Agreement dated as of July 1, 2001, among EMC,
          SAMI, as seller, and Bank One, National Association, as trustee

     In connection with the administration of the Mortgage Loans held by you
pursuant to the above-captioned Pooling and Servicing Agreement, we request the
release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage
Loan described below, for the reason indicated.

MORTGAGE LOAN NUMBER:

MORTGAGOR NAME, ADDRESS & Zip Code:

REASON FOR REQUESTING DOCUMENTS (CHECK ONE):

______   1.    Mortgage Paid in Full and proceeds have been deposited into the
               Custodial Account

______   2.    Foreclosure

______   3.    Substitution

______   4.    Other Liquidation

______   5.    Nonliquidation            Reason:________________________

______   6.    California Mortgage Loan paid in full


                                   By:____________________________________
                                            (authorized signer)

                                   Issuer: ____________________________________
                                   Address:____________________________________

                                   Date:_______________________________________


                                       D-1

<PAGE>



                                                                       EXHIBIT E

                                       Affidavit pursuant to Section 860E(e)(4)
                                       of the Internal Revenue Code of 1986, as
                                       amended, and for other purposes
STATE OF              )
                      )ss:
COUNTY OF             )

     [NAME OF OFFICER], being first duly sworn, deposes and says:

     1. That he is [Title of Officer] of [Name of Investor] (the "Investor"), a
[savings institution] [corporation] duly organized and existing under the laws
of [the State of _________ ] [the United States], on behalf of which he makes
this affidavit.

     2. That (i) the Investor is not a "disqualified organization" as defined in
Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the
"Code"), and will not be a disqualified organization as of [Closing Date] [date
of purchase]; (ii) it is not acquiring the IndyMac ARM Trust, Mortgage
Pass-Through Certificates, Series 2001-H1, Class R-I and Class R-II Certificates
(together, the "Residual Certificates") for the account of a disqualified
organization; (iii) it consents to any amendment of the Pooling and Servicing
Agreement that shall be deemed necessary by Structured Asset Mortgage
Investments Inc. (upon advice of counsel) to constitute a reasonable arrangement
to ensure that the Residual Certificates will not be owned directly or
indirectly by a disqualified organization; and (iv) it will not transfer such
Residual Certificates unless (a) it has received from the transferee an
affidavit in substantially the same form as this affidavit containing these same
four representations and (b) as of the time of the transfer, it does not have
actual knowledge that such affidavit is false.

     3. That the Investor is one of the following: (i) a citizen or resident of
the United States, (ii) a corporation or partnership (including an entity
treated as a corporation or partnership for federal income tax purposes) created
or organized in, or under the laws of, the United States or any state thereof or
the District of Columbia (except, in the case of a partnership, to the extent
provided in regulations), provided that no partnership or other entity treated
as a partnership for United States federal income tax purposes shall be treated
as a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are United States Persons, (iii) an
estate whose income is subject to United States federal income tax regardless of
its source, or (iv) a trust other than a "foreign trust," as defined in Section
7701 (a)(31) of the Code.

     4. That the Investor's taxpayer identification number is _________________.

     5. That no purpose of the acquisition of the Residual Certificates is to
avoid or impede the assessment or collection of tax.

     6. That the Investor understands that, as the holder of the Residual
Certificates, the Investor may incur tax liabilities in excess of any cash flows
generated by such Residual Certificates.


                                       E-1

<PAGE>



     7. That the Investor intends to pay taxes associated with holding the
Residual Certificates as they become due.

     IN WITNESS WHEREOF, the Investor has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ____ day of __________, 20_.

                          [NAME OF INVESTOR]


                          By:__________________________________________
                             [Name of Officer]
                             [Title of Officer]
                             [Address of Investor for receipt of distributions]

                             Address of Investor for receipt of tax information:


                                       E-2

<PAGE>



     Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer] of the Investor, and acknowledged to me that he
executed the same as his free act and deed and the free act and deed of the
Investor.

     Subscribed and sworn before me this ___ day of _____________, 20__.

NOTARY PUBLIC

COUNTY OF

STATE OF


My commission expires the ___ day of _____________, 20__.


