STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
                                    DEPOSITOR

                              JPMORGAN CHASE BANK,
                                     TRUSTEE

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                  MASTER SERVICER AND SECURITIES ADMINISTRATOR

                                       and

                            EMC MORTGAGE CORPORATION
                               SELLER AND COMPANY

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

                         POOLING AND SERVICING AGREEMENT

                            Dated as of July 1, 2003

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


                  Structured Asset Mortgage Investments II Inc.
           Bear Stearns ARM Trust, Mortgage Pass-Through Certificates

                                  Series 2003-6




<PAGE>



<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS

                                                                                                               Page
<S>                                                                                                            <C>

                                                     ARTICLE I
                                                    Definitions

                                                     ARTICLE II
                          Conveyance of Mortgage Loans; Original Issuance of Certificates
         Section 2.01      CONVEYANCE OF MORTGAGE LOANS TO TRUSTEE...............................................45
         Section 2.02      ACCEPTANCE OF MORTGAGE LOANS BY TRUSTEE...............................................48
         Section 2.03      ASSIGNMENT OF INTEREST IN THE MORTGAGE LOAN PURCHASE AGREEMENT........................50
         Section 2.04      SUBSTITUTION OF MORTGAGE LOANS........................................................51
         Section 2.05      ISSUANCE OF CERTIFICATES..............................................................52
         Section 2.06      REPRESENTATIONS AND WARRANTIES CONCERNING THE DEPOSITOR...............................53

                                                    ARTICLE III
                                  Administration and Servicing of Mortgage Loans
         Section 3.01      MASTER SERVICER.......................................................................55
         Section 3.02      REMIC-RELATED COVENANTS...............................................................56
         Section 3.03      MONITORING OF SERVICERS...............................................................56
         Section 3.04      FIDELITY BOND.........................................................................57
         Section 3.05      POWER TO ACT; PROCEDURES..............................................................57
         Section 3.06      DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS............................................58
         Section 3.07      RELEASE OF MORTGAGE FILES.............................................................58
         Section 3.08      DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER SERVICER
                           TO BE HELD FOR TRUSTEE................................................................59
         Section 3.09      STANDARD HAZARD INSURANCE AND FLOOD INSURANCE POLICIES................................60
         Section 3.10      PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS......................................60
         Section 3.11      MAINTENANCE OF THE PRIMARY MORTGAGE INSURANCE POLICIES................................61
         Section 3.12      TRUSTEE TO RETAIN POSSESSION OF CERTAIN INSURANCE POLICIES AND
                           DOCUMENTS.............................................................................61
         Section 3.13      REALIZATION UPON DEFAULTED MORTGAGE LOANS.............................................62
         Section 3.14      COMPENSATION FOR THE MASTER SERVICER..................................................62
         Section 3.15      REO PROPERTY..........................................................................62
         Section 3.16      ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.........................................63
         Section 3.17      ANNUAL INDEPENDENT ACCOUNTANT'S SERVICING REPORT......................................63
         Section 3.18      REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION.................................64
         Section 3.19      THE COMPANY...........................................................................64
         Section 3.20      UCC...................................................................................64
         Section 3.21      OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS.........................................65
         Section 3.22      SURETY BOND...........................................................................65

                                                    ARTICLE IV
                                                     Accounts
         Section 4.01      PROTECTED ACCOUNTS....................................................................66


                                                        -i-

<PAGE>



         Section 4.02      MASTER SERVICER COLLECTION ACCOUNT....................................................67
         Section 4.03      PERMITTED WITHDRAWALS AND TRANSFERS FROM THE MASTER SERVICER
                           COLLECTION ACCOUNT....................................................................68
         Section 4.04      DISTRIBUTION ACCOUNT..................................................................69
         Section 4.05      PERMITTED WITHDRAWALS AND TRANSFERS FROM THE DISTRIBUTION ACCOUNT.....................70

                                                     ARTICLE V
                                                   Certificates
         Section 5.01      CERTIFICATES..........................................................................72
         Section 5.02      REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.................................81
         Section 5.03      MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.....................................84
         Section 5.04      PERSONS DEEMED OWNERS.................................................................84
         Section 5.05      TRANSFER RESTRICTIONS ON RESIDUAL CERTIFICATES........................................85
         Section 5.06      RESTRICTIONS ON TRANSFERABILITY OF CERTIFICATES.......................................86
         Section 5.07      ERISA RESTRICTIONS....................................................................86
         Section 5.08      RULE 144A INFORMATION.................................................................88

                                                    ARTICLE VI
                                          Payments to Certificateholders
         Section 6.01      DISTRIBUTIONS ON THE CERTIFICATES.....................................................89
         Section 6.02      ALLOCATION OF LOSSES..................................................................93
         Section 6.03      PAYMENTS..............................................................................96
         Section 6.04      STATEMENTS TO CERTIFICATEHOLDERS......................................................97
         Section 6.05      MONTHLY ADVANCES......................................................................99
         Section 6.06      COMPENSATING INTEREST PAYMENTS.......................................................100

                                                    ARTICLE VII
                                                The Master Servicer
         Section 7.01      LIABILITIES OF THE MASTER SERVICER...................................................101
         Section 7.02      MERGER OR CONSOLIDATION OF THE MASTER SERVICER.......................................101
         Section 7.03      INDEMNIFICATION OF THE TRUSTEE, THE MASTER SERVICER AND THE
                           SECURITIES ADMINISTRATOR.............................................................101
         Section 7.04      LIMITATIONS ON LIABILITY OF THE MASTER SERVICER AND OTHERS...........................102
         Section 7.05      MASTER SERVICER NOT TO RESIGN........................................................103
         Section 7.06      SUCCESSOR MASTER SERVICER............................................................103
         Section 7.07      SALE AND ASSIGNMENT OF MASTER SERVICING..............................................103

                                                   ARTICLE VIII
                                                      Default
         Section 8.01      EVENTS OF DEFAULT....................................................................105
         Section 8.02      TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.............................................107
         Section 8.03      NOTIFICATION TO CERTIFICATEHOLDERS...................................................108
         Section 8.04      WAIVER OF DEFAULTS...................................................................108
         Section 8.05      LIST OF CERTIFICATEHOLDERS...........................................................108



                                                       -ii-

<PAGE>



                                                    ARTICLE IX
                              Concerning the Trustee and the Securities Administrator
         Section 9.01      DUTIES OF TRUSTEE....................................................................109
         Section 9.02      CERTAIN MATTERS AFFECTING THE TRUSTEE AND THE SECURITIES
                           ADMINISTRATOR........................................................................111
         Section 9.03      TRUSTEE AND SECURITIES ADMINISTRATOR NOT LIABLE FOR CERTIFICATES OR
                           MORTGAGE LOANS.......................................................................113
         Section 9.04      TRUSTEE AND SECURITIES ADMINISTRATOR MAY OWN CERTIFICATES............................113
         Section 9.05      TRUSTEE'S AND SECURITIES ADMINISTRATOR'S FEES AND EXPENSES...........................113
         Section 9.06      ELIGIBILITY REQUIREMENTS FOR TRUSTEE AND SECURITIES ADMINISTRATOR....................114
         Section 9.07      INSURANCE............................................................................114
         Section 9.08      RESIGNATION AND REMOVAL OF THE TRUSTEE AND SECURITIES
                           ADMINISTRATOR........................................................................114
         Section 9.09      SUCCESSOR TRUSTEE AND SUCCESSOR SECURITIES ADMINISTRATOR.............................115
         Section 9.10      MERGER OR CONSOLIDATION OF TRUSTEE OR SECURITIES ADMINISTRATOR.......................116
         Section 9.11      APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE........................................116
         Section 9.12      FEDERAL INFORMATION RETURNS AND REPORTS TO CERTIFICATEHOLDERS;
                           REMIC ADMINISTRATION.................................................................117

                                                     ARTICLE X
                                                    Termination
         Section 10.01     TERMINATION UPON REPURCHASE BY THE DEPOSITOR OR ITS DESIGNEE OR
                           LIQUIDATION OF THE MORTGAGE LOANS....................................................120
         Section 10.02     ADDITIONAL TERMINATION REQUIREMENTS..................................................123

                                                    ARTICLE XI
                                             Miscellaneous Provisions
         Section 11.01     INTENT OF PARTIES....................................................................124
         Section 11.02     AMENDMENT............................................................................124
         Section 11.03     RECORDATION OF AGREEMENT.............................................................125
         Section 11.04     LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS...........................................125
         Section 11.05     ACTS OF CERTIFICATEHOLDERS...........................................................126
         Section 11.06     GOVERNING LAW........................................................................127
         Section 11.07     NOTICES..............................................................................127
         Section 11.08     SEVERABILITY OF PROVISIONS...........................................................128
         Section 11.09     SUCCESSORS AND ASSIGNS...............................................................128
         Section 11.10     ARTICLE AND SECTION HEADINGS.........................................................128
         Section 11.11     COUNTERPARTS.........................................................................128
         Section 11.12     NOTICE TO RATING AGENCIES............................................................128
</TABLE>





                                                       -iii-

<PAGE>



                                    EXHIBITS

Exhibit A-1               -    Form of Class A and Class X Certificates
Exhibit A-2               -    Form of Class B Certificates
Exhibit A-3               -    Form of Class R 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-2               -    Form of Rule 144A and Related Matters Certificate
Exhibit G                 -    Form of Custodial Agreement
Exhibit H-1 to H-7        -    Servicing Agreements
Exhibit I                 -    Assignment Agreements
Exhibit J                 -    Mortgage Loan Purchase Agreement



                                      -iv-

<PAGE>



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

         Pooling and Servicing Agreement dated as of July 1, 2003, among
Structured Asset Mortgage Investments II Inc., a Delaware corporation, as
depositor (the "Depositor"), JPMorgan Chase Bank, a New York banking
corporation, not in its individual capacity but solely as trustee (the
"Trustee"), Wells Fargo Bank Minnesota, National Association, as master servicer
(in such capacity, the "Master Servicer") and as securities administrator (in
such capacity, the "Securities Administrator"), and EMC Mortgage Corporation, as
seller (in such capacity, the "Seller") and as company (in such capacity, the
"Company").

                              PRELIMINARY STATEMENT

         On or prior to the Closing Date, the Depositor acquired the Mortgage
Loans from the Seller. On the Closing Date, the Depositor 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 interest" 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, the REMIC II Regular Interests will be designated
"regular interests" in such REMIC and the Class R-II Certificate will be
designated the "residual interest" in such REMIC.

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

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

         The Group I Mortgage Loans will have an Outstanding Principal Balance
as of the Cut-off Date, after deducting all Scheduled Principal due on or before
the Cut-off Date, of $550,229,047.69. The initial principal amount of the Group
I Certificates (excluding the Class R-I Certificate) will not exceed such
Outstanding Principal Balance. The Group II Mortgage Loans will have an
Outstanding Principal Balance as of the Cut-off Date, after deducting all
Scheduled Principal due on or before the Cut-off Date, of $286,298,934.60. The
initial principal amount of the Group II Certificates will not exceed such
Outstanding Principal Balance.




<PAGE>



         In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Securities Administrator, the Seller, the
Company and the Trustee agree as follows:


                                       -2-

<PAGE>



                                    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.

         ABN AMRO: ABN AMRO Mortgage Group, Inc., or its successor in interest.

         ABN AMRO SERVICING AGREEMENT: The Purchase, Warranties and Servicing
Agreement dated as of June 1, 2003 between the Seller and ABN AMRO, attached
hereto as Exhibit H-1, as modified by the related Assignment Agreement.

         ACCEPTED MASTER SERVICING PRACTICES: With respect to any Mortgage Loan,
as applicable, either (x) those customary mortgage servicing practices of
prudent mortgage servicing institutions that master service mortgage loans of
the same type and quality as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located, to the extent applicable to the Trustee
or the Master Servicer (except in its capacity as successor to a Servicer), or
(y) as provided in the applicable Servicing Agreement, to the extent applicable
to any Servicer, but in no event below the standard set forth in clause (x).

         ACCOUNT: The Master Servicer Collection Account and the Protected
Account as the context may require.

         ACCRUED CERTIFICATE INTEREST: For any Certificate (other than the Class
R-I Certificate) for any Distribution Date, the interest accrued during the
related Interest Accrual Period at the applicable Pass-Through Rate on the
Current Principal Amount, or Notional Amount in the case of any Interest Only
Certificate, of such Certificate immediately prior to such Distribution Date, on
the basis of a 360-day year consisting of twelve 30-day months, less (i) in the
case of a Senior Certificate, such Certificate's share of any Net Interest
Shortfall from the related Mortgage Loans and, after the Cross- Over Date, the
interest portion of any Realized Losses on the related Mortgage Loans allocated
thereto in accordance with Section 6.02(i) and (ii) in the case of a Subordinate
Certificate, such Certificate's share of any Net Interest Shortfall from the
related Mortgage Loans and the interest portion of any Realized Losses on the
related Mortgage Loans allocated thereto in accordance with Section 6.02(i).

         ADDITIONAL COLLATERAL: (i) With respect to any Mortgage 100K Loan, the
Securities Account and the financial assets held therein subject to a security
interest pursuant to the related Mortgage 100K Pledge Agreement, or (ii) with
respect to any Parent Power(R) Mortgage Loan, the related Parent Power(R)
Agreement and collateral pledged pursuant thereto.

         ADDITIONAL COLLATERAL AGREEMENTS: As defined in the Additional
Collateral Servicing Agreement.

         ADDITIONAL COLLATERAL MORTGAGE LOAN: A Mortgage Loan that is supported
by Additional Collateral.


                                       -3-

<PAGE>



         ADDITIONAL COLLATERAL SERVICER: Either, (i) MLCC or Cendant, as
applicable, pursuant to the terms of the Additional Collateral Servicing
Agreement, or (ii) the Master Servicer, pursuant to Section 3.01 of this
Agreement.

         ADDITIONAL COLLATERAL SERVICING AGREEMENT: The Additional Collateral
Assignment and Servicing Agreement, dated as of April 26, 2001 between Cendant
and the Seller (whereby MLCC retained its rights to service the Additional
Collateral in accordance thereto).

         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 Servicing Fee Rate and the Lender-Paid PMI Rate (if applicable).

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

         ALLIANCE: Alliance Mortgage Company, or its successor in interest.

         ALLIANCE SERVICING AGREEMENT: With respect to the Mortgage Loans
originated by Mortgage IT, the Subservicing Agreement dated as of August 1, 2002
between the Seller and Alliance, attached hereto as Exhibit H-2, as modified by
the related Assignment Agreement.

         ALLOCABLE SHARE: Means:

         With respect to any Group I Subordinate Certificates:

         (a) as to any Distribution Date and amounts distributable pursuant to
clauses (i) and (iv) of the definition of Group I 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 Group I Subordinate
Certificates; and

         (b) as to any Distribution Date and amounts distributable pursuant to
clauses (ii), (iii) and (v) of the definition of Group I Subordinate Optimal
Principal Amount, and as to each Class of Group I Subordinate Certificates
(other than the Class of Group I 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 Group I Subordinate Certificates and (y) the related Class
Prepayment Distribution Trigger has not been satisfied on such Distribution
Date, 0%; provided that if on a


                                       -4-

<PAGE>



Distribution Date, the Current Principal Amount of any Class of Group I
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 Group I
Subordinate Certificates which satisfy the related Class Prepayment Distribution
Trigger and to the Class of Group I Subordinate Certificates having the lowest
numerical Class designation in reduction of their respective Current Principal
Amounts in the order of their numerical Class designations.

With respect to any Group II Subordinate Certificates:

         (a) as to any Distribution Date and amounts distributable pursuant to
clauses (i) and (iv) of the definition of Group II 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 Group II Subordinate
Certificates; and

         (b) as to any Distribution Date and amounts distributable pursuant to
clauses (ii), (iii) and (v) of the definition of Group II Subordinate Optimal
Principal Amount, and as to each Class of Group II Subordinate Certificates
(other than the Class of Group II 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 Group II 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 Group II 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 Group II Subordinate Certificates which satisfy the related
Class Prepayment Distribution Trigger and to the Class of Group II Subordinate
Certificates having the lowest numerical Class 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
Securities Administrator and the Trustee by either (i) an Opinion of Counsel
reasonably acceptable to the Securities Administrator and the Trustee delivered
to it by the Master Servicer or the Depositor, or (ii) written notice from the
appropriate taxing authority as to the applicability of such state law.



                                       -5-

<PAGE>



         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 AGREEMENTS: The agreements attached hereto as Exhibit I,
whereby the Servicing Agreements were assigned to the Trustee for the benefit of
the Certificateholders.

         ASSIGNMENT OF PROPRIETARY LEASE: With respect to a Cooperative Loan,
the assignment of the related Cooperative Lease from the Mortgagor to the
originator of the Cooperative Loan.

         ASSUMED FINAL DISTRIBUTION DATE: August 25, 2033, 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 I-1, Group I-2, Group I-3 and Group II Available Funds for such
Distribution Date.