                                       E-3

<PAGE>



                                                                     EXHIBIT F-1

                            FORM OF INVESTMENT LETTER

                                                                          [Date]
[SELLER]

Bank One, National Association
One Bank One Plaza
Suite IL 1-0126
Chicago, IL 60670-0126

Structured Asset Mortgage Investments Inc.
245 Park Avenue
New York, New York 10167

     Re:  IndyMac ARM Trust, Mortgage Pass-Through Certificates, Series
          2001-H1 (the "Certificates"), including the [ Class XP, Class S,
          Class B-4, Class B-5 and Class B-6] Certificates (the "Privately
          Offered Certificates")
          ----------------------------------------------------------------

Dear Ladies and Gentlemen:

     In connection with our purchase of Privately Offered Certificates, we
confirm that:

          (i)  we understand that the Privately Offered Certificates are not
               being registered under the Securities Act of 1933, as amended
               (the "Act") or any applicable state securities or "Blue Sky"
               laws, and are being sold to us in a transaction that is exempt
               from the registration requirements of such laws;

          (ii) any information we desired concerning the Certificates, including
               the Privately Offered Certificates, the trust in which the
               Certificates represent the entire beneficial ownership interest
               (the "Trust") or any other matter we deemed relevant to our
               decision to purchase Privately Offered Certificates has been made
               available to us;

          (iii) we are able to bear the economic risk of investment in Privately
               Offered Certificates; we are an institutional "accredited
               investor" as defined in Section 501(a) of Regulation D
               promulgated under the Act and a sophisticated institutional
               investor;

          (iv) we are acquiring Privately Offered Certificates for our own
               account, not as nominee for any other person, and not with a
               present view to any distribution or other disposition of the
               Privately Offered Certificates;

          (v)  we agree the Privately Offered Certificates must be held
               indefinitely by us (and may not be sold, pledged, hypothecated or
               in any way disposed of)


                                      F-1-1

<PAGE>



               unless subsequently registered under the Act and any applicable
               state securities or "Blue Sky" laws or an exemption from the
               registration requirements of the Act and any applicable state
               securities or "Blue Sky" laws is available;

          (vi) we agree that in the event that at some future time we wish to
               dispose of or exchange any of the Privately Offered Certificates
               (such disposition or exchange not being currently foreseen or
               contemplated), we will not transfer or exchange any of the
               Privately Offered Certificates unless:

                    (A) (1) the sale is to an Eligible Purchaser (as defined
               below), (2) if required by the Pooling and Servicing Agreement
               (as defined below) a letter to substantially the same effect as
               either this letter or, if the Eligible Purchaser is a Qualified
               Institutional Buyer as defined under Rule 144A of the Act, the
               Rule 144A and Related Matters Certificate in the form attached to
               the Pooling and Servicing Agreement (as defined below) (or such
               other documentation as may be acceptable to the Trustee) is
               executed promptly by the purchaser and delivered to the
               addressees hereof and (3) all offers or solicitations in
               connection with the sale, whether directly or through any agent
               acting on our behalf, are limited only to Eligible Purchasers and
               are not made by means of any form of general solicitation or
               general advertising whatsoever; and

                    (B) if the Privately Offered Certificate is not registered
               under the Act (as to which we acknowledge you have no
               obligation), the Privately Offered Certificate is sold in a
               transaction that does not require registration under the Act and
               any applicable state securities or "blue sky" laws and, if Bank
               One, National Association (the "Trustee") so requests, a
               satisfactory Opinion of Counsel is furnished to such effect,
               which Opinion of Counsel shall be an expense of the transferor or
               the transferee;

          (vii) we agree to be bound by all of the terms (including those
               relating to restrictions on transfer) of the Pooling and
               Servicing, pursuant to which the Trust was formed; we have
               reviewed carefully and understand the terms of the Pooling and
               Servicing Agreement;

          (viii) we either: (i) are not acquiring the Privately Offered
               Certificate (other than the Class III-A-1 Certificate and Class S
               Certificate) directly or indirectly by, or on behalf of, an
               employee benefit plan or other retirement arrangement which is
               subject to Title I of the Employee Retirement Income Security Act
               of 1974, as amended, and/or section 4975 of the Internal Revenue
               Code of 1986, as amended, or (ii) are providing a representation
               or an opinion of counsel to the effect that the proposed transfer
               and/or holding of a Privately Offered Certificate and the
               servicing, management and/or operation of the Trust and its
               assets: (I) will not result in any prohibited transaction which
               is not covered under an individual or class prohibited
               transaction exemption,