         AVERAGE LOSS SEVERITY PERCENTAGE: With respect to any Distribution Date
and each Loan Group, the percentage equivalent of a fraction, the numerator of
which is the sum of the Loss Severity Percentages for each Mortgage Loan in such
Loan Group which had a Realized Loss and the denominator of which is the number
of Mortgage Loans in the related Loan Group which had Realized Losses.

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

         BANKRUPTCY LOSS: With respect to any Mortgage Loan, any Deficient
Valuation or Debt Service Reduction related to such Mortgage Loan as reported by
the applicable Servicer to the Master Servicer.

         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 or Federal Reserve is closed or on
which banking institutions in the jurisdiction in which the Trustee, the Master
Servicer, any Servicer or the Securities Administrator are 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.

         CENDANT: Cendant Mortgage Corporation, or its successor in interest.

         CENDANT SERVICING AGREEMENTS: The Mortgage Loan Flow Purchase, Sale and
Servicing Agreement dated as of April 26, 2001, among the Seller (as purchaser),
Cendant and Bishop's Gate Residential Mortgage Trust (formerly known as Cendant
Residential Mortgage Trust) (as sellers) and, with respect to the Mortgage Loans
secured by Additional Collateral, the Additional Collateral


                                       -6-

<PAGE>



Servicing Agreement, each as attached hereto as Exhibit H-3, as modified by the
related Assignment Agreement.

         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 I-1 Senior Certificates, Group I-2 Senior
Certificates, Group I-3 Senior Certificates, Group I Certificates and Group II
Certificates, as applicable.

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

         CERTIFICATE REGISTER: The register maintained pursuant to Section 5.02.

         CERTIFICATEHOLDER: A Holder of a Certificate.

         CHEVY CHASE: Chevy Chase Bank F.S.B., or its successor in interest.

         CHEVY CHASE SERVICING AGREEMENT: The Purchase, Warranties and Servicing
Agreement, dated as of July 1, 2001, between the Seller and Chevy Chase Bank,
F.S.B., attached hereto as Exhibit H-4, as modified by the related Assignment
Agreement.

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

         CLASS PREPAYMENT DISTRIBUTION TRIGGER: For a Class of Group I
Subordinate Certificates or Group II 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 Group I Subordinate
Certificates or Group II Subordinate Certificates, respectively, subordinate
thereto, if any, and the denominator of which is the Scheduled Principal Balance
of all of the Group I Mortgage Loans or Group II Mortgage Loans, respectively,
as of the related Due Date, equals or exceeds such percentage calculated as of
the Closing Date.

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

         CLASS R-I DEPOSIT: The $50 deposit into the Distribution Account by the
Depositor on the Closing Date to pay the Class R-I Certificate in accordance
with Section 6.01(a) on the Distribution Date occurring in August 2003.

         CLOSING DATE: July 31, 2003.

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

         COMPENSATING INTEREST PAYMENT: As defined in Section 6.06.


                                       -7-

<PAGE>



         COOPERATIVE: A private, cooperative housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.

         COOPERATIVE APARTMENT: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.

         COOPERATIVE LEASE: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.

         COOPERATIVE LOAN: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.

         COOPERATIVE STOCK: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.

         COOPERATIVE STOCK CERTIFICATE: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.

         CORRESPONDING CLASS: With respect to (i) REMIC III Regular Interest
I-A-1, (ii) REMIC III Regular Interest I-A-2, (iii) REMIC III Regular Interest
I-A-3, (iv) REMIC III Regular Interest II-A- 1, (v) REMIC III Regular Interest
I-B-1, (vi) REMIC III Regular Interest I-B-2, (vii) REMIC III Regular Interest
I-B-3, (viii) REMIC III Regular Interest I-B-4, (ix) REMIC III Regular Interest
I- B-5, (x) REMIC III Regular Interest I-B-6, (xi) REMIC III Regular Interest
II-B-1, (xii) REMIC III Regular Interest II-B-2, (xiii) REMIC III Regular
Interest II-B-3, (xiv) REMIC III Regular Interest II-B-4, (xv) REMIC III Regular
Interest II-B-5, (xvi) REMIC III Regular Interest II-B-6 and (xvii) REMIC III
Regular Interest MT-R, (i) the Class I-A-1 Certificates, (ii) the Class I-A-2
Certificates, (iii) the Class I-A-3 Certificates, (iv) the Class II-A-1
Certificates, (v) the Class I-B-1 Certificates, (vi) the Class I-B-2
Certificates, (vii) the Class I-B-3 Certificates, (viii) the Class I-B-4
Certificates, (ix) the Class I-B-5 Certificates, (x) the Class I-B-6
Certificates, (xi) the Class II-B-1 Certificates, (xii) the Class II-B-2
Certificates, (xiii) the Class II-B-3 Certificates, (xiv) the Class II-B-4
Certificates, (xv) the Class II-B-5 Certificates, (xvi) the Class II-B-6
Certificates and (xvii) the Class R-IV Certificates, respectively.

         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 4 New York Plaza, 6th
Floor, New York, New York 10004, Attention: Institutional Trust


                                       -8-

<PAGE>



Services/Structured Finance Services, BART Series 2003-6. For purposes of
registration and transfer and exchange only, the Corporate Trust Office shall be
located at 2001 Bryan Street, 8th Floor, Dallas, Texas 75201, Attn: ITS Transfer
Dept. - BART Series 2003-6.

         COUNTRYWIDE: Countrywide Home Loans, Inc., or its successor in
interest.

         COUNTRYWIDE SERVICING AGREEMENT: The Seller's Warranties and Servicing
Agreement, dated as of September 1, 2002, as amended on January 1, 2003, between
the Seller and Countrywide, attached hereto as Exhibit H-5, as modified by the
related Assignment Agreement.

         CROSS-OVER DATE: The Group I Cross-Over Date or Group II Cross-Over
Date, as applicable.

         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, 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 an Interest Only Certificate), 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, Class R-II, Class R-III and Class R-IV 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 AGREEMENT: An agreement, dated as of the Closing Date among
the Depositor, the Master Servicer, the Trustee and the Custodian in
substantially the form of Exhibit G hereto.

         CUSTODIAN: Wells Fargo Bank Minnesota, National Association, or any
successor custodian appointed pursuant to the provisions hereof and of the
Custodial Agreement.

         CUT-OFF DATE: July 1, 2003.

         CUT-OFF DATE BALANCE: $836,527,982.29.

         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.



                                       -9-

<PAGE>



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

         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: With respect to each Mortgage Loan, the
Determination Date as defined in the related Servicing Agreement.

         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 any REMIC contained in 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 4.04, which shall be denominated "JPMorgan Chase
Bank, as Trustee f/b/o holders of Structured Asset Mortgage Investments II Inc.,
Bear Stearns ARM Trust, Mortgage Pass-Through Certificates, Series 2003-6 -
Distribution Account." The Distribution Account shall be an Eligible Account.

         DISTRIBUTION ACCOUNT DEPOSIT DATE: The Business Day prior to each
Distribution Date.



                                      -10-

<PAGE>



         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.

         DIVERTED AMOUNT: On any Distribution Date, an amount equal to any
Special Hazard Loss allocated to the Group I Senior Certificates or Group II
Senior Certificates, as applicable, for such date pursuant to Section 6.02(e).

         DTC CUSTODIAN: JPMorgan Chase Bank, 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.

         ELIGIBLE ACCOUNT: Any of (i) a segregated account maintained with a
federal or state chartered depository institution (A) the short-term obligations
of which are rated A-1 or better by Standard & Poor's and P-1 by Moody's at the
time of any deposit therein or (B) insured by the FDIC (to the limits
established by such Corporation), the uninsured deposits in which account are
otherwise secured such that, as evidenced by an Opinion of Counsel (obtained by
the Person requesting that the account be held pursuant to this clause (i))
delivered to the Trustee prior to the establishment of such account, the
Certificateholders will have a claim with respect to the funds in such account
and a perfected first priority security interest against any collateral (which
shall be limited to Permitted Investments, each of which shall mature not later
than the Business Day immediately preceding the Distribution Date next following
the date of investment in such collateral or the Distribution Date if such
Permitted Investment is an obligation of the institution that maintains the
Distribution Account) securing such funds that is superior to claims of any
other depositors or general creditors of the depository institution with which
such account is maintained, (ii) a segregated trust account or accounts
maintained with a federal or state chartered depository institution or trust
company with trust powers acting in its fiduciary capacity or (iii) a segregated
account or accounts of a depository institution acceptable to the Rating
Agencies (as evidenced in writing by the Rating Agencies that use of any such
account as the Distribution Account will not have an adverse effect on the then-
current ratings assigned to the Classes of Certificates then rated by the Rating
Agencies). Eligible Accounts may bear interest.

         EQUITY ACCESS(R)MORTGAGE: As defined in the Additional Collateral
Servicing Agreement.

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

         EVENT OF DEFAULT: An event of default described in Section 8.01.



                                      -11-

<PAGE>



         EXCESS LIQUIDATION PROCEEDS: To the extent that such amount is not
required by law to be paid to the related Mortgagor, the amount, if any, by
which Liquidation Proceeds with respect to a Liquidated Mortgage Loan exceed the
sum of (i) the Outstanding Principal Balance of such Mortgage Loan and accrued
but unpaid interest at the related Mortgage Interest Rate through the last day
of the month in which the related Liquidation Date occurs, plus (ii) related
Liquidation Expenses.

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

         FDIC: Federal Deposit Insurance Corporation or any successor thereto.

         FINAL CERTIFICATION: The certification substantially in the form of
Exhibit Three to the Custodial Agreement.

         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 Residual Certificate will be deemed to equal 0.25%, (ii) 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 (iii) a
Certificate of any other Class will be deemed to equal 97.00% 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; provided, however, the percentage in clause
(iii) above shall be increased by 1.0% upon the retirement of each Class of
Interest Only 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).

         GMAC: GMAC Mortgage Corporation, or its successor in interest.

         GMAC SERVICING AGREEMENT: The Servicing Agreement, dated as of May 1,
2001, as between the Seller and GMAC, as amended, attached hereto as Exhibit
H-6, as modified by the Assignment Agreement.

         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 Adjustment Date to
determine (subject to rounding, the minimum and


                                      -12-

<PAGE>



maximum Mortgage Interest Rate and the Periodic Rate Cap) the Mortgage Interest
Rate until the next Interest Adjustment Date.

         GROUP I AVAILABLE FUNDS: An amount equal to the sum of (a) Group I-1
Available Funds, (b) Group I-2 Available Funds and (c) Group I-3 Available
Funds.

         GROUP I CERTIFICATES: The Class I-A-1, Class I-A-2, Class I-X-2, Class
I-A-3, Class I-X-3, Class I-B-I, Class I-B-2, Class I-B-3, Class I-B-4, Class
I-B-5 and Class I-B-6 Certificates.

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

         GROUP I CUT-OFF DATE BALANCE: $550,229,047.69.

         GROUP I LOSS ALLOCATION LIMITATION: The meaning specified in Section
6.02(d) hereof.

         GROUP I MORTGAGE LOANS: The Group I-1 Mortgage Loans, Group I-2
Mortgage Loans and Group I-3 Mortgage Loans.

         GROUP I NON-OFFERED SUBORDINATE CERTIFICATES: The Class I-B-4, Class
I-B-5 and Class I-B-6 Certificates.

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

         GROUP I OPTIONAL TERMINATION DATE: The Distribution Date on which the
aggregate Scheduled Principal Balance of the Group I Mortgage Loans is less than
10% of the Group I Cut-off Date Balance.

         GROUP I SENIOR CERTIFICATES: The Class I-A-1, Class I-A-2, Class I-X-2,
Class I-A-3 and Class I-X-3 Certificates.

         GROUP I SENIOR PERCENTAGE: The Group I-1 Senior Percentage, Group I-2
Senior Percentage or Group I-3 Senior Percentage, as applicable.

         GROUP I SENIOR PREPAYMENT PERCENTAGE: The Group I-1 Senior Prepayment
Percentage, Group I-2 Senior Prepayment Percentage or Group I-3 Senior
Prepayment Percentage, as applicable.

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

         GROUP I SUBORDINATE OPTIMAL PRINCIPAL AMOUNT: As to any Distribution
Date and the Group I Subordinate Certificates, an amount equal to the sum,
without duplication, of the following for the Group I-1, Group I-2 and Group I-3
Mortgage Loans (but in no event greater than the aggregate


                                      -13-

<PAGE>



Current Principal Amount of the Group I Subordinate Certificates immediately
prior to such Distribution Date):

                  (i) the applicable Group I Subordinate Percentage of the
                  principal portion of all Scheduled Payments 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 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 Group I Subordinate Prepayment Percentage
                  of the Scheduled Principal Balance of each Mortgage Loan in
                  the related Loan Group that was the subject of a Principal
                  Prepayment in full received by the Master Servicer during the
                  related Prepayment Period;

                  (iii) the applicable Group I Subordinate Prepayment Percentage
                  of each Principal Prepayment in part received during the
                  related Prepayment Period with respect to each Mortgage Loan
                  in the related Loan Group;

                  (iv) the excess, if any, of (a) all Net Liquidation Proceeds
                  allocable to principal received during the related Prepayment
                  Period in respect of each Liquidated Mortgage Loan in the
                  related Loan Group over (b) the sum of the amounts
                  distributable to the related Senior Certificateholders
                  pursuant to clause (iv) of the related definition of Senior
                  Optimal Principal Amount on such Distribution Date;

                  (v) the applicable Group I Subordinate Prepayment Percentage
                  of the sum of (a) the Scheduled Principal Balance of each
                  Mortgage Loan in the related Loan Group which was purchased
                  with respect to such Distribution Date and (b) the difference,
                  if any, between the Scheduled Principal Balance of a Mortgage
                  Loan in the related Loan Group that has been replaced by the
                  Seller with a Substitute Mortgage Loan pursuant to the
                  Mortgage Loan Purchase Agreement in connection with such
                  Distribution Date over the Scheduled Principal Balance of such
                  Substitute Mortgage Loan; and

                  (vi) on the Distribution Date on which the Current Principal
                  Amounts of the Group I-1 Senior Certificates, Group I-2 Senior
                  Certificates (other than the Class I-X- 2 Certificates) or
                  Group I-3 Senior Certificates (other than the Class I-X-3
                  Certificates) have all been reduced to zero, 100% of the
                  related Senior Optimal Principal Amount. After the aggregate
                  Current Principal Amount of the Group I Subordinate
                  Certificates has been reduced to zero, the Group I Subordinate
                  Optimal Principal Amount shall be zero.

         GROUP I SUBORDINATE PERCENTAGE: The Group I-1 Subordinate Percentage,
Group I-2 Subordinate Percentage or Group I-3 Subordinate Percentage, as
applicable.



                                      -14-

<PAGE>



         GROUP I SUBORDINATE PREPAYMENT PERCENTAGE: The Group I-1 Subordinate
Prepayment Percentage, Group I-2 Subordinate Prepayment Percentage or Group I-3
Subordinate Prepayment Percentage, as applicable.

         GROUP I-1 AVAILABLE FUNDS, GROUP I-2 AVAILABLE FUNDS, GROUP I-3
AVAILABLE FUNDS AND GROUP II 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
Servicers or the Master Servicer with respect to such Distribution Date and (c)
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
         Master Servicer Collection Account and the Distribution Account and
         amounts permitted to be withdrawn from the Master Servicer Collection
         Account and the Distribution Account pursuant to this Agreement;

                  (vii) amounts needed to pay the Servicing Fees or to reimburse
         any Servicer or the Master Servicer for amounts due under the
         applicable Servicing Agreement and the Agreement to the extent such
         amounts have not been retained by, or paid previously to, such Servicer
         or the Master Servicer;

                  (viii) to pay any fees with respect to any lender-paid primary
         mortgage insurance policy; and

                  (ix) any expenses or other amounts reimbursable to the
         Trustee, the Securities Administrator and the Custodian pursuant to
         Section 7.04(c) or Section 9.05.



                                      -15-

<PAGE>



         In addition, on each Distribution Date, the Group I-1 Available Funds,
Group I-2 Available Funds, Group I-3 Available Funds or Group II Available Funds
shall be increased or decreased, as applicable, by any Diverted Amount allocated
thereto pursuant to Section 6.02(e).

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

         GROUP I-1 SENIOR CERTIFICATES: The Class I-A-1 Certificates.

         GROUP I-1 SENIOR OPTIMAL PRINCIPAL AMOUNT, GROUP I-2 SENIOR OPTIMAL
PRINCIPAL AMOUNT AND GROUP I-3 SENIOR OPTIMAL PRINCIPAL AMOUNT: With respect to
each Distribution Date, an amount equal to the sum, without duplication, of the
following (but in no event greater than the aggregate Current Principal Amounts
of the Group I-1, Group I-2 and Group I-3 Senior Certificates, as applicable,
immediately prior to such Distribution Date):

                  (i) the applicable Group I Senior Percentage of the principal
         portion of all Scheduled Payments 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 Group I 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
         received by the Master Servicer during the related Prepayment Period;

                  (iii) the applicable Group I Senior Prepayment Percentage of
         all Principal Prepayments in part received by the Master Servicer
         during the related Prepayment Period with respect to each Mortgage Loan
         in the related Loan Group;

                  (iv) the lesser of (a) the applicable Group I Senior
         Prepayment Percentage of the sum of (A) 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 (other than Mortgage Loans described in the
         immediately following clause (B)) and (B) the Scheduled Principal
         Balance of each such Mortgage Loan in the related Loan Group purchased
         by an insurer from the Trustee during the related Prepayment Period
         pursuant to the related Primary Mortgage Insurance Policy, if any, or
         otherwise; and (b) the applicable Group I Senior Percentage of the sum
         of (A) the Scheduled Principal Balance of each Mortgage Loan in the
         related Loan Group which became a Liquidated Mortgage Loan during the
         related Prepayment Period (other than the Mortgage Loans described in
         the immediately following clause (B)) and (B) the Scheduled Principal
         Balance of each such Mortgage Loan in the related Loan Group that was
         purchased by an insurer from the Trust during the related Prepayment
         Period pursuant to the related Primary Mortgage Insurance Policy, if
         any or otherwise;



                                      -16-

<PAGE>



                  (v) the applicable Group I Senior Prepayment Percentage of the
         sum of (a) the Scheduled Principal Balance of each Mortgage Loan in the
         related Loan Group which was repurchased by the Seller in connection
         with 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 Seller with a substitute Mortgage
         Loan pursuant to the Mortgage Loan Purchase Agreement in connection
         with such Distribution Date over the Scheduled Principal Balance of
         such substitute Mortgage Loan; and

                  (vi) any Diverted Amount allocated to the Group I-1 Senior
         Optimal Principal Amount, Group I-2 Senior Optimal Principal Amount or
         Group I-3 Senior Optimal Principal Amount, as applicable for such
         Distribution Date;

         MINUS

                  (vii) any Diverted Amount from the Group I-1 Senior Optimal
         Principal Amount, Group I-2 Senior Optimal Principal Amount or Group
         I-3 Senior Optimal Principal Amount, as applicable, for such
         Distribution Date.

         GROUP I-1 SENIOR PERCENTAGE: Initially, 97.00%. On any Distribution
Date, the lesser of (i) 100% and (ii) the percentage (carried to six places
rounded up) obtained by dividing the aggregate Current Principal Amount of the
Group I-1 Senior Certificates immediately preceding such Distribution Date by
the aggregate Scheduled Principal Balance of the Group I-1 Mortgage Loans as of
the beginning of the related Due Period.

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


<TABLE>
<CAPTION>
Period (dates inclusive)                              Group I-1 Senior Prepayment Percentage
----------------------------------------------------- -------------------------------------------------------------
<S>                                                   <C>
August 25, 2003 - July 25, 2010                       100%
August 25, 2010 - July 25, 2011                       Group I-1 Senior Percentage plus 70% of the
                                                      Group I-1 Subordinate Percentage
August 25, 2011 - July 25, 2012                       Group I-1 Senior Percentage plus 60% of the
                                                      Group I-1 Subordinate Percentage
August 25, 2012 - July 25, 2013                       Group I-1 Senior Percentage plus 40% of the
                                                      Group I-1 Subordinate Percentage
August 25, 2013 - July 25, 2014                       Group I-1 Senior Percentage plus 20% of the
                                                      Group I-1 Subordinate Percentage
August 25, 2014 and thereafter                        Group I-1 Senior Percentage
</TABLE>

         In addition, no reduction of the Group I-1 Senior Prepayment Percentage
shall occur on any Distribution Date unless, as of the last day of the month
preceding such Distribution Date, (A) the aggregate Scheduled Principal Balance
of the Group I Mortgage Loans delinquent 60 days or more (including for this
purpose any such Group I Mortgage Loans in foreclosure and Group I 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


                                      -17-

<PAGE>



Amount of the Group I Subordinate Certificates does not exceed 50%; and (B)
cumulative Realized Losses on the Group I Mortgage Loans do not exceed (a) 30%
of the Original Group I Subordinate Principal Balance if such Distribution Date
occurs between and including August 2010 and July 2011, (b) 35% of the Original
Group I Subordinate Principal Balance if such Distribution Date occurs between
and including August 2011 and July 2012, (c) 40% of the Original Group I
Subordinate Principal Balance if such Distribution Date occurs between and
including August 2012 and July 2013, (d) 45% of the Original Group I Subordinate
Principal Balance if such Distribution Date occurs between and including August
2013 and July 2014, and (e) 50% of the Original Group I Subordinate Principal
Balance if such Distribution Date occurs during or after August 2014.

         In addition, if on any Distribution Date the current weighted average
of the Group I Subordinate Percentages is equal to or greater than two times the
initial weighted average of the Group I Subordinate Percentages, and (a) the
aggregate Scheduled Principal Balance of the Group I Mortgage Loans delinquent
60 days or more (including for this purpose any such Group I Mortgage Loans in
foreclosure and such Group I 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 Current Principal Amount of the Group I
Subordinate Certificates does not exceed 50% and (b)(i) on or prior to the
Distribution Date in July 2006 cumulative Realized Losses on the Group I
Mortgage Loans as of the end of the related Prepayment Period do not exceed 20%
of the Original Group I Subordinate Principal Balance and (ii) after the
Distribution Date in July 2006 cumulative Realized Losses on the Group I
Mortgage Loans as of the end of the related Prepayment Period do not exceed 30%
of the Original Group I Subordinate Principal Balance, then, the Group I-1
Senior Prepayment Percentage for such Distribution Date will equal the Group I-1
Senior Percentage; provided, however, if on such Distribution Date the current
weighted average of the Subordinate Percentages for the Group I Certificates is
equal to or greater than two times the initial weighted average of the
Subordinate Percentages for the Group I Certificates on or prior to the
Distribution Date occurring in July 2006 and the above delinquency and loss
tests are met, then the Group I-1 Senior Prepayment Percentage for such
Distribution Date will equal the Group I-1 Senior Percentage plus 50% of the
Group I-1 Subordinate Percentage.

         Notwithstanding the foregoing, if on any Distribution Date the Group
I-1 Senior Percentage exceeds the Group I-1 Senior Percentage as of the Cut-Off
Date, the Group I-1 Senior Prepayment Percentage for such Distribution Date will
equal 100%. On the Distribution Date on which the Current Principal Amounts of
the Group I-1 Senior Certificates are reduced to zero, the Group I-1 Senior
Prepayment Percentage shall be the minimum percentage sufficient to effect such
reduction and thereafter shall be zero.

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

         GROUP I-1 SUBORDINATE PREPAYMENT PERCENTAGE: With respect to the Group
I-1 Mortgage Loans, on any Distribution Date, 100% minus the Group I-1 Senior
Prepayment Percentage, except that on any Distribution Date after the Current
Principal Amounts of the Group I-1 Senior Certificates have each been reduced to
zero, if (a) the weighted average of the Group I Subordinate Percentages on such
Distribution Date equals or exceeds two times the initial weighted average of
the Group I Subordinate Percentages and (b) the aggregate Scheduled Principal
Balance of the Group


                                      -18-

<PAGE>



I Mortgage Loans delinquent 60 days or more (including for this purpose any such
Group I Mortgage Loans in foreclosure and Group I 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 Group I Subordinate Certificates does not exceed 100%,
the Group I-1 Subordinate Prepayment Percentage will equal 100%. If the test set
forth in the preceding sentence is not satisfied on any Distribution Date after
the Current Principal Amount of the Group I-1 Senior Certificates have each been
reduced to zero, then the Group I-1 Subordinate Prepayment Percentage will equal
zero for such Distribution Date.

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

         GROUP I-2 SENIOR CERTIFICATES: The Class I-A-2 Certificates and Class
I-X-2 Certificates.

         GROUP I-2 SENIOR PERCENTAGE: Initially, 97.00%. On any Distribution
Date, the lesser of (i) 100% and (ii) the percentage (carried to six places
rounded up) obtained by dividing the aggregate Current Principal Amount of the
Group I-2 Senior Certificates (other than the Interest Only Certificates)
immediately preceding such Distribution Date by the aggregate Scheduled
Principal Balance of the Group I-2 Mortgage Loans as of the beginning of the
related Due Period.

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


<TABLE>
<CAPTION>
Period (dates inclusive)                              Group I-2 Senior Prepayment Percentage
----------------------------------------------------- -------------------------------------------------------------
<S>                                                   <C>
August 25, 2003 - July 25, 2010                       100%
August 25, 2010 - July 25, 2011                       Group I-2 Senior Percentage plus 70% of the
                                                      Group I-2 Subordinate Percentage
August 25, 2011 - July 25, 2012                       Group I-2 Senior Percentage plus 60% of the
                                                      Group I-2 Subordinate Percentage
August 25, 2012 - July 25, 2013                       Group I-2 Senior Percentage plus 40% of the
                                                      Group I-2 Subordinate Percentage
August 25, 2013 - July 25, 2014                       Group I-2 Senior Percentage plus 20% of the
                                                      Group I-2 Subordinate Percentage
August 25, 2014 and thereafter                        Group I-2 Senior Percentage
</TABLE>

         In addition, no reduction of the Group I-2 Senior Prepayment Percentage
shall occur on any Distribution Date unless, as of the last day of the month
preceding such Distribution Date, (A) the aggregate Scheduled Principal Balance
of the Group I Mortgage Loans delinquent 60 days or more (including for this
purpose any such Group I Mortgage Loans in foreclosure and Group I 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 Group I Subordinate Certificates does
not exceed 50%; and (B) cumulative Realized Losses on the Group I Mortgage Loans
do not exceed (a) 30% of the Original Group I Subordinate Principal Balance if
such Distribution Date occurs between and including August 2010 and July 2011,
(b) 35% of the Original Group I Subordinate Principal Balance if such
Distribution Date


                                      -19-

<PAGE>



occurs between and including August 2011 and July 2012, (c) 40% of the Original
Group I Subordinate Principal Balance if such Distribution Date occurs between
and including August 2012 and July 2013, (d) 45% of the Original Group I
Subordinate Principal Balance if such Distribution Date occurs between and
including August 2013 and July 2014, and (e) 50% of the Original Group I
Subordinate Principal Balance if such Distribution Date occurs during or after
August 2014.

         In addition, if on any Distribution Date the current weighted average
of the Group I Subordinate Percentages is equal to or greater than two times the
initial weighted average of the Group I Subordinate Percentages, and (a) the
aggregate Scheduled Principal Balance of the Group I Mortgage Loans delinquent
60 days or more (including for this purpose any such Group I Mortgage Loans in
foreclosure and such Group I 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 Current Principal Amount of the Group I
Subordinate Certificates does not exceed 50% and (b)(i) on or prior to the
Distribution Date in July 2006 cumulative Realized Losses on the Group I
Mortgage Loans as of the end of the related Prepayment Period do not exceed 20%
of the Original Group I Subordinate Principal Balance and (ii) after the
Distribution Date in July 2006 cumulative Realized Losses on the Group I
Mortgage Loans as of the end of the related Prepayment Period do not exceed 30%
of the Original Group I Subordinate Principal Balance, then, the Group I-2
Senior Prepayment Percentage for such Distribution Date will equal the Group I-2
Senior Percentage; provided, however, if on such Distribution Date the current
weighted average of the Subordinate Percentages for the Group I Certificates is
equal to or greater than two times the initial weighted average of the
Subordinate Percentages for the Group I Certificates on or prior to the
Distribution Date occurring in July 2006 and the above delinquency and loss
tests are met, then the Group I-2 Senior Prepayment Percentage for such
Distribution Date will equal the Group I-2 Senior Percentage plus 50% of the
Group I-2 Subordinate Percentage.

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

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

         GROUP I-2 SUBORDINATE PREPAYMENT PERCENTAGE: With respect to the Group
I-2 Mortgage Loans, on any Distribution Date, 100% minus the Group I-2 Senior
Prepayment Percentage, except that on any Distribution Date after the Current
Principal Amounts of the Group I-2 Senior Certificates have each been reduced to
zero, if (a) the weighted average of the Group I Subordinate Percentages on such
Distribution Date equals or exceeds two times the initial weighted average of
the Group I Subordinate Percentages and (b) the aggregate Scheduled Principal
Balance of the Group I Mortgage Loans delinquent 60 days or more (including for
this purpose any such Group I Mortgage Loans in foreclosure and Group I 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 Group I Subordinate Certificates does
not


                                      -20-

<PAGE>



exceed 100%, the Group I-2 Subordinate Prepayment Percentage will equal 100%. If
the test set forth in the preceding sentence is not satisfied on any
Distribution Date after the Current Principal Amount of the Group I-2 Senior
Certificates have each been reduced to zero, then the Group I-2 Subordinate
Prepayment Percentage will equal zero for such Distribution Date.

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

         GROUP I-3 SENIOR CERTIFICATES: The Class I-A-3 Certificates and Class
I-X-3 Certificates.

         GROUP I-3 SENIOR PERCENTAGE: Initially, 97.00%. On any Distribution
Date, the lesser of (i) 100% and (ii) the percentage (carried to six places
rounded up) obtained by dividing the aggregate Current Principal Amount of the
Group I-3 Senior Certificates (other than the Interest Only Certificates)
immediately preceding such Distribution Date by the aggregate Scheduled
Principal Balance of the Group I-3 Mortgage Loans as of the beginning of the
related Due Period.

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


<TABLE>
<CAPTION>
Period (dates inclusive)                              Group I-3 Senior Prepayment Percentage
----------------------------------------------------- -------------------------------------------------------------
<S>                                                   <C>
August 25, 2003 - July 25, 2010                       100%
August 25, 2010 - July 25, 2011                       Group I-3 Senior Percentage plus 70% of the
                                                      Group I-3 Subordinate Percentage
August 25, 2011 - July 25, 2012                       Group I-3 Senior Percentage plus 60% of the
                                                      Group I-3 Subordinate Percentage
August 25, 2012 - July 25, 2013                       Group I-3 Senior Percentage plus 40% of the
                                                      Group I-3 Subordinate Percentage
August 25, 2013 - July 25, 2014                       Group I-3 Senior Percentage plus 20% of the
                                                      Group I-3 Subordinate Percentage
August 25, 2014 and thereafter                        Group I-3 Senior Percentage
</TABLE>

         In addition, no reduction of the Group I-3 Senior Prepayment Percentage
shall occur on any Distribution Date unless, as of the last day of the month
preceding such Distribution Date, (A) the aggregate Scheduled Principal Balance
of the Group I Mortgage Loans delinquent 60 days or more (including for this
purpose any such Group I Mortgage Loans in foreclosure and Group I 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 Group I Subordinate Certificates does
not exceed 50%; and (B) cumulative Realized Losses on the Group I Mortgage Loans
do not exceed (a) 30% of the Original Group I Subordinate Principal Balance if
such Distribution Date occurs between and including August 2010 and July 2011,
(b) 35% of the Original Group I Subordinate Principal Balance if such
Distribution Date occurs between and including August 2011 and July 2012, (c)
40% of the Original Group I Subordinate Principal Balance if such Distribution
Date occurs between and including August 2012 and July 2013, (d) 45% of the
Original Group I Subordinate Principal Balance if such Distribution


                                      -21-

<PAGE>



Date occurs between and including August 2013 and July 2014, and (e) 50% of the
Original Group I Subordinate Principal Balance if such Distribution Date occurs
during or after August 2014.

         In addition, if on any Distribution Date the current weighted average
of the Group I Subordinate Percentages is equal to or greater than two times the
initial weighted average of the Group I Subordinate Percentages, and (a) the
aggregate Scheduled Principal Balance of the Group I Mortgage Loans delinquent
60 days or more (including for this purpose any such Group I Mortgage Loans in
foreclosure and such Group I 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 Current Principal Amount of the Group I
Subordinate Certificates does not exceed 50% and (b)(i) on or prior to the
Distribution Date in July 2006 cumulative Realized Losses on the Group I
Mortgage Loans as of the end of the related Prepayment Period do not exceed 20%
of the Original Group I Subordinate Principal Balance and (ii) after the
Distribution Date in July 2006 cumulative Realized Losses on the Group I
Mortgage Loans as of the end of the related Prepayment Period do not exceed 30%
of the Original Group I Subordinate Principal Balance, then, the Group I-3
Senior Prepayment Percentage for such Distribution Date will equal the Group I-3
Senior Percentage; provided, however, if on such Distribution Date the current
weighted average of the Subordinate Percentages for the Group I Certificates is
equal to or greater than two times the initial weighted average of the
Subordinate Percentages for the Group I Certificates on or prior to the
Distribution Date occurring in July 2006 and the above delinquency and loss
tests are met, then the Group I-3 Senior Prepayment Percentage for such
Distribution Date will equal the Group I-3 Senior Percentage plus 50% of the
Group I-3 Subordinate Percentage.