                                      F-1-2

<PAGE>



               including, but not limited to, Prohibited Transaction Exemption
               ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60, PTE 96-23 or
               Section 401(c) of ERISA and the regulations promulgated
               thereunder and (II) will not give rise to any additional
               fiduciary duties on the part of the Seller, the Master Servicer
               or the Trustee; AND THE AMOUNT OF RESERVES AND LIABILITIES FOR
               THE GENERAL ACCOUNT CONTRACTS HELD BY OR ON BEHALF OF ANY
               EMPLOYEE BENEFIT PLAN (AND ANY OTHER EMPLOYEE BENEFIT PLAN OF THE
               SAME EMPLOYER OR ITS "AFFILIATES" (AS DEFINED IN SECTION V(A)(1)
               OF PTCE 95-60) OR BY THE SAME ORGANIZATION) DOES NOT EXCEED 10%
               OF THE TOTAL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT
               SURPLUS (SUCH DETERMINATION TO BE MADE IN ACCORDANCE WITH SECTION
               1(A) OF PTCE 95-60).

 .
          (ix) We understand that each of the Class XP, Class B-4, Class B-5 and
               Class B-6 Certificates bears, and will continue to bear, a legend
               to substantiate the following effect: "THIS CERTIFICATE HAS NOT
               BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933,
               AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES
               LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES
               THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
               OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT
               AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A
               UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE
               HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
               WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN
               ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE
               HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
               PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
               (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE
               144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN
               CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR"
               WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF
               REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE
               EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
               DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A)
               THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM
               PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF
               SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER,
               RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
               ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH
               ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER
               APPLICABLE


                                      F-1-3

<PAGE>



               JURISDICTION. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR
               INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
               RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE
               EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
               AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
               AMENDED, UNLESS [in the case of the Class B-4, Class B-5 and
               Class B-6 Certificates] PROPOSED TRANSFER AND/OR HOLDING OF A
               CERTIFICATE AND THE SERVICING, MANAGEMENT AND/OR OPERATION OF THE
               TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED
               TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS
               PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO,
               PROHIBITED TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE
               90-1, PTE 95-60, PTE 96-23 OR SECTION 401(C) OF ERISA AND THE
               REGULATIONS TO BE PROMULGATED THEREUNDER AND (II) WILL NOT GIVE
               RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF THE
               SELLER, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED
               REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL
               CERTIFICATE AND WILL BE EVIDENCED BY A REPRESENTATION OR AN
               OPINION OF COUNSEL TO SUCH EFFECT BY OR ON BEHALF OF A HOLDER OF
               A PRIVATE CERTIFICATE; AND THE AMOUNT OF RESERVES AND LIABILITIES
               FOR THE GENERAL ACCOUNT CONTRACTS HELD BY OR ON BEHALF OF ANY
               EMPLOYEE BENEFIT PLAN (AND ANY OTHER EMPLOYEE BENEFIT PLAN OF THE
               SAME EMPLOYER OR ITS "AFFILIATES" (AS DEFINED IN SECTION V(a)(1)
               OF PTCE 95-60) OR BY THE SAME ORGANIZATION) DOES NOT EXCEED 10%
               OF THE TOTAL RESERVES AND LIABILITIES OF SUCH GENERAL ACCOUNT
               SURPLUS (SUCH DETERMINATION TO BE MADE IN ACCORDANCE WITH SECTION
               1(a) OF PTCE 95-60)."

     "ELIGIBLE PURCHASER" means a corporation, partnership or other entity which
we have reasonable grounds to believe and do believe (i) can make
representations with respect to itself to substantially the same effect as the
representations set forth herein, and (ii) is either a Qualified Institutional
Buyer as defined under Rule 144A of the Act or an institutional "Accredited
Investor" as defined under Rule 501 of the Act.

     Terms not otherwise defined herein shall have the meanings assigned to them
in the Pooling and Servicing Agreement, dated as of July 1, 2001, among EMC,
SAMI, as seller (the "Seller"), and Bank One, National Association, as trustee
(the "Trustee") (the "Pooling and Servicing Agreement").

     If the Purchaser proposes that its Certificates be registered in the name
of a nominee on its behalf, the Purchaser has identified such nominee below, and
has caused such nominee to complete the Nominee Acknowledgment at the end of
this letter.



                                      F-1-4

<PAGE>



Name of Nominee (if any): ______________________________


                                      F-1-5

<PAGE>



     IN WITNESS WHEREOF, this document has been executed by the undersigned who
is duly authorized to do so on behalf of the undersigned Eligible Purchaser on
the ____ day of _______, 20_.

                                          Very truly yours,

                                          [PURCHASER]

                                          By:___________________________________
                                                   (Authorized Officer)

                                          [By:__________________________________
                                                   Attorney-in-fact]


                                      F-1-6

<PAGE>



                             Nominee Acknowledgment

     The undersigned hereby acknowledges and agrees that as to the Certificates
being registered in its name, the sole beneficial owner thereof is and shall be
the Purchaser identified above, for whom the undersigned is acting as nominee.

                                          [NAME OF NOMINEE]


                                          By:___________________________________
                                                   (Authorized Officer)


                                          [By:__________________________________
                                                   Attorney-in-fact]


                                      F-1-7

<PAGE>



                                                                     EXHIBIT F-2


                FORM OF RULE 144A AND RELATED MATTERS CERTIFICATE

                                                                          [Date]
[SELLER]

Bank One, National Association
One Bank One Plaza
Suite IL 1-0126
Chicago, IL 60670-0126

Structured Asset Mortgage Investments Inc.
245 Park Avenue
New York, New York 10167

          Re:  IndyMacARM Trust, Mortgage Pass-Through Certificates, Series
               2001-H1, Class XP, Class S, Class B-4, Class B-5 and Class B-6
               Certificates (the "Privately Offered Certificates")
               ---------------------------------------------------------------

Dear Ladies and Gentlemen:

     In connection with our purchase of Privately Offered Certificates, the
undersigned certifies to each of the parties to whom this letter is addressed
that it is a qualified institutional buyer (as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Act")) as follows:

1.   It owned and/or invested on a discretionary basis eligible securities
     (excluding affiliate's securities, bank deposit notes and CD's, loan
     participations, repurchase agreements, securities owned but subject to a
     repurchase agreement and swaps), as described below:

     Date: ____________, 20__ (must be on or after the close of its most recent
     fiscal year)

     Amount:  $__________________; and

2.   The dollar amount set forth above is:

     a.  greater than $100 million and the undersigned is one of the following
         entities:



                                      F-2-1

<PAGE>



       (x)    / /  an insurance company as defined in Section 2(13) of the Act1;
                   or

       (y)    / /  an investment company registered under the Investment Company
                   Act or any business development company as defined in Section
                   2(a)(48) of the Investment Company Act of 1940; or

       (z)    / /  a Small Business Investment Company licensed by the U.S.
                   Small Business Administration under Section 301(c) or (d) of
                   the Small Business Investment Act of 1958; or

       (aa)   / /  a plan (i) established and maintained by a state, its
                   political subdivisions, or any agency or instrumentality of a
                   state or its political subdivisions, the laws of which permit
                   the purchase of securities of this type, for the benefit of
                   its employees and (ii) the governing investment guidelines of
                   which permit the purchase of securities of this type; or

       (bb)   / /  a business development company as defined in Section
                   202(a)(22) of the Investment Advisers Act of 1940; or

       (cc)   / /  a corporation (other than a U.S. bank, savings and loan
                   association or equivalent foreign institution), partnership,
                   Massachusetts or similar business trust, or an organization
                   described in Section 501(c)(3) of the Internal Revenue Code;
                   or

       (dd)   / /  a U.S. bank, savings and loan association or equivalent
                   foreign institution, which has an audited net worth of at
                   least $25 million as demonstrated in its latest annual
                   financial statements; or