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

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

         GROUP I-3 SUBORDINATE PREPAYMENT PERCENTAGE: With respect to the Group
I-3 Mortgage Loans, on any Distribution Date, 100% minus the Group I-3 Senior
Prepayment Percentage, except that on any Distribution Date after the Current
Principal Amounts of the Group I-3 Senior Certificates have each been reduced to
zero, if (a) the weighted average of the Group I Subordinate Percentages on such
Distribution Date equals or exceeds two times the initial weighted average of
the Group I Subordinate Percentages and (b) the aggregate Scheduled Principal
Balance of the Group I Mortgage Loans delinquent 60 days or more (including for
this purpose any such Group I Mortgage Loans in foreclosure and Group I 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 Group I Subordinate Certificates does
not exceed 100%, the Group I-3 Subordinate Prepayment Percentage will equal
100%. If the test set forth in the preceding sentence is not satisfied on any
Distribution Date after the Current Principal


                                      -22-

<PAGE>



Amount of the Group I-3 Senior Certificates have each been reduced to zero, then
the Group I-3 Subordinate Prepayment Percentage will equal zero for such
Distribution Date.

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

         GROUP II CUT-OFF DATE BALANCE: $286,298,934.60.

         GROUP II LOSS ALLOCATION LIMITATION: The meaning specified in Section
6.02(d) hereof.

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

         GROUP II NON-OFFERED SUBORDINATE CERTIFICATES: The Class II-B-4, Class
II-B-5 and Class II- B-6 Certificates.

         GROUP II OFFERED SUBORDINATE CERTIFICATES: The Class II-B-1, Class
II-B-2 and Class II-B-3 Certificates.

         GROUP II OPTIONAL TERMINATION DATE: The Distribution Date on which the
aggregate Scheduled Principal Balance of the Group II Mortgage Loans is less
than 10% of the Group II Cut- off Date Balance.

         GROUP II SENIOR CERTIFICATES: The Class II-A-1, Class R-II, Class R-III
and Class R-IV Certificates.

         GROUP II SENIOR OPTIMAL PRINCIPAL AMOUNT: With respect to each
Distribution Date, an amount equal to the sum, without duplication, of the
following (but in no event greater than the aggregate Current Principal Amounts
of the Group II Senior Certificates immediately prior to such Distribution
Date):

                  (i) the Group II Senior Percentage of the principal portion of
         all Scheduled Payments due on each Outstanding Mortgage Loan in Loan
         Group II 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 Group II Senior Prepayment Percentage of the
         Scheduled Principal Balance of each Group II Mortgage Loan which was
         the subject of a Principal Prepayment in full received by the Master
         Servicer during the related Prepayment Period;

                  (iii) the Group II Senior Prepayment Percentage of all
         Principal Prepayments in part received by the Master Servicer during
         the related Prepayment Period with respect to each Group II Mortgage
         Loan;


                                      -23-

<PAGE>




                  (iv) the lesser of (a) the Group II Senior Prepayment
         Percentage of the sum of (A) all Net Liquidation Proceeds allocable to
         principal received in respect of each Group II Mortgage Loan which
         became a Liquidated Mortgage Loan during the related Prepayment Period
         (other than Mortgage Loans described in the immediately following
         clause (B)) and (B) the Scheduled Principal Balance of each such Group
         II Mortgage Loan purchased by an insurer from the Trust during the
         related Prepayment Period pursuant to the related Primary Mortgage
         Insurance Policy, if any, or otherwise; and (b) the Group II Senior
         Percentage of the sum of (A) the Scheduled Principal Balance of each
         Group II Mortgage Loan which became a Liquidated Mortgage Loan during
         the related Prepayment Period (other than the Mortgage Loans described
         in the immediately following clause (B)) and (B) the Scheduled
         Principal Balance of each such Group II Mortgage Loan that was
         purchased by an insurer from the Trust during the related Prepayment
         Period pursuant to the related Primary Mortgage Insurance Policy, if
         any or otherwise;

                  (v) the Group II Senior Prepayment Percentage of the sum of
         (a) the Scheduled Principal Balance of each Group II Mortgage Loan
         which was repurchased by the Seller in connection with such
         Distribution Date and (b) the excess, if any, of the Scheduled
         Principal Balance of a Group II Mortgage Loan that has been replaced by
         the Seller with a substitute Mortgage Loan pursuant to the Mortgage
         Loan Purchase Agreement in connection with such Distribution Date over
         the Scheduled Principal Balance of such substitute Mortgage Loan; and

                  (vi) any Diverted Amount allocated to the Group II Senior
         Optimal Principal Amount for such Distribution Date;

         MINUS

                  (vii) any Diverted Amount from the Group II Senior Optimal
         Principal Amount for such Distribution Date.

         GROUP II SENIOR PERCENTAGE: Initially, 97.30%. 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 II Senior Certificates immediately preceding such Distribution Date by the
aggregate Scheduled Principal Balance of the Group II Mortgage Loans as of the
beginning of the related Due Period.

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


<TABLE>
<CAPTION>
Period (dates inclusive)                              Group II Senior Prepayment Percentage
----------------------------------------------------- -------------------------------------------------------------
<S>                                                   <C>
August 25, 2003 - July 25, 2010                       100%
August 25, 2010 - July 25, 2011                       Group II Senior Percentage plus 70% of the Group
                                                      II Subordinate Percentage



                                      -24-

<PAGE>




August 25, 2011 - July 25, 2012                       Group II Senior Percentage plus 60% of the Group
                                                      II Subordinate Percentage
August 25, 2012 - July 25, 2013                       Group II Senior Percentage plus 40% of the Group
                                                      II Subordinate Percentage
August 25, 2013 - July 25, 2014                       Group II Senior Percentage plus 20% of the Group
                                                      II Subordinate Percentage
August 25, 2014 and thereafter                        Group II Senior Percentage
</TABLE>

         In addition, no reduction of the Group II Senior Prepayment Percentage
shall occur on any Distribution Date unless, as of the last day of the month
preceding such Distribution Date, (A) the aggregate Scheduled Principal Balance
of the Group II Mortgage Loans delinquent 60 days or more (including for this
purpose any such Group II Mortgage Loans in foreclosure and Group II 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 Group II Subordinate Certificates does
not exceed 50%; and (B) cumulative Realized Losses on the Group II Mortgage
Loans do not exceed (a) 30% of the Original Group II Subordinate Principal
Balance if such Distribution Date occurs between and including August 2010 and
July 2011, (b) 35% of the Original Group II Subordinate Principal Balance if
such Distribution Date occurs between and including August 2011 and July 2012,
(c) 40% of the Original Group II Subordinate Principal Balance if such
Distribution Date occurs between and including August 2012 and July 2013, (d)
45% of the Original Group II Subordinate Principal Balance if such Distribution
Date occurs between and including August 2013 and July 2014, and (e) 50% of the
Original Group II Subordinate Principal Balance if such Distribution Date occurs
during or after August 2014.

         In addition, if on any Distribution Date the Group II Subordinate
Percentage is equal to or greater than two times the initial Group II
Subordinate Percentage, and (a) the aggregate Scheduled Principal Balance of the
Group II Mortgage Loans delinquent 60 days or more (including for this purpose
any such Group II Mortgage Loans in foreclosure and such Group II 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
Current Principal Amount of the Group II Subordinate Certificates does not
exceed 50% and (b)(i) on or prior to the Distribution Date in July 2006
cumulative Realized Losses on the Group II Mortgage Loans as of the end of the
related Prepayment Period do not exceed 20% of the Original Group II Subordinate
Principal Balance and (ii) after the Distribution Date in July 2006 cumulative
Realized Losses on the Group II Mortgage Loans as of the end of the related
Prepayment Period do not exceed 30% of the Original Group II Subordinate
Principal Balance, then, the Group II Senior Prepayment Percentage for such
Distribution Date will equal the Group II Senior Percentage; provided, however,
if on such Distribution Date the Group II Subordinate Percentage is equal to or
greater than two times the initial Group II Subordinate Percentage on or prior
to the Distribution Date occurring in July 2006 and the above delinquency and
loss tests are met, then the Group II Senior Prepayment Percentage for such
Distribution Date will equal the Group II Senior Percentage plus 50% of the
Group II Subordinate Percentage.

         Notwithstanding the foregoing, if on any Distribution Date the Group II
Senior Percentage exceeds the Group II Senior Percentage as of the Cut-Off Date,
the Group II Senior Prepayment


                                      -25-

<PAGE>



Percentage for such Distribution Date will equal 100%. On the Distribution Date
on which the Current Principal Amounts of the Group II Senior Certificates are
reduced to zero, the Group II Senior Prepayment Percentage shall be the minimum
percentage sufficient to effect such reduction and thereafter shall be zero.

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

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

                  (i) the Group II Subordinate Percentage of the principal
                  portion of all Scheduled Payments due on each Outstanding
                  Mortgage Loan in Loan Group II 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 Group II Subordinate Prepayment Percentage of the
                  Scheduled Principal Balance of each Group II Mortgage Loan
                  that was the subject of a Principal Prepayment in full
                  received by the Master Servicer during the related Prepayment
                  Period;

                  (iii) the Group II Subordinate Prepayment Percentage of each
                  Principal Prepayment in part received during the related
                  Prepayment Period with respect to each Group II Mortgage Loan;

                  (iv) the excess, if any, of (a) all Net Liquidation Proceeds
                  allocable to principal received during the related Prepayment
                  Period in respect of each Liquidated Mortgage Loan in Loan
                  Group II over (b) the sum of the amounts distributable to the
                  Group II Senior Certificates pursuant to clause (iv) of the
                  definition of Group II Senior Optimal Principal Amount on such
                  Distribution Date;

                  (v) the Group II Subordinate Prepayment Percentage of the sum
                  of (a) the Scheduled Principal Balance of each Group II
                  Mortgage Loan which was purchased with respect to such
                  Distribution Date and (b) the difference, if any, between the
                  Scheduled Principal Balance of a Group II Mortgage Loan that
                  has been replaced by the Seller with a Substitute Mortgage
                  Loan pursuant to the Mortgage Loan Purchase Agreement in
                  connection with such Distribution Date over the Scheduled
                  Principal Balance of such Substitute Mortgage Loan; and

                  (vi) on the Distribution Date on which the Current Principal
                  Amounts of the Group II Senior Certificates have all been
                  reduced to zero, 100% of the Group II Senior Optimal Principal
                  Amount. After the aggregate Current Principal Amount of


                                      -26-

<PAGE>



                  the Group II Subordinate Certificates has been reduced to
                  zero, the Group II Subordinate Optimal Principal Amount shall
                  be zero.

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

         GROUP II SUBORDINATE PREPAYMENT PERCENTAGE: With respect to the Group
II Mortgage Loans, on any Distribution Date, 100% minus the Group II Senior
Prepayment Percentage.

         HOLDER: The Person in whose name a Certificate is registered in the
Certificate Register, except that, subject to Subsections 11.02(b) and 11.05(e),
solely for the purpose of giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Depositor, the Master Servicer or the
Trustee or any Affiliate thereof shall be deemed not to be outstanding and the
Fractional Undivided Interest evidenced thereby shall not be taken into account
in determining whether the requisite percentage of Fractional Undivided
Interests necessary to effect any such consent has been obtained.

         INDEMNIFIED PERSONS: The Trustee, the Master Servicer, the Custodian
and the Securities Administrator and their officers, directors, agents and
employees and, with respect to the Trustee, 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 Depositor or the Master
Servicer and of any Affiliate of the Depositor or the Master Servicer, (b) does
not have any direct financial interest or any material indirect financial
interest in the Depositor or the Master Servicer or any Affiliate of the
Depositor or the Master Servicer and (c) is not connected with the Depositor 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.

         INITIAL CERTIFICATION: The certification substantially in the form of
Exhibit One to the Custodial Agreement.

         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.



                                      -27-

<PAGE>



         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, the calendar month preceding the month in which such
Distribution Date occurs.

         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 I-X-2 Certificates and Class
I-X-3 Certificates.

         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 or constitutes a Relief Act Mortgage Loan, an amount
determined as follows:

         (a) Partial principal prepayments received during the relevant
Prepayment Period: 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.

         INTERIM CERTIFICATION: The certification substantially in the form of
Exhibit Two to the Custodial Agreement.

         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.

         LENDER-PAID PMI RATE: With respect to each Mortgage Loan covered by a
lender-paid primary mortgage insurance policy, the amount payable to the related
insurer, as stated in the Mortgage Loan Schedule.


                                      -28-

<PAGE>



         LIQUIDATED MORTGAGE LOAN: Any defaulted Mortgage Loan as to which the
related Servicer or 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 or the related 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 or the related Servicers in connection with the liquidation of such
Mortgage Loan and the related Mortgage Property, such expenses including (a)
property protection expenses, (b) property sales expenses, (c) foreclosure and
sale costs, including court costs and reasonable attorneys' fees, and (d)
similar expenses reasonably paid or incurred in connection with liquidation.

         LIQUIDATION PROCEEDS: Cash received in connection with the liquidation
of a defaulted Mortgage Loan, whether through trustee's sale, foreclosure sale,
Insurance Proceeds, condemnation proceeds or otherwise, plus, with respect to a
defaulted Mortgage Loan that is an Additional Collateral Mortgage Loan, the
amount realized on the related Additional Collateral with respect to such
Mortgage Loan in accordance with the provisions of the Additional Collateral
Servicing Agreement. Liquidation Payments shall also include any Required Surety
Payment.

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

         LOAN GROUP I: Loan Group I-1, Loan Group I-2 and Loan Group I-3,
collectively.

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

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

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

         LOAN GROUP II: The group of Mortgage Loans designated as belonging to
Loan Group II 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 Group I Loss Allocation Limitation or
Group II Loss Allocation Limitation, as applicable.


                                      -29-

<PAGE>



         LOSS SEVERITY PERCENTAGE: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the amount of
Realized Losses incurred on a Mortgage Loan and the denominator of which is the
Scheduled Principal Balance of such Mortgage Loan immediately prior to the
liquidation of such Mortgage Loan.

         LOST NOTES: The original Mortgage Notes that have been lost, as
indicated on the Mortgage Loan Schedule.

         MASTER SERVICER: As of the Closing Date, Wells Fargo Bank Minnesota,
National Association and, thereafter, its respective successors in interest who
meet the qualifications of the Servicing Agreements and this Agreement.

         MASTER SERVICER CERTIFICATION: A written certification covering
servicing of the Mortgage Loans by all Servicers and signed by an officer of the
Master Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as
amended from time to time, and (ii) the February 21, 2003 Statement by the Staff
of the Division of Corporation Finance of the Securities and Exchange Commission
Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and
15d-14, as in effect from time to time; provided that if, after the Closing Date
(a) the Sarbanes-Oxley Act of 2002 is amended, (b) the Statement referred to in
clause (ii) is modified or superceded by any subsequent statement, rule or
regulation of the Securities and Exchange Commission or any statement of a
division thereof, or (c) any future releases, rules and regulations are
published by the Securities and Exchange Commission from time to time pursuant
to the Sarbanes-Oxley Act of 2002, which in any such case affects the form or
substance of the required certification and results in the required
certification being, in the reasonable judgment of the Master Servicer,
materially more onerous than the form of the required certification as of the
Closing Date, the Master Servicer Certification shall be as agreed to by the
Master Servicer and the Depositor following a negotiation in good faith to
determine how to comply with any such new requirements.

         MASTER SERVICER COLLECTION ACCOUNT: The trust account or accounts
created and maintained pursuant to Section 4.02, which shall be denominated
"JPMorgan Chase Bank, as Trustee f/b/o holders of Structured Asset Mortgage
Investments II Inc., Bear Stearns ARM Trust, Mortgage Pass- Through
Certificates, Series 2003-6 - Master Servicer Collection Account." The Master
Servicer Collection Account shall be an Eligible Account.

         MASTER SERVICING COMPENSATION: The meaning specified in Section 3.14.

         MATERIAL DEFECT: The meaning specified in Section 2.02(a).

         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.

         MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

         MERS(R) SYSTEM: The system of recording transfers of Mortgages
electronically maintained by MERS.


                                      -30-

<PAGE>



         MIN: The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R)System.

         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.

         MLCC: Merrill Lynch Credit Corporation and its successors in interest.

         MOM LOAN: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof, or as
nominee for any subsequent assignee of the originator pursuant to an assignment
of mortgage to MERS.

         MONTHLY ADVANCE: An advance of principal or interest required to be
made by the applicable Servicer pursuant to the related Servicing Agreement or
the Master Servicer pursuant to Section 6.05.

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

         MORTGAGE 100K LOAN: As defined in the Additional Collateral Servicing
Agreement.

         MORTGAGE 100K PLEDGE AGREEMENT: As defined in the Additional Collateral
Servicing Agreement.

         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 initially equal to the "Mortgage Interest Rate" set forth with respect
thereto on the Mortgage Loan Schedule.

         MORTGAGE IT: Mortgage IT, Inc. d/b/a MIT Lending or its successor in
interest.