       (ee)   / /  an investment adviser registered under the Investment
                   Advisers Act; or

b.     / /    greater than $10 million, and the undersigned is a broker-
              dealer registered with the SEC; or

c.     / /    less than $ 10 million, and the undersigned is a broker-dealer
              registered with the SEC and will only purchase Rule 144A
              securities in transactions in which it acts as a riskless
              principal (as defined in Rule 144A); or

d.     / /    less than $100 million, and the undersigned is an investment
              company registered under the Investment Company Act of 1940,
              which, together with one or more registered investment companies
              having the same or an affiliated investment adviser, owns at least
              $100 million of eligible securities; or

e.     / /    less than $100 million, and the undersigned is an entity, all
              the equity owners of which are qualified institutional buyers.
------------------------
1    A purchase by an insurance company for one or more of its separate
     accounts, as defined by Section 2(a)(37) of the Investment Company Act of l
     940, which are neither registered nor required to be registered thereunder,
     shall be deemed to be a purchase for the account of such insurance company.


                                      F-2-2

<PAGE>



     The undersigned further certifies that it is purchasing a Privately Offered
Certificate for its own account or for the account of others that independently
qualify as "Qualified Institutional Buyers" as defined in Rule 144A. It is aware
that the sale of the Privately Offered Certificates is being made in reliance on
its continued compliance with Rule 144A. It is aware that the transferor may
rely on the exemption from the provisions of Section 5 of the Act provided by
Rule 144A. The undersigned understands that the Privately Offered Certificates
may be resold, pledged or transferred only to (i) a person reasonably believed
to be a Qualified Institutional Buyer that purchases for its own account or for
the account of a Qualified Institutional Buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an
institutional "accredited investor," as such term is defined under Rule 501 of
the Act in a transaction that otherwise does not constitute a public offering.

     The undersigned agrees that if at some future time it wishes to dispose of
or exchange any of the Privately Offered Certificates, it will not transfer or
exchange any of the Privately Offered Certificates to a Qualified Institutional
Buyer without first obtaining a Rule 144A and Related Matters Certificate in the
form hereof from the transferee and delivering such certificate to the
addressees hereof. Prior to making any transfer of Privately Offered
Certificates, if the proposed Transferee is an institutional "accredited
investor," the transferor shall obtain from the transferee and deliver to the
addressees hereof an Investment Letter in the form attached to the Pooling and
Servicing Agreement, dated as of July 1, 2001, among EMC, SAMI, as seller (the
"Seller"), and Bank One, National Association, as trustee (the "Trustee"),
pursuant to which Certificates were issued.

     The undersigned certifies that it either: (i) is not acquiring the
Privately Offered Certificate (other than the Class III-A-1 Certificate and
Class S Certificate) directly or indirectly by, or on behalf of, an employee
benefit plan or other retirement arrangement which is subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended, and/or section 4975
of the Internal Revenue Code of 1986, as amended, or (ii), in the case of the
Class B-4, Class B-5 or Class B-6 Certificate, is providing a representation or
an opinion of counsel to the effect that the proposed transfer and/or holding of
a Privately Offered Certificate and the servicing, management and/or operation
of the Trust and its assets: (I) will not result in any prohibited transaction
which is not covered under a prohibited transaction exemption, including, but
not limited to, Prohibited Transaction Exemption ("PTE") 84-14, PTE 91-38, PTE
90-1, PTE 95-60, PTE 96-23 or Section 401(c) of ERISA and the regulations to be
promulgated thereunder and (II) will not give rise to any additional fiduciary
duties on the part of the Seller, the Master Servicer or the Trustee; and the
amount of reserves and liabilities for the general account contracts held by or
on behalf of any employee benefit plan (and any other employee benefit plan of
the same employer or its "affiliates" (as defined in Section V(a)(1) of PTCE
95-60) or by the same organization) does not exceed 10% of the total reserves
and liabilities of such general account surplus (such determination to be made
in accordance with section 1(a) of PTCE 95-60).

     If the Purchaser proposes that its Certificates be registered in the name
of a nominee on its behalf, the Purchaser has identified such nominee below, and
has caused such nominee to complete the Nominee Acknowledgment at the end of
this letter.