         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 (which shall include, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto), 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


                                      -31-

<PAGE>



July 31, 2003, between EMC Mortgage Corporation, as seller, and Structured Asset
Mortgage Investments II Inc., as purchaser, and all amendments thereof and
supplements thereto, attached as Exhibit J.

         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 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, or, in the case of a Cooperative Loan, the related
Cooperative Lease and Cooperative Stock.

         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 related Servicer or the Master Servicer in accordance with the related
Servicing Agreement or this Agreement and (ii) unreimbursed advances by the
related Servicer or 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 (expressed as a
per annum rate).

         NON-OFFERED SUBORDINATE CERTIFICATES: The Class I-B-4, Class I-B-5,
Class I-B-6, Class II-B- 4, Class II-B-5 and Class II-B-6 Certificates.

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

         NOTIONAL AMOUNT: The Notional Amount of the Class I-X-2 Certificates,
as of any date of determination, is equal to the Current Principal Amount of the
Class I-A-2 Certificates. For federal income tax purposes, however, the notional
amount of the Class I-X-2 Certificates is the Uncertificated Principal Balance
of REMIC II Regular Interest I-A-2. The Notional Amount of the Class I-X-3
Certificates, as of any date of determination, is equal to the Current Principal
Amount of the Class I-A-3 Certificates. For federal income tax purposes,
however, the notional amount of


                                      -32-

<PAGE>



the Class I-X-3 Certificates is the Uncertificated Principal Balance of REMIC II
Regular Interest I-A- 3.

         OFFERED CERTIFICATES: The Class I-A-1, Class I-A-2, Class I-X-2, Class
I-A-3, Class I-X-3, Class II-A-1, Class R-I, Class R-II, Class R-III, R-IV,
Class I-B-l, Class I-B-2, Class I-B-3, Class II- B-l, Class II-B-2 and Class
II-B-3 Certificates.

         OFFERED SUBORDINATE CERTIFICATES: The Class I-B-l, Class I-B-2, Class
I-B-3, Class II-B-l, Class II-B-2 and Class II-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 Depositor, as applicable, and delivered to the Trustee, as required by this
Agreement.

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

         ORIGINAL SUBORDINATE PRINCIPAL BALANCE: The Original Group I
Subordinate Principal Balance or Original Group II Subordinate Principal
Balance.

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

         ORIGINAL GROUP II SUBORDINATE PRINCIPAL BALANCE: The sum of the
aggregate Current Principal Amounts of each Class of Group II 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 Depositor.

         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.

         PARENT POWER(R)AGREEMENT: As defined in the Additional Collateral
Servicing Agreement.



                                      -33-

<PAGE>



         PARENT POWER(R)MORTGAGE LOAN: As defined in the Additional Collateral
Servicing Agreement.

         PASS-THROUGH RATE: As to each Class of Certificates and the REMIC I
Regular Interests, REMIC II Regular Interests and REMIC III Regular Interests,
the rate of interest determined as provided with respect thereto, in Section
5.01(c). 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 or the Master Servicer or its
         Affiliates acting in its commercial banking capacity) and subject to
         supervision and examination by federal and/or state banking
         authorities, provided that the commercial paper and/or the short- term
         debt rating and/or the long-term unsecured debt obligations of such
         depository institution or trust company at the time of such investment
         or contractual commitment providing for such investment have the
         Applicable Credit Rating or better from each Rating Agency and (b) any
         other demand or time deposit or certificate of deposit that is fully
         insured by the Federal Deposit Insurance Corporation;

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

                  (iv) securities bearing interest or sold at a discount issued
         by any corporation (including the Trustee or the Master Servicer or its
         Affiliates) 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


                                      -34-

<PAGE>



         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 Master Servicer or any affiliate
         of the Trustee or Master Servicer acts as a manager or an advisor;
         provided, however, that no instrument or security shall be a Permitted
         Investment if such instrument or security evidences a right to receive
         only interest payments with respect to the obligations underlying such
         instrument or if such security provides for payment of both principal
         and interest with a yield to maturity in excess of 120% of the yield to
         maturity at par or if such instrument or security is purchased at a
         price greater than par.

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

         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.

         PRIMARY MORTGAGE INSURANCE POLICY: Any primary mortgage guaranty
insurance policy issued in connection with a Mortgage Loan which provides
compensation to a Mortgage Note holder in the event of default by the obligor
under such Mortgage Note or the related Security Instrument, if any or any
replacement policy therefor through the related Interest Accrual Period for such
Class relating to a Distribution Date.



                                      -35-

<PAGE>



         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 Repurchase Proceeds, but excluding the principal portion of Net Liquidation
Proceeds.

         PRIVATE CERTIFICATES: The Class I-B-4, Class I-B-5, Class I-B-6, Class
II-B-4, Class II-B-5 or Class II-B-6 Certificate.

         PROTECTED ACCOUNT: An account established and maintained for the
benefit of Certificateholders by each Servicer with respect to the related
Mortgage Loans and with respect to REO Property pursuant to the respective
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.

         RATING AGENCIES: Moody's and S&P.

         REALIZED LOSS: Any (i) Bankruptcy Loss 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 and the related Mortgage
Property.

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

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

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

         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.



                                      -36-

<PAGE>



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

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

         REMIC I REGULAR INTERESTS: The REMIC I Regular Interests, with such
terms as described in Section 5.01(c).

         REMIC I SUBORDINATED BALANCE RATIO: The ratio among the Uncertificated
Principal Balances of each of the REMIC I Regular Interests ending with the
designation "A," equal to the ratio among, with respect to each such REMIC I
Regular Interest, the excess of (x) the aggregate Scheduled Principal Balance of
the Mortgage Loans in the related Loan Group over (y) the Current Principal
Amount of the Senior Certificates in the related Group.

         REMIC II: That group of assets contained in the Trust Fund designated
as a REMIC consisting of (i) the Group II Mortgage Loans, (ii) the portion of
the Master Servicer Collection Account relating to the Group II Mortgage Loans,
(iii) any REO Property relating to the Group II Mortgage Loans, (iv) the rights
with respect to any related Servicing Agreement, (v) the rights with respect to
any related Assignment Agreement and (vi) any proceeds of the foregoing.

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

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

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

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

         REMIC III REGULAR INTERESTS: As defined in Section 5.01(c).

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

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

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

         REMIC OPINION: An Opinion of Independent Counsel, to the effect that
the proposed action described therein would not, under the REMIC Provisions, (i)
cause any REMIC 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.


                                      -37-

<PAGE>



         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 Seller pursuant
to the Mortgage Loan Purchase Agreement or Article II of this Agreement, an
amount equal to the sum of (i)(a) 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 (b) 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, plus (c) any unreimbursed
Monthly Advances and servicing advances payable to the Servicer of the Mortgage
Loan or to the Master Servicer and (ii) any costs and damages (if any) incurred
by the Trust in connection with any violation of such Mortgage Loan of any
predatory or abusive lending laws.

         REPURCHASE PROCEEDS: the Repurchase Price in connection with any
repurchase of a Mortgage Loan by the Seller and any cash deposit in connection
with the substitution of a Mortgage Loan.

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

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

         REQUIRED SURETY PAYMENT: With respect to any defaulted Additional
Collateral Mortgage Loan for which a claim is payable under the Surety Bond,
under the procedures referred to in the Additional Collateral Servicing
Agreement, the lesser of (i) the principal portion of the Realized Loss with
respect to such Mortgage Loan and (ii) the excess, if any, of (a) the amount of
Additional Collateral required at origination with respect to such Mortgage Loan
(but not more than 30% of the original principal balance of such Mortgage Loan)
over (b) the net proceeds realized by the Additional Collateral Servicer from
the related Additional Collateral.

         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.



                                      -38-

<PAGE>



         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 & 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 ACCOUNT: As defined in the Additional Collateral Servicing
Agreement.

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

         SECURITIES ADMINISTRATOR: Wells Fargo Bank Minnesota, National
Association, or its successor in interest, or any successor securities
administrator appointed as herein provided.

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


                                      -39-

<PAGE>



"INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY
THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND
(B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR
ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED [in
the case of a Residual Certificate or a Private Certificate] UNLESS THE OPINION
OF COUNSEL REQUIRED BY SECTION 5.07 OF THE POOLING AND SERVICING AGREEMENT IS
PROVIDED [in the case of the Class I-B-4, Class I-B-5, Class I-B-6, Class
II-B-4, Class II-B-5 and Class II-B-6 Certificates]:, UNLESS THE TRANSFEREE
CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE
AND THE SERVICING, MANAGEMENT AND 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 DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE MASTER
SERVICER, ANY 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 AGREEMENT: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.

         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: EMC Mortgage Corporation, as mortgage loan seller under the
Mortgage Loan Purchase Agreement.

         SENIOR CERTIFICATES: The Class I-A-1, Class I-A-2, Class I-X-2, Class
I-A-3, Class I-X-3, Class II-A-1, Class R-II, Class R-III and Class R-IV
Certificates.



                                      -40-

<PAGE>



         SENIOR OPTIMAL PRINCIPAL AMOUNT: The Group I-1 Senior Optimal Principal
Amount, Group I-2 Senior Optimal Principal Amount, Group I-3 Senior Optimal
Principal Amount or Group II Senior Optimal Principal Amount, as applicable.

         SENIOR PERCENTAGE: The Group I-1 Senior Percentage, Group I-2 Senior
Percentage, Group I-3 Senior Percentage or Group II Senior Percentage, as
applicable.

         SENIOR PREPAYMENT PERCENTAGE: The Group I-1 Senior Prepayment
Percentage, Group I-2 Senior Prepayment Percentage, Group I-3 Senior Prepayment
Percentage or Group II Senior Prepayment Percentage, as applicable.

         SERVICER: With respect to each Mortgage Loan, ABN AMRO, Alliance,
Cendant, Chevy Chase, Countrywide, GMAC or WFHM.

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

         SERVICING AGREEMENTS: The ABN AMRO Servicing Agreement, Alliance
Servicing Agreement, Cendant Servicing Agreements, Chevy Chase Servicing
Agreement, Countrywide Servicing Agreement, GMAC Servicing Agreement and WFHM
Servicing Agreement.

         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 applicable
Servicing Fee Rate.

         SERVICING FEE RATE: As to any Mortgage Loan, a per annum rate as set
forth in the Mortgage Loan Schedule.

         SPECIAL HAZARD LOSS: A Realized Loss attributable to damage or a direct
physical loss suffered by a Mortgaged Property (including any Realized Loss due
to the presence or suspected presence of hazardous wastes or substances on a
Mortgaged Property) other than any such damage or loss covered by a hazard
policy or a flood insurance policy required to be maintained in respect of such
Mortgaged Property under this Agreement or any loss due to normal wear and tear
or certain other causes, as reported by the applicable Servicer to the Master
Servicer.

         STARTUP DAY: July 31, 2003.

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

         SUBORDINATE CERTIFICATE WRITEDOWN AMOUNT: With respect to (i) the Group
I Subordinate Certificates, and as to any Distribution Date, the amount by which
(x) the sum of the Current Principal Amounts of the Group I Certificates (after
giving effect to the distribution of principal and the allocation of applicable
Realized Losses in reduction of the Current Principal Amounts of the Group I
Certificates on such Distribution Date) exceeds (y) the aggregate Scheduled
Principal


                                      -41-

<PAGE>



Balances of the Group I Mortgage Loans on the Due Date related to such
Distribution Date and (ii) the Group II Subordinate Certificates, and as to any
Distribution Date, the amount by which (x) the sum of the Current Principal
Amounts of the Group II Certificates (after giving effect to the distribution of
principal and the allocation of applicable Realized Losses in reduction of the
Current Principal Amounts of the Group II Certificates on such Distribution
Date) exceeds (y) the aggregate Scheduled Principal Balances of the Group II
Mortgage Loans on the Due Date related to such Distribution Date.

         SUBORDINATE OPTIMAL PRINCIPAL AMOUNT: The Group I Subordinate Optimal
Principal Amount or the Group II Subordinate Optimal Principal Amount, as
applicable.

         SUBORDINATE PERCENTAGE: The Group I-1 Subordinate Percentage, Group I-2
Subordinate Percentage, Group I-3 Subordinate Percentage or Group II Subordinate
Percentage, with respect to the Group I-1 Mortgage Loans, Group I-2 Mortgage
Loans, Group I-3 Mortgage Loans and Group II Mortgage Loans, respectively.

         SUBORDINATE PREPAYMENT PERCENTAGE: The Group I-1 Subordinate Prepayment
Percentage, Group I-2 Subordinate Prepayment Percentage, Group I-3 Subordinate
Prepayment Percentage or Group II Subordinate Prepayment Percentage with respect
to the Group I-1 Mortgage Loans, Group I-2 Mortgage Loans, Group I-3 Mortgage
Loans and Group II Mortgage Loans, 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.

         SURETY BOND: The limited purpose Surety Bond (Policy No. AB0039BE),
dated February 28, 1996 in respect to certain Additional Collateral Mortgage
Loans, issued by Ambac Assurance Corporation (f/k/a Ambac Indemnity Corporation)
for the benefit of certain beneficiaries, including the Trustee for the benefit
of the Certificateholders, but only to the extent that such Surety Bond covers
any Additional Collateral Mortgage Loans.

         SURETY BOND ISSUER: Ambac Assurance Corporation (f/k/a Ambac Indemnity
Corporation) or any successor thereto.



                                      -42-

<PAGE>



         TAX ADMINISTRATION AND TAX MATTERS PERSON: The Securities Administrator
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.

         TERMINATION PURCHASE PRICE: The price, calculated as set forth in
Section 10.01, to be paid in connection with the repurchase of the Mortgage
Loans pursuant to Section 10.01.

         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: JPMorgan Chase Bank, or its successor in interest, or any
successor trustee appointed as herein provided.

         UNCERTIFICATED PRINCIPAL BALANCE: With respect to any REMIC I Regular
Interest, REMIC II Regular Interest or REMIC III Regular Interest as of any
Distribution Date, the initial principal amount of such Regular Interest,
reduced by (i) all amounts distributed on previous Distribution Dates on such
Regular Interest with respect to principal, (ii) the principal portion of all
Realized Losses allocated prior to such Distribution Date to such Regular
Interest, taking account of the Loss Allocation Limitation and (iii) in the case
of a REMIC III Regular Interest for which the Corresponding Class is a
Subordinate Certificate, such Regular Interest's pro rata share, if any, of the
applicable Subordinate Certificate Writedown Amount allocated to such
Corresponding Class for previous Distribution Dates.

         UNDERLYING SELLER: With respect to each Mortgage Loan, ABN AMRO,
Countrywide, Cendant, GMAC, Chevy Chase, Mortgage IT or WFHM, as indicated on
the Mortgage Loan Schedule.

         UNINSURED CAUSE: Any cause of damage to a Mortgaged Property or related
REO Property such that the complete restoration of such Mortgaged Property or
related REO Property is not fully reimbursable by the hazard insurance policies
required to be maintained pursuant the related Servicing Agreement, 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 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


                                      -43-

<PAGE>



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.

         WFHM: Wells Fargo Home Mortgage, Inc., or its successor in interest.

         WFHM SERVICING AGREEMENT: The Master Seller's Warranties and Servicing
Agreement, dated as of April 1, 2003, between the Seller and WFHM, which is
attached hereto as Exhibit H-7, as modified by the related Assignment Agreement.


                                      -44-

<PAGE>



                                   ARTICLE II
                          Conveyance of Mortgage Loans;
                        Original Issuance of Certificates

         Section 2.01 CONVEYANCE OF MORTGAGE LOANS TO TRUSTEE. (a) The Depositor
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
Master Servicer Collection Account, (iii) such assets relating to the Mortgage
Loans as from time to time may be held by the Servicers in Protected Accounts,
the Master Servicer in the Master Servicer Collection Account and the Trustee in
the Distribution Account, (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
rights with respect to the Servicing Agreements as assigned to the Trustee on
behalf of the Certificateholders by the Assignment Agreements, (viii) the
Additional Collateral and the Seller's rights in respect of the Surety Bond
relating to the Additional Collateral Mortgage Loans, (ix) the Class R-I Deposit
and (x) any proceeds of the foregoing. Although it is the intent of the parties
to this Agreement that the conveyance of the Depositor'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 Depositor shall be deemed to have granted
to the Trustee a first priority perfected security interest in all of the
Depositor'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 Depositor
hereby delivers to the Custodian, as agent for the Trustee, with respect to (I)
each Mortgage Loan (other than a Cooperative Loan):

                  (i) the original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or lost note
affidavit together with a copy of the related Mortgage Note,

                  (ii) the original Mortgage and, if the related Mortgage Loan
is a MOM Loan, noting the presence of the MIN and language indicating that such
Mortgage Loan is a MOM Loan, which shall have been recorded (or if the original
is not available, a copy), with evidence of such recording indicated thereon (or
if clause (w) in the proviso below applies, shall be in recordable form),

                  (iii) unless the Mortgage Loan is a MOM Loan, 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 "JPMorgan
Chase Bank, as Trustee", with evidence of recording with respect to each
Mortgage Loan in the name of the Trustee thereon (or if clause (w) in the
proviso below applies or for Mortgage Loans with respect to which the related
Mortgaged Property


                                      -45-

<PAGE>



is located in a state other than Maryland or an Opinion of Counsel has been
provided as set forth in this Section 2.01(b), shall be in recordable form),

                  (iv) all intervening assignments of the Security Instrument,
if applicable and only to the extent available to the Depositor 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,

                  (vii) originals of all modification agreements, if applicable
and available; and

                  (viii) with respect to each Additional Collateral Mortgage
Loan (as indicated in the Mortgage Loan Schedule) (1) a copy of the related
Mortgage 100K Pledge Agreement or Parent Power(R) Agreement, as the case may be,
(2) a copy of the UCC-1, to the extent MLCC was required to deliver such UCC-1
to Cendant, and an original form UCC-3, if applicable, to the extent MLCC was
required to deliver such UCC-3 to Cendant, together with a copy of the
applicable notice of assignment to and acknowledgment by Merrill Lynch, Pierce,
Fenner & Smith Incorporated and (3) in connection with a Parent Power(R)
Mortgage Loan supported by a Parent Power(R) Guaranty Agreement for real estate,
a copy of the related Equity Access(R) Mortgage.

and (II) with respect to each Cooperative Loan so assigned:

                  (i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or lost note
affidavit, together with a copy of the related Mortgage Note;

                  (ii) A counterpart of the Cooperative Lease and the Assignment
of Proprietary Lease to the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from such originator to the
Trustee;

                  (iii) The related Cooperative Stock Certificate, representing
the related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument) executed in
blank;

                  (iv) The original recognition agreement by the Cooperative of
the interests of the mortgagee with respect to the related Cooperative Loan and
any transfer documents related to the recognition agreement;

                  (v) The Security Agreement;

                  (vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan as
secured party, each with evidence


                                      -46-

<PAGE>



of recording thereof, evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease;

                  (vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of title from
the originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and the
Assignment of Proprietary Lease;

                  (viii) An executed assignment of the interest of the
originator in the Security Agreement and Assignment of Proprietary Lease,
showing an unbroken chain of title from the originator to the Trustee; and

                  (ix) The original of each modification, assumption agreement
or preferred loan agreement, if any, relating to such Cooperative Loan;

PROVIDED, HOWEVER, that in lieu of the foregoing, the Depositor may deliver to
the Custodian, as agent of the Trustee, the following documents, under the
circumstances set forth below: (w) in lieu of the original Security Instrument,
assignments to the Trustee or intervening assignments thereof which have been
delivered, are being delivered or will, upon receipt of recording information
relating to the Security Instrument required to be included thereon, be
delivered to recording offices for recording and have not been returned to the
Depositor in time to permit their delivery as specified above, the Depositor may
deliver a true copy thereof with a certification by the Depositor, 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"; (x) 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 Depositor to such effect) the
Depositor 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; (y) in lieu of the Mortgage
Notes relating to the Mortgage Loans identified on Exhibit 5 to the Mortgage
Loan Purchase Agreement, the Depositor may deliver lost note affidavits from the
Seller; and (z) the Depositor shall not be required to deliver intervening
assignments or Mortgage Note endorsements between the related Underlying Seller
and the Seller, between the Seller and the Depositor, and between the Depositor
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 Depositor, in lieu of delivering the above documents, may
deliver to the Trustee or the Custodian, as its agent, a certification to such
effect and shall deposit all amounts paid in respect of such Mortgage Loans in
the Master Servicer Collection Account on the Closing Date. The Depositor shall
deliver such original documents (including any original documents as to which
certified copies had previously been delivered) to the Trustee or the Custodian,
as its agent, promptly after they are received. The Depositor shall cause the
Seller, at its expense, to cause each assignment of the Security Instrument to
the Trustee to be recorded not later than 180 days after the Closing Date,
unless (a) such recordation is not required by the Rating Agencies or an Opinion
of Counsel addressed to the Trustee has been provided to the Trustee (with a
copy to the Custodian) which states that recordation of such Security Instrument
is not required to protect the interests of the Certificateholders in the
related Mortgage Loans or (b) MERS is identified on the Mortgage or on a
properly recorded assignment of the Mortgage as the mortgagee of record solely
as nominee for


                                      -47-

<PAGE>



the Seller and its successor and assigns; provided, however, notwithstanding the
foregoing, each assignment shall be submitted for recording by the Seller in the
manner described above, at no expense to the Trust or the Trustee or the
Custodian, as its agent, 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 and (iv) the occurrence of a servicing transfer as
described in Section 8.02 hereof. 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.

         (c) Each of the Seller (to the extent such rights have not previously
been conveyed to the Depositor pursuant to the Mortgage Loan Purchase Agreement)
and the Depositor hereby assign to the Trustee (i) its security interest in and
to any Additional Collateral, its right to receive amounts due or to become due
in respect of any Additional Collateral and all of its rights in each Additional
Collateral Agreement and (ii) its rights as beneficiary under the Surety Bond,
in respect of any Additional Collateral Mortgage Loans.

         Section 2.02 ACCEPTANCE OF MORTGAGE LOANS BY TRUSTEE. (a) The Trustee
acknowledges the sale, transfer and assignment of the Trust Fund to it by the
Depositor 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 the Custodian, as its
agent, 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. On the
Closing Date, the Custodian, with respect to the Mortgage Loans, shall
acknowledge with respect to each Mortgage Loan by delivery to the Depositor and
the Trustee of an Initial Certification receipt of the Mortgage File, but
without review of such Mortgage File, except to the extent necessary to confirm
that such Mortgage File contains the related Mortgage Note or lost note
affidavit. No later than 90 days after the Closing Date (or, with respect to any
Substitute Mortgage Loan, within five Business Days after the receipt by the
Trustee or Custodian thereof), the Trustee agrees, for the benefit of the
Certificateholders, to review or cause to be reviewed by the Custodian on its
behalf (under the Custodial Agreement), each Mortgage File delivered to it and
to execute and deliver, or cause to be executed and delivered, to the Depositor
and the Trustee an Interim Certification. In conducting such review, the Trustee
or Custodian will ascertain whether all required documents have been executed
and received, and based on the Mortgage Loan Schedule, 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
the Mortgage Loan Schedule. In performing any such review, the Trustee or the
Custodian, as its agent, 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 or the Custodian, as its agent, finds any
document constituting part of the Mortgage File has not been executed or
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 (a "Material Defect"), the Trustee
or the Custodian, as its agent, shall promptly notify the Seller. In accordance
with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any
such defect within ninety (90) days from the date of notice from the Trustee or
the Custodian, as its agent, of the defect


                                      -48-

<PAGE>



and if the Seller 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 or the Custodian,
as its agent, shall enforce the Seller's obligation pursuant to the Mortgage
Loan Purchase Agreement, within 90 days from the Trustee's or the Custodian'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 the
Seller 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, the Seller
shall not be required to purchase such Mortgage Loan if the Seller 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 the Seller 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 the Seller 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 or the Custodian, as its agent, shall be effected by the Seller
within thirty days of its receipt of the original recorded document.

         (b) No later than 180 days after the Closing Date, the Trustee or the
Custodian, as its agent, 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 Depositor and the Trustee a Final Certification.
In conducting such review, the Trustee or the Custodian, as its agent, 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 or
the Custodian, as its agent, finds a Material Defect, the Trustee or the
Custodian, as its agent, shall promptly notify the Seller (provided, however,
that with respect to those documents described in subsections (b)(I)(iv), (v),
(vii) and (viii)(2) and (3) of Section 2.01 and subsection (b)(II)(ix) of
Section 2.01, the Trustee's and Custodian's obligations shall extend only to the
documents actually delivered to the Custodian pursuant to such subsections). In
accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct
or cure any such defect within 90 days from the date of notice from the Trustee
or the Custodian, as its agent, of the Material Defect and if the Seller 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 the Seller's obligation under the
Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (if
within two years of the Closing Date) or 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, repurchase or substitution must occur within 90 days from
the date such breach was discovered, provided, however, that if such defect
relates solely to the inability of the Seller 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, the Seller shall not be required to purchase such
Mortgage Loan, if the Seller 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 the
Seller cannot


                                      -49-

<PAGE>



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 the Seller 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 or the Custodian, as its
agent, shall be effected by the Seller within thirty days of its receipt of the
original recorded document.

         (c) In the event that a Mortgage Loan is purchased by the Seller in
accordance with Subsections 2.02(a) or (b) above, the Seller shall remit to the
Master Servicer the Repurchase Price for deposit in the Master Servicer
Collection Account and the Seller shall provide to the Securities Administrator
and the Trustee written notification detailing the components of the Repurchase
Price. Upon deposit of the Repurchase Price in the Master Servicer Collection
Account, the Depositor shall notify the Trustee and the Custodian, as agent of
the Trustee (upon receipt of a Request for Release in the form of Exhibit D
attached hereto with respect to such Mortgage Loan), shall release to the Seller
the related Mortgage File and the Trustee shall execute and deliver all
instruments of transfer or assignment, without recourse, representation or
warranty, furnished to it by the Seller, as are necessary to vest in the Seller
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 the Depositor in a form agreed to
between the Depositor and the Trustee, to reflect such repurchase and shall
promptly notify the Rating Agencies and the Master Servicer of such amendment.
The obligation of the Seller 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 Depositor 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 the Depositor's rights and
obligations pursuant to the Servicing Agreements (noting that the Seller has
retained the right in the event of breach of the representations, warranties and
covenants, if any, with respect to the related Mortgage Loans of the related
Servicer under the related Servicing Agreement to enforce the provisions thereof
and to seek all or any available remedies). The obligations of the Seller 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 Depositor 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 Depositor, the Securities Administrator or the Trustee
discovers a breach of any of the representations and warranties set forth in the
Mortgage Loan Purchase Agreement, 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. The Seller, within 90 days of its discovery
or receipt of notice that such breach has occurred (whichever occurs earlier),
shall cure the breach in all material respects or, subject to 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;


                                      -50-

<PAGE>



provided, however, that if there is a breach of any representation set forth in
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 the Seller 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 the Seller to the extent not required by law
to be paid to the borrower.) Any such purchase by the Seller shall be made by
providing an amount equal to the Repurchase Price to the Master Servicer for
deposit in the Master Servicer Collection Account and written notification
detailing the components of such Repurchase Price. The Depositor shall notify
the Trustee and submit to the Custodian, as agent for the Trustee, a Request for
Release, and the Custodian shall release, or the Trustee shall cause the
Custodian to release, to the Seller the related Mortgage File and the Trustee
shall execute and deliver all instruments of transfer or assignment furnished to
it by the Seller, without recourse, representation or warranty as are necessary
to vest in the Seller 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 Master Servicer shall amend the Mortgage Loan
Schedule to reflect such repurchase and shall promptly notify the Trustee and
the Rating Agencies of such amendment. Enforcement of the obligation of the
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 Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 of
this Agreement, the Seller may, no later than the date by which such purchase by
the Seller would otherwise be required, tender to the Trustee a Substitute
Mortgage Loan accompanied by a certificate of an authorized officer of the
Seller that such Substitute Mortgage Loan conforms to the requirements set forth
in the definition of "Substitute Mortgage Loan" in the Mortgage Loan Purchase
Agreement or this Agreement, as applicable; provided, however, that substitution
pursuant to 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; provided,
further, that if the breach 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 substitution must occur within 90 days from the date the breach was
discovered. The Custodian, as agent for the Trustee, shall examine the Mortgage
File for any Substitute Mortgage Loan in the manner set forth in Section 2.02(a)
and the Trustee or the Custodian, as its agent, shall notify the Seller, in
writing, within five Business Days after receipt, whether or not the documents
relating to the Substitute Mortgage Loan satisfy the requirements of the fourth
sentence of Subsection 2.02(a). Within two Business Days after such
notification, the Seller 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 the 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 the Seller of the Repurchase Price for the purchase


                                      -51-

<PAGE>



of a Mortgage Loan by the Seller. After such notification to the 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 the Seller. The Scheduled Principal on a
Substitute Mortgage Loan due on the Due Date in the month of substitution shall
be the property of the Seller 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 (and delivery to
the Custodian of a Request for Release for such Mortgage Loan), the Custodian,
as agent for the Trustee, shall release to the Seller the related Mortgage File
related to any Mortgage Loan released pursuant to 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,
representation or warranty in form as provided to it as are necessary to vest in
the Seller title to and rights under any Mortgage Loan released pursuant to the
Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable. The Seller shall deliver to the Custodian the documents related to
the Substitute Mortgage Loan in accordance with the provisions of the Mortgage
Loan Purchase 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 Mortgage Loan
Purchase Agreement shall be deemed to have been made by the Seller with respect
to each Substitute Mortgage Loan as of the date of acceptance of such Mortgage
Loan by the Trustee. The Master Servicer shall amend the Mortgage Loan Schedule
to reflect such substitution and shall provide a copy of such amended Mortgage
Loan Schedule to the Trustee and the Rating Agencies.

         Section 2.05      ISSUANCE OF CERTIFICATES.

         (a) 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 Depositor, in exchange therefor,
Certificates in such authorized denominations representing such Fractional
Undivided Interests as the Depositor has requested. The Trustee agrees that it
will hold the Mortgage Loans and such other assets as may from time to time be
delivered to it segregated on the books of the Trustee in trust for the benefit
of the Certificateholders.

         (b) The Depositor, 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 Depositor in
and to the REMIC I Regular Interests, and the other assets of REMIC III for the
benefit of the holders of the REMIC III Certificates. The Trustee acknowledges
receipt of the REMIC I Regular Interests (which are uncertificated) and the
other assets of REMIC III and declares that it holds and will hold the same in
trust for the exclusive use and benefit of the holders of the REMIC III
Certificates.

         (c) The Depositor, 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,


                                      -52-

<PAGE>



title and interest of the Depositor in and to the REMIC II Regular Interests,
and the other assets of REMIC III for the benefit of the holders of the REMIC
III Certificates. The Trustee acknowledges receipt of the REMIC II Regular
Interests (which are uncertificated) and the other assets of REMIC III and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of the holders of the REMIC III Certificates.

         (d) The Depositor, 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 Depositor in
and to the REMIC III Regular Interests, and the other assets of REMIC IV for the
benefit of the holders of the REMIC IV Certificates. The Trustee acknowledges
receipt of the REMIC III Regular Interests (which are uncertificated) and the
other assets of REMIC IV and declares that it holds and will hold the same in
trust for the exclusive use and benefit of the holders of the REMIC IV
Certificates.

         Section 2.06 REPRESENTATIONS AND WARRANTIES CONCERNING THE DEPOSITOR.
The Depositor hereby represents and warrants to the Trustee, the Master Servicer
and the Securities Administrator as follows:

                  (i) the Depositor (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 Depositor's business as
         presently conducted or on the Depositor's ability to enter into this
         Agreement and to consummate the transactions contemplated hereby;

                  (ii) the Depositor 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 Depositor of this
         Agreement have been duly authorized by all necessary corporate action
         on the part of the Depositor; 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 Depositor or its properties or the
         articles of incorporation or by-laws of the Depositor, except those
         conflicts, breaches or defaults which would not reasonably be expected
         to have a material adverse effect on the Depositor's ability to enter
         into this Agreement and to consummate the transactions contemplated
         hereby;

                  (iv) the execution, delivery and performance by the Depositor
         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;


                                      -53-

<PAGE>




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

                  (vi) there are no actions, suits or proceedings pending or, to
         the knowledge of the Depositor, threatened against the Depositor,
         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 Depositor will be determined adversely to
         the Depositor and will if determined adversely to the Depositor
         materially and adversely affect the Depositor's ability to enter into
         this Agreement or perform its obligations under this Agreement; and the
         Depositor 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 Depositor 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.



                                      -54-

<PAGE>



                                   ARTICLE III
                 Administration and Servicing of Mortgage Loans

         Section 3.01 MASTER SERVICER. The Master Servicer shall supervise,
monitor and oversee the obligation of the Servicers to service and administer
their respective Mortgage Loans in accordance with the terms of the applicable
Servicing Agreements and shall have full power and authority to do any and all
things which it may deem necessary or desirable in connection with such master
servicing and administration. In performing its obligations hereunder, the
Master Servicer shall act in a manner consistent with Accepted Master Servicing
Practices. Furthermore, the Master Servicer shall oversee and consult with each
Servicer as necessary from time-to-time to carry out the Master Servicer's
obligations hereunder, shall receive, review and evaluate all reports,
information and other data provided to the Master Servicer by each Servicer and
shall cause each Servicer to perform and observe the covenants, obligations and
conditions to be performed or observed by such Servicer under its applicable
Servicing Agreement. The Master Servicer shall independently and separately
monitor each Servicer's servicing activities with respect to each related
Mortgage Loan, reconcile the results of such monitoring with such information
provided in the previous sentence on a monthly basis and coordinate corrective
adjustments to the Servicers' and Master Servicer's records, and based on such
reconciled and corrected information, the Master Servicer shall provide such
information to the Securities Administrator as shall be necessary in order for
it to prepare the statements specified in Section 6.04, and prepare any other
information and statements required to be forwarded by the Master Servicer
hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan
monitoring with the actual remittances of the Servicers to the Protected Account
pursuant to the applicable Servicing Agreements.