                                      F-2-3

<PAGE>



Name of Nominee (if any):

IN WITNESS WHEREOF, this document has been executed by the undersigned who is
duly authorized to do so on behalf of the undersigned Eligible Purchaser on the
___ day of ________, 20__.
                                Very truly yours,

                                [PURCHASER]



                                By:_________________________________________
                                         (Authorized Officer)


                                [By:_________________________________________
                                         Attorney-in-fact]


                                      F-2-4

<PAGE>



                             Nominee Acknowledgment

         The undersigned hereby acknowledges and agrees that as to the
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Purchaser identified above, for whom the undersigned is acting
as nominee.

                                        [NAME OF NOMINEE]

                                        By:_____________________________________
                                                 (Authorized Officer)


                                        [By:____________________________________
                                                 Attorney-in-fact]


                                      F-2-5

<PAGE>



                                                                       EXHIBIT G

                          FORM OF INITIAL CERTIFICATION

Structured Asset Mortgage Investments Inc.
245 Park Avenue
New York, New York 10167

     Re:  Pooling and Servicing Agreement dated as of July 1, 2001, among
          EMC Mortgage Corporation, Structured Asset Mortgage Investments
          Inc., as seller, and Bank One, National Association, as trustee,
          IndyMac ARM Trust, Mortgage Pass-Through Certificates, Series 2001-H1
          ---------------------------------------------------------------------

Ladies and Gentlemen:

     In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, hereby certifies that, except as
otherwise noted on the attached exception report, that as to each Mortgage
Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or listed on the attachment hereto) it has reviewed the
Mortgage File and the Mortgage Loan Schedule and has determined that: (i)
all documents required to be included in the Mortgage File pursuant to the
Pooling and Servicing Agreement are in its possession; (ii) such documents
have been reviewed by it and appear regular on their face, have, where
applicable, been executed and relate to such Mortgage Loan; and (iii) based
on examination by it, and only as to such documents, the information set
forth in the Mortgage Loan Schedule as to Mortgagor Name, original
principal balance and loan number respecting such Mortgage Loan is correct
and accurately reflects the information in the Mortgage Loan File.

     The undersigned has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in
the above-referenced Pooling and Servicing Agreement. The undersigned makes
no representation that any documents specified in subclauses (iv), (v) and
(vii) of Section 2.01(b) should be included in any Mortgage File. The
undersigned makes no representations as to: (i) the validity, legality,
enforceability or genuineness of any of the documents contained in each
Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan
Schedule or (ii) the collectability, insurability, effectiveness or
suitability of any such Mortgage Loan.


                                    G-1

<PAGE>





     Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.

                                      [                 ]

                                      By:______________________________________
                                               Name:
                                               Title:


                                    G-2

<PAGE>



                                                                  EXHIBIT H

                        FORM OF FINAL CERTIFICATION

Structured Asset Mortgage Investments Inc.
245 Park Avenue
New York, New York 10167

     Re:  Pooling and Servicing Agreement dated as of July 1, 2001, among EMC
          Morgage Corporation, Structured Asset Mortgage Investments Inc., as
          seller, Bank One, National Association, as trustee, issuing IndyMac
          ARM Trust, Mortgage Pass-Through Certificates, Series 2001-H1

Ladies and Gentlemen:

     In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, hereby certifies that, except as otherwise
noted on the attached exception report, that as to each Mortgage Loan listed on
the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed
on the attachment hereto) it has received the documents set forth in Section
2.01 and has determined that (i) all documents required to be included in the
Mortgage File pursuant to the Pooling and Servicing Agreement are in its
possession; (ii) such documents have been reviewed by it and appear regular on
their face, have, where applicable, been executed and relate to such Mortgage
Loan; and (iii) based on examination by it, and only as to such documents, the
information set forth in the Mortgage Loan Schedule as to Mortgagor name,
original principal balance and loan number respecting such Mortgage Loan is
correct and accurately reflects the information in the Mortgage Loan File.

     The undersigned has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The undersigned makes no
representation that any documents specified in subclauses (iv), (v) and (vii) of
Section 2.01(b) should be included in any Mortgage File. The undersigned makes
no representations as to: (i) the validity, legality, enforceability or
genuineness of any of the documents contained in each Mortgage File of any of
the Mortgage Loans identified on the Mortgage Loan Schedule or (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan.



                                       H-1

<PAGE>



     Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.

                                       [                                  ]

                                       By: _____________________________________
                                                Name:
                                                Title:


                                       H-2