         Notwithstanding anything in this Agreement to the contrary, with
respect to any Mortgage Loan secured by any Additional Collateral, the Master
Servicer shall have no duty or obligation to supervise, monitor or oversee the
activities of Cendant (or any successor thereto) under any Cendant Servicing
Agreements with respect to any Additional Collateral (unless the Master Servicer
shall have assumed the obligations of Cendant (or any successor thereto) as
successor Servicer under any Cendant Servicing Agreement pursuant to Section
3.03 of this Agreement, in which event, as successor Servicer, it will service
and administer the Additional Collateral in accordance with the provisions of
the Cendant Servicing Agreements. In no event shall the Master Servicer have any
duty or obligation to supervise, monitor or oversee the obligations of MLCC as
servicer of the Additional Collateral under the Additional Collateral Servicing
Agreement.

         The Trustee shall furnish the Servicers and the Master Servicer with
any powers of attorney and other documents in form as provided to it necessary
or appropriate to enable the Servicers and the Master Servicer to service and
administer the related Mortgage Loans and REO Property.

         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


                                      -55-

<PAGE>



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.

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

         Section 3.02 REMIC-RELATED COVENANTS. For as long as each REMIC shall
exist, the Trustee and the Securities Administrator shall act in accordance
herewith to assure continuing treatment of such REMIC as a REMIC, and the
Trustee and the Securities Administrator shall comply with any directions of the
Depositor, the related Servicer 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 addressed
to the Trustee prepared at the expense of the Trust Fund; and (b) other than
with respect to a substitution pursuant to 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 addressed to the
Trustee .

         Section 3.03 MONITORING OF SERVICERS. (a) The Master Servicer shall be
responsible for reporting to the Trustee and the Depositor the compliance by
each Servicer with its duties under the related Servicing Agreement. In the
review of each Servicer's activities, the Master Servicer may rely upon an
officer's certificate of the Servicer (or similar document signed by an officer
of the Servicer) with regard to such Servicer's compliance with the terms of its
Servicing Agreement. In the event that the Master Servicer, in its judgment,
determines that a Servicer should be terminated in accordance with its Servicing
Agreement, or that a notice should be sent pursuant to such Servicing Agreement
with respect to the occurrence of an event that, unless cured, would constitute
grounds for such termination, the Master Servicer shall notify the Depositor and
the Trustee thereof and the Master Servicer shall issue such notice or take such
other action as it deems appropriate.

         (b) The Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall enforce the obligations of each Servicer under the
related Servicing Agreement, and shall, in the event that a Servicer fails to
perform its obligations in accordance with the related Servicing Agreement,
subject to the preceding paragraph, terminate the rights and obligations of such
Servicer thereunder and act as servicer of the related Mortgage Loans or to
cause the Trustee to enter in to a new Servicing Agreement with a successor
Servicer selected by the Master Servicer; provided, however, it is understood
and acknowledged by the parties hereto that there will be a period of transition
(not to exceed 90 days) before the actual servicing functions can be fully
transferred to such successor Servicer. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Servicing Agreements
and the pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Master Servicer, in its good faith
business judgment, would require were it the owner of the related Mortgage
Loans. The Master Servicer shall pay the costs of such enforcement at its own
expense, provided that the Master


                                      -56-

<PAGE>



Servicer shall not be required to prosecute or defend any legal action except to
the extent that the Master Servicer shall have received reasonable indemnity for
its costs and expenses in pursuing such action.

         (c) To the extent that the costs and expenses of the Master Servicer
related to any termination of a Servicer, appointment of a successor Servicer or
the transfer and assumption of servicing by the Master Servicer with respect to
any Servicing Agreement (including, without limitation, (i) all legal costs and
expenses and all due diligence costs and expenses associated with an evaluation
of the potential termination of the Servicer as a result of an event of default
by such Servicer and (ii) all costs and expenses associated with the complete
transfer of servicing, including all servicing files and all servicing data and
the completion, correction or manipulation of such servicing data as may be
required by the successor servicer to correct any errors or insufficiencies in
the servicing data or otherwise to enable the successor service to service the
Mortgage Loans in accordance with the related Servicing Agreement) are not fully
and timely reimbursed by the terminated Servicer, the Master Servicer shall be
entitled to reimbursement of such costs and expenses from the Master Servicer
Collection Account.

         (d) The Master Servicer shall require each Servicer to comply with the
remittance requirements and other obligations set forth in the related Servicing
Agreement.

         (e) If the Master Servicer acts as Servicer, it will not assume
liability for the representations and warranties of the Servicer, if any, that
it replaces.

         Section 3.04 FIDELITY BOND. The Master Servicer, at its expense, shall
maintain in effect a blanket fidelity bond and an errors and omissions insurance
policy, affording coverage with respect to all directors, officers, employees
and other Persons acting on such Master Servicer's behalf, and covering errors
and omissions in the performance of the Master Servicer's obligations hereunder.
The errors and omissions insurance policy and the fidelity bond shall be in such
form and amount generally acceptable for entities serving as master servicers or
trustees.

         Section 3.05 POWER TO ACT; PROCEDURES. The Master Servicer shall master
service the Mortgage Loans and shall have full power and authority, subject to
the REMIC Provisions and the provisions of Article X hereof, to do any and all
things that it may deem necessary or desirable in connection with the master
servicing and administration of the Mortgage Loans, including but not limited to
the power and authority (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to
collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any Mortgage Loan, in each case, in accordance with the provisions of
this Agreement and the related Servicing Agreement, as applicable; provided,
however, that the Master Servicer shall not (and, consistent with its
responsibilities under Section 3.03, shall not permit any Servicer to) knowingly
or intentionally take any action, or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more
specifically set forth herein, that, under the REMIC Provisions, if taken or not
taken, as the case may be, would cause any REMIC to fail to qualify as a REMIC
or result in the imposition of a tax upon the Trust Fund (including but not
limited to the tax on prohibited


                                      -57-

<PAGE>



transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) unless the
Master Servicer has received an Opinion of Counsel (but not at the expense of
the Master Servicer) to the effect that the contemplated action would not cause
any REMIC to fail to qualify as a REMIC or result in the imposition of a tax
upon any REMIC. The Trustee shall furnish the Master Servicer, upon written
request from a Servicing Officer, with any powers of attorney empowering the
Master Servicer or any Servicer to execute and deliver instruments of
satisfaction or cancellation, or of partial or full release or discharge, and to
foreclose upon or otherwise liquidate Mortgaged Property, and to appeal,
prosecute or defend in any court action relating to the Mortgage Loans or the
Mortgaged Property, in accordance with the applicable Servicing Agreement and
this Agreement, and the Trustee shall execute and deliver such other documents,
as the Master Servicer may request, to enable the Master Servicer to master
service and administer the Mortgage Loans and carry out its duties hereunder, in
each case in accordance with Accepted Master Servicing Practices (and the
Trustee shall have no liability for misuse of any such powers of attorney by the
Master Servicer or any Servicer). If the Master Servicer or the Trustee has been
advised that it is likely that the laws of the state in which action is to be
taken prohibit such action if taken in the name of the Trustee or that the
Trustee would be adversely affected under the "doing business" or tax laws of
such state if such action is taken in its name, the Master Servicer shall join
with the Trustee in the appointment of a co-trustee pursuant to Section 9.11
hereof. In the performance of its duties hereunder, the Master Servicer shall be
an independent contractor and shall not, except in those instances where it is
taking action in the name of the Trustee, be deemed to be the agent of the
Trustee.

         Section 3.06 DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS. To the extent
provided in the applicable Servicing Agreement, to the extent Mortgage Loans
contain enforceable due-on-sale clauses, the Master Servicer shall cause the
Servicers to enforce such clauses in accordance with the applicable Servicing
Agreement. If applicable law prohibits the enforcement of a due-on-sale clause
or such clause is otherwise not enforced in accordance with the applicable
Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the
original Mortgagor may be released from liability in accordance with the
applicable Servicing Agreement.

         Section 3.07 RELEASE OF MORTGAGE FILES. (a) Upon becoming aware of the
payment in full of any Mortgage Loan, or the receipt by any Servicer of a
notification that payment in full has been escrowed in a manner customary for
such purposes for payment to Certificateholders on the next Distribution Date,
the Servicer will, if required under the applicable Servicing Agreement (or if
the Servicer does not, the Master Servicer may), promptly furnish to the
Custodian, on behalf of the Trustee, two copies of a certification substantially
in the form of Exhibit D hereto signed by a Servicing Officer or in a mutually
agreeable electronic format which will, in lieu of a signature on its face,
originate from a Servicing Officer (which certification shall include a
statement to the effect that all amounts received in connection with such
payment that are required to be deposited in the Protected Account maintained by
the applicable Servicer pursuant to Section 4.01 or by the applicable Servicer
pursuant to its Servicing Agreement have been or will be so deposited) and shall
request that the Custodian, on behalf of the Trustee, deliver to the applicable
Servicer the related Mortgage File. Upon receipt of such certification and
request, the Custodian, on behalf of the Trustee, shall promptly release the
related Mortgage File to the applicable Servicer and the Trustee and Custodian
shall have no further responsibility with regard to such Mortgage File. Upon any
such payment in full, each Servicer is authorized, to give, as agent for the
Trustee, as the mortgagee under


                                      -58-

<PAGE>



the Mortgage that secured the Mortgage Loan, an instrument of satisfaction (or
assignment of mortgage without recourse) regarding the Mortgaged Property
subject to the Mortgage, which instrument of satisfaction or assignment, as the
case may be, shall be delivered to the Person or Persons entitled thereto
against receipt therefor of such payment, it being understood and agreed that no
expenses incurred in connection with such instrument of satisfaction or
assignment, as the case may be, shall be chargeable to the Protected Account.

         (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan and in accordance with the applicable Servicing
Agreement, the Trustee shall execute such documents as shall be prepared and
furnished to the Trustee by a Servicer or the Master Servicer (in form
reasonably acceptable to the Trustee) and as are necessary to the prosecution of
any such proceedings. The Custodian, on behalf of the Trustee, shall, upon the
request of a Servicer or the Master Servicer, and delivery to the Custodian, on
behalf of the Trustee, of two copies of a request for release signed by a
Servicing Officer substantially in the form of Exhibit D (or in a mutually
agreeable electronic format which will, in lieu of a signature on its face,
originate from a Servicing Officer), release the related Mortgage File held in
its possession or control to the Servicer or the Master Servicer, as applicable.
Such trust receipt shall obligate the Servicer or the Master Servicer to return
the Mortgage File to the Custodian on behalf of the Trustee, when the need
therefor by the Servicer or the Master Servicer no longer exists unless the
Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
of a Servicing Officer similar to that hereinabove specified, the Mortgage File
shall be released by the Custodian, on behalf of the Trustee, to the Servicer or
the Master Servicer.

         Section 3.08 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER
SERVICER TO BE HELD FOR TRUSTEE.

         (a) The Master Servicer shall transmit and each Servicer (to the extent
required by the related Servicing Agreement) shall transmit to the Trustee or
Custodian such documents and instruments coming into the possession of the
Master Servicer or such Servicer from time to time as are required by the terms
hereof, or in the case of the Servicers, the applicable Servicing Agreement, to
be delivered to the Trustee or Custodian. Any funds received by the Master
Servicer or by a Servicer in respect of any Mortgage Loan or which otherwise are
collected by the Master Servicer or by a Servicer as Liquidation Proceeds or
Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit
of the Trustee and the Certificateholders subject to the Master Servicer's right
to retain or withdraw from the Master Servicer Collection Account the Master
Servicing Compensation and other amounts provided in this Agreement, and to the
right of each Servicer to retain its Servicing Fee and other amounts as provided
in the applicable Servicing Agreement. The Master Servicer shall, and (to the
extent provided in the applicable Servicing Agreement) shall cause each Servicer
to, provide access to information and documentation regarding the Mortgage Loans
to the Trustee, its agents and accountants at any time upon reasonable request
and during normal business hours, and to Certificateholders that are savings and
loan associations, banks or insurance companies, the Office of Thrift
Supervision, the FDIC and the supervisory agents and examiners of such Office
and Corporation or examiners of any other federal or state banking or insurance
regulatory authority if so required by applicable regulations of the Office of
Thrift Supervision or other regulatory authority, such access to be afforded
without charge but only upon reasonable request in writing and during normal
business hours at the offices of the Master Servicer


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designated by it. In fulfilling such a request the Master Servicer shall not be
responsible for determining the sufficiency of such information.

         (b) All Mortgage Files and funds collected or held by, or under the
control of, the Master Servicer, in respect of any Mortgage Loans, whether from
the collection of principal and interest payments or from Liquidation Proceeds
or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of
the Trustee and the Certificateholders and shall be and remain the sole and
exclusive property of the Trustee; provided, however, that the Master Servicer
and each Servicer shall be entitled to setoff against, and deduct from, any such
funds any amounts that are properly due and payable to the Master Servicer or
such Servicer under this Agreement or the applicable Servicing Agreement.

         Section 3.09 STANDARD HAZARD INSURANCE AND FLOOD INSURANCE POLICIES.

         (a) For each Mortgage Loan, the Master Servicer shall enforce any
obligation of the Servicers under the related Servicing Agreements to maintain
or cause to be maintained standard fire and casualty insurance and, where
applicable, flood insurance, all in accordance with the provisions of the
related Servicing Agreements. It is understood and agreed that such insurance
shall be with insurers meeting the eligibility requirements set forth in the
applicable Servicing Agreement and that no earthquake or other additional
insurance is to be required of any Mortgagor or to be maintained on property
acquired in respect of a defaulted loan, other than pursuant to such applicable
laws and regulations as shall at any time be in force and as shall require such
additional insurance.

         (b) Pursuant to Section 4.01 and 4.02, any amounts collected by the
Servicers or the Master Servicer, or by any Servicer, under any insurance
policies (other than amounts to be applied to the restoration or repair of the
property subject to the related Mortgage or released to the Mortgagor in
accordance with the applicable Servicing Agreement) shall be deposited into the
Master Servicer Collection Account, subject to withdrawal pursuant to Section
4.02 and 4.03. Any cost incurred by the Master Servicer or any Servicer in
maintaining any such insurance if the Mortgagor defaults in its obligation to do
so shall be added to the amount owing under the Mortgage Loan where the terms of
the Mortgage Loan so permit; provided, however, that the addition of any such
cost shall not be taken into account for purposes of calculating the
distributions to be made to Certificateholders and shall be recoverable by the
Master Servicer or such Servicer pursuant to Section 4.02 and 4.03.

         Section 3.10 PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS. The
Master Servicer shall (to the extent provided in the applicable Servicing
Agreement) cause the related Servicer to, prepare and present on behalf of the
Trustee and the Certificateholders all claims under the Insurance Policies and
take such actions (including the negotiation, settlement, compromise or
enforcement of the insured's claim) as shall be necessary to realize recovery
under such policies. Any proceeds disbursed to the Master Servicer (or disbursed
to a Servicer and remitted to the Master Servicer) in respect of such policies,
bonds or contracts shall be promptly deposited in the Master Servicer Collection
Account upon receipt, except that any amounts realized that are to be applied to
the repair or restoration of the related Mortgaged Property as a condition
precedent to the presentation of claims on the related Mortgage Loan to the
insurer under any applicable Insurance Policy need not be so deposited (or
remitted).


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         Section 3.11 MAINTENANCE OF THE PRIMARY MORTGAGE INSURANCE POLICIES.

         (a) The Master Servicer shall not take, or permit any Servicer (to the
extent such action is prohibited under the applicable Servicing Agreement) to
take, any action that would result in noncoverage under any applicable Primary
Mortgage Insurance Policy of any loss which, but for the actions of the Master
Servicer or such Servicer, would have been covered thereunder. The Master
Servicer shall use its best reasonable efforts to cause each Servicer (to the
extent required under the related Servicing Agreement) to keep in force and
effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain
such insurance), primary mortgage insurance applicable to each Mortgage Loan in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. The Master Servicer shall not, and shall not permit
any Servicer (to the extent required under the related Servicing Agreement) to,
cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in
effect at the date of the initial issuance of the Mortgage Note and is required
to be kept in force hereunder except in accordance with the provisions of this
Agreement and the related Servicing Agreement, as applicable.

         (b) The Master Servicer agrees to present, or to cause each Servicer
(to the extent required under the related Servicing Agreement) to present, on
behalf of the Trustee and the Certificateholders, claims to the insurer under
any Primary Mortgage Insurance Policies and, in this regard, to take such
reasonable action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to
Section 4.01 and 4.02, any amounts collected by the Master Servicer or any
Servicer under any Primary Mortgage Insurance Policies shall be deposited in the
Master Servicer Collection Account, subject to withdrawal pursuant to Sections
4.02 and 4.03.

         Section 3.12 TRUSTEE TO RETAIN POSSESSION OF CERTAIN INSURANCE POLICIES
AND DOCUMENTS.

         The Trustee (or the Custodian, as directed by the Trustee), shall
retain possession and custody of the originals (to the extent available) of any
Primary Mortgage Insurance Policies, or certificate of insurance if applicable,
and any certificates of renewal as to the foregoing as may be issued from time
to time as contemplated by this Agreement. Until all amounts distributable in
respect of the Certificates have been distributed in full and the Master
Servicer otherwise has fulfilled its obligations under this Agreement, the
Trustee (or its Custodian, if any, as directed by the Trustee) shall also retain
possession and custody of each Mortgage File in accordance with and subject to
the terms and conditions of this Agreement. The Master Servicer shall promptly
deliver or cause to be delivered to the Trustee (or the Custodian, as directed
by the Trustee), upon the execution or receipt thereof the originals of any
Primary Mortgage Insurance Policies, any certificates of renewal, and such other
documents or instruments that constitute portions of the Mortgage File that come
into the possession of the Master Servicer from time to time.



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         Section 3.13 REALIZATION UPON DEFAULTED MORTGAGE LOANS. The Master
Servicer shall cause each Servicer (to the extent required under the related
Servicing Agreement) to foreclose upon, repossess or otherwise comparably
convert the ownership of Mortgaged Properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments, all in
accordance with the applicable Servicing Agreement.

         Section 3.14 COMPENSATION FOR THE MASTER SERVICER.

         The Master Servicer will be entitled to all income and gain realized
from any investment of funds in the Distribution Account and the Master Servicer
Collection Account, pursuant to Article IV, for the performance of its
activities hereunder. Servicing compensation in the form of assumption fees, if
any, late payment charges, as collected, if any, or otherwise (but not including
any prepayment premium or penalty) shall be retained by the applicable Servicer
and shall not be deposited in the Protected Account. The Master Servicer shall
be required to pay all expenses incurred by it in connection with its activities
hereunder and shall not be entitled to reimbursement therefor except as provided
in this Agreement.

         Section 3.15 REO PROPERTY.

         (a) In the event the Trust Fund acquires ownership of any REO Property
in respect of any related Mortgage Loan, the deed or certificate of sale shall
be issued to the Trustee, or to its nominee, on behalf of the related
Certificateholders. The Master Servicer shall, to the extent provided in the
applicable Servicing Agreement, cause the applicable Servicer to sell, any REO
Property as expeditiously as possible and in accordance with the provisions of
this Agreement and the related Servicing Agreement, as applicable. Pursuant to
its efforts to sell such REO Property, the Master Servicer shall cause the
applicable Servicer to protect and conserve, such REO Property in the manner and
to the extent required by the applicable Servicing Agreement, in accordance with
the REMIC Provisions and in a manner that does not result in a tax on "net
income from foreclosure property" or cause such REO Property to fail to qualify
as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code.

         (b) The Master Servicer shall, to the extent required by the related
Servicing Agreement, cause the applicable Servicer to deposit all funds
collected and received in connection with the operation of any REO Property in
the Protected Account.

         (c) The Master Servicer and the applicable Servicer, upon the final
disposition of any REO Property, shall be entitled to reimbursement for any
related unreimbursed Monthly Advances and other unreimbursed advances as well as
any unpaid Servicing Fees from Liquidation Proceeds received in connection with
the final disposition of such REO Property; provided, that any such unreimbursed
Monthly Advances as well as any unpaid Servicing Fees may be reimbursed or paid,
as the case may be, prior to final disposition, out of any net rental income or
other net amounts derived from such REO Property.

         (d) To the extent provided in the related Servicing Agreement, the
Liquidation Proceeds from the final disposition of the REO Property, net of any
payment to the Master Servicer and the


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applicable Servicer as provided above shall be deposited in the Protected
Account on or prior to the Determination Date in the month following receipt
thereof and be remitted by wire transfer in immediately available funds to the
Master Servicer for deposit into the related Master Servicer Collection Account
on the next succeeding Servicer Remittance Date.

         Section 3.16 ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.

         (a) The Master Servicer shall deliver to the Trustee and the Rating
Agencies on or before March 1 of each year, commencing on March 1, 2004, an
Officer's Certificate, certifying that with respect to the period ending
December 31 of the prior year: (i) such Servicing Officer has reviewed the
activities of such Master Servicer during the preceding calendar year or portion
thereof and its performance under this Agreement, (ii) to the best of such
Servicing Officer's knowledge, based on such review, such Master Servicer has
performed and fulfilled its duties, responsibilities and obligations under this
Agreement in all material respects throughout such year, or, if there has been a
default in the fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such Servicing Officer and the nature and
status thereof, (iii) nothing has come to the attention of such Servicing
Officer to lead such Servicing Officer to believe that any Servicer has failed
to perform any of its duties, responsibilities and obligations under its
Servicing Agreement in all material respects throughout such year, or, if there
has been a material default in the performance or fulfillment of any such
duties, responsibilities or obligations, specifying each such default known to
such Servicing Officer and the nature and status thereof.

         (b) Copies of such statements shall be provided to any
Certificateholder upon request, by the Master Servicer or by the Trustee at the
Master Servicer's expense if the Master Servicer failed to provide such copies
(unless (i) the Master Servicer shall have failed to provide the Trustee with
such statement or (ii) the Trustee shall be unaware of the Master Servicer's
failure to provide such statement).

         Section 3.17 ANNUAL INDEPENDENT ACCOUNTANT'S SERVICING REPORT. If the
Master Servicer has, during the course of any fiscal year, directly serviced any
of the Mortgage Loans, then the Master Servicer at its expense shall cause a
nationally recognized firm of independent certified public accountants to
furnish a statement to the Trustee, the Rating Agencies and the Depositor on or
before March 1 of each year, commencing on March 1, 2004 to the effect that,
with respect to the most recently ended fiscal year, such firm has examined
certain records and documents relating to the Master Servicer's performance of
its servicing obligations under this Agreement and pooling and servicing and
trust agreements in material respects similar to this Agreement and to each
other and that, on the basis of such examination conducted substantially in
compliance with the audit program for mortgages serviced for Freddie Mac or the
Uniform Single Attestation Program for Mortgage Bankers, such firm is of the
opinion that the Master Servicer's activities have been conducted in compliance
with this Agreement, or that such examination has disclosed no material items of
noncompliance except for (i) such exceptions as such firm believes to be
immaterial, (ii) such other exceptions as are set forth in such statement and
(iii) such exceptions that the Uniform Single Attestation Program for Mortgage
Bankers or the Audit Program for Mortgages Serviced by Freddie Mac requires it
to report. Copies of such statements shall be provided to any Certificateholder
upon request by the Master Servicer, or by the Trustee at the expense of the
Master Servicer if the Master Servicer shall fail to provide such copies. If
such report discloses exceptions that are material, the


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Master Servicer shall advise the Trustee whether such exceptions have been or
are susceptible of cure, and will take prompt action to do so.

         Section 3.18 REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION.
Within 15 days after each Distribution Date, the Securities Administrator 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 Certificateholders for such Distribution Date as an
exhibit thereto. Prior to January 30 in any year, the Securities Administrator
shall, in accordance with industry standards and only if instructed by the
Depositor, file a Form 15 Suspension Notice with respect to the Trust Fund, if
applicable. Prior to (i) March 15, 2004 and (ii) unless and until a Form 15
Suspension Notice shall have been filed, prior to March 15 of each year
thereafter, the Master Servicer shall provide the Securities Administrator with
a Master Servicer Certification, together with a copy of the annual independent
accountant's servicing report and annual statement of compliance of each
Servicer, in each case, required to be delivered pursuant to the related
Servicing Agreement, and, if applicable, the annual independent accountant's
servicing report and annual statement of compliance to be delivered by the
Master Servicer pursuant to Sections 3.16 and 3.17. Prior to (i) March 31, 2004,
or such earlier filing date as may be required by the Commission, and (ii)
unless and until a Form 15 Suspension Notice shall have been filed, March 31 of
each year thereafter, or such earlier filing date as may be required by the
Commission, the Securities Administrator shall file a Form 10-K, in substance
conforming to industry standards, with respect to the Trust. Such Form 10-K
shall include the Master Servicer Certification and other documentation provided
by the Master Servicer pursuant to the second preceding sentence. The Depositor
hereby grants to the Securities Administrator a limited power of attorney to
execute and file each such document on behalf of the Depositor. Such power of
attorney shall continue until either the earlier of (i) receipt by the
Securities Administrator from the Depositor of written termination of such power
of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to
promptly furnish to the Securities Administrator, 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 Securities
Administrator reasonably deems appropriate to prepare and file all necessary
reports with the Commission. The Securities Administrator shall have no
responsibility to file any items other than those specified in this Section
3.18; provided, however, the Securities Administrator will cooperate with the
Depositor in connection with any additional filings with respect to the Trust
Fund as the Depositor deems necessary under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). Fees and expenses incurred by the Securities
Administrator in connection with this Section 3.18 shall not be reimbursable
from the Trust Fund.

         Section 3.19 THE COMPANY. On the Closing Date, the Company will receive
from the Depositor a payment of $5,000.

         Section 3.20 UCC. The Depositor shall inform the Trustee in writing of
any Uniform Commercial Code financing statements that were filed on the Closing
Date in connection with the Trust with stamped recorded copies of such financing
statements to be delivered to the Trustee promptly upon receipt by the
Depositor. The Trustee agrees to monitor and notify the Depositor if any
continuation statements for such Uniform Commercial Code financing statements
need to be filed. If directed by the Depositor in writing, the Trustee will file
any such continuation statements


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solely at the expense of the Depositor. The Depositor shall file any financing
statements or amendments thereto required by any change in the Uniform
Commercial Code.

         Section 3.21 OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS.

         (a) With respect to any Mortgage Loan which as of the first day of a
Calendar Quarter is delinquent in payment by 90 days or more or is an REO
Property, the Company shall have the right to purchase such Mortgage Loan from
the Trust at a price equal to the Repurchase Price; 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.

         (b) If at any time the Company remits to the Master Servicer a payment
for deposit in the Master Servicer Collection Account covering the amount of the
Repurchase Price for such a Mortgage Loan, and the Company provides to the
Trustee a certification signed by a Servicing Officer stating that the amount of
such payment has been deposited in the Master Servicer Collection Account, then
the Trustee shall execute the assignment of such Mortgage Loan to the Company at
the request of the Company without recourse, representation or warranty and the
Company shall succeed to all of the Trustee's right, title and interest in and
to such Mortgage Loan, and all security and documents relative thereto. Such
assignment shall be an assignment outright and not for security. The Company
will thereupon own such Mortgage, and all such security and documents, free of
any further obligation to the Trustee or the Certificateholders with respect
thereto.

         Section 3.22 SURETY BOND. If the Additional Collateral Servicer informs
the Trustee that a Required Surety Payment is payable pursuant to the Surety
Bond, with respect to any Additional Collateral Mortgage Loan, the Trustee shall
promptly complete the notice in the form of Attachment 1 to the Surety Bond and
shall return such notice to the Additional Collateral Servicer for submission to
the Surety Bond Issuer. Anything to the contrary notwithstanding, in the event
that the Surety Bond Issuer or the express terms of the Surety Bond requires
such notice to be submitted directly by the Trustee, the Trustee shall submit
such notice directly to the Surety Bond Issuer. The Trustee hereby agrees to
cooperate with the Additional Collateral Servicer in taking all necessary action
to realize on the Surety Bond, including, without limitation, executing any
documents or notices prepared by the Additional Collateral Servicer, necessary
to collect any Required Surety Payment. Any Required Surety Payment received by
the Trustee shall be remitted to the Master Servicer. The Master Servicer shall
deposit such Required Surety Payment in the Master Servicer Collection Account
and shall distribute such Required Surety Payment, or the proceeds thereof, in
accordance with the provisions of Section 4.03. The Trustee shall incur no
liability in connection with the presentment of any notices or claims on the
Surety Bond made by it at the direction of the Additional Collateral Servicer.



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                                   ARTICLE IV
                                    Accounts

         Section 4.01 PROTECTED ACCOUNTS. (a) The Master Servicer shall enforce
the obligation of each Servicer to establish and maintain a Protected Account in
accordance with the applicable Servicing Agreement, with records to be kept with
respect thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts
shall be deposited within 48 hours (or as of such other time specified in the
related Servicing Agreement) of receipt, all collections of principal and
interest on any Mortgage Loan and any REO Property received by a Servicer,
including Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, and
advances made from the Servicer's own funds (less servicing compensation as
permitted by the applicable Servicing Agreement in the case of any Servicer) and
all other amounts to be deposited in the Protected Account. The Servicer is
hereby authorized to make withdrawals from and deposits to the related Protected
Account for purposes required or permitted by this Agreement. To the extent
provided in the related Servicing Agreement, the Protected Account shall be held
by a Designated Depository Institution and segregated on the books of such
institution in the name of the Trustee for the benefit of Certificateholders.

         (b) To the extent provided in the related Servicing Agreement, amounts
on deposit in a Protected Account may be invested in Permitted Investments in
the name of the Trustee for the benefit of Certificateholders and, except as
provided in the preceding paragraph, not commingled with any other funds. Such
Permitted Investments shall mature, or shall be subject to redemption or
withdrawal, no later than the date on which such funds are required to be
withdrawn for deposit in the Master Servicer Collection Account, and shall be
held until required for such deposit. The income earned from Permitted
Investments made pursuant to this Section 4.01 shall be paid to the related
Servicer under the applicable Servicing Agreement, and the risk of loss of
moneys required to be distributed to the Certificateholders resulting from such
investments shall be borne by and be the risk of the related Servicer. The
related Servicer (to the extent provided in the Servicing Agreement) shall
deposit the amount of any such loss in the Protected Account within two Business
Days of receipt of notification of such loss but not later than the second
Business Day prior to the Distribution Date on which the moneys so invested are
required to be distributed to the Certificateholders.

         (c) To the extent provided in the related Servicing Agreement and
subject to this Article IV, on or before each Servicer Remittance Date, the
related Servicer shall withdraw or shall cause to be withdrawn from its
Protected Accounts and shall immediately deposit or cause to be deposited in the
Master Servicer Collection Account amounts representing the following
collections and payments (other than with respect to principal of or interest on
the Mortgage Loans due on or before the Cut-off Date) with respect to each Loan
Group:

                  (i) Scheduled Payments on the Mortgage Loans received or any
         related portion thereof advanced by such Servicer pursuant to its
         Servicing Agreement which were due on or before the related Due Date,
         net of the amount thereof comprising its Servicing Fee or any fees with
         respect to any lender-paid primary mortgage insurance policy;



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                  (ii) Full Principal Prepayments and any Liquidation Proceeds
         received by such Servicer with respect to the Mortgage Loans in the
         related Prepayment Period, with interest to the date of prepayment or
         liquidation, net of the amount thereof comprising its Servicing Fee;

                  (iii) Partial Principal Prepayments received by such Servicer
         for the Mortgage Loans in the related Prepayment Period; and

                  (iv) Any amount to be used as a Monthly Advance.

         (d) Withdrawals may be made from an Account only to make remittances as
provided in Section 4.01(c), 4.02 and 4.03; to reimburse the Master Servicer or
a Servicer for Monthly Advances which have been recovered by subsequent
collections from the related Mortgagor; to remove amounts deposited in error; to
remove fees, charges or other such amounts deposited on a temporary basis; or to
clear and terminate the account at the termination of this Agreement in
accordance with Section 10.01. As provided in Sections 4.01(c) and 4.02(b)
certain amounts otherwise due to the Servicers may be retained by them and need
not be deposited in the Master Servicer Collection Account.

         Section 4.02 MASTER SERVICER COLLECTION ACCOUNT. (a) The Master
Servicer shall establish and maintain in the name of the Trustee, for the
benefit of the Certificateholders, the Master Servicer Collection Account as a
segregated trust account or accounts. The Master Servicer Collection Account
shall be an Eligible Account. The Master Servicer will deposit in the Master
Servicer Collection Account as identified by the Master Servicer and as received
by the Master Servicer, 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 Net Liquidation Proceeds
         received by or on behalf of the Master Servicer or which were not
         deposited in a Protected Account;

                  (iv) The Repurchase Price with respect to any Mortgage Loans
         purchased by the Seller pursuant to the Mortgage Loan Purchase
         Agreement or Sections 2.02 or 2.03 hereof, any amounts which are to be
         treated pursuant to Section 2.04 of this Agreement as the payment of a
         Repurchase Price in connection with the tender of a Substitute Mortgage
         Loan by the Seller, the Repurchase Price with respect to any Mortgage
         Loans purchased by the Company pursuant to Section 3.21, and all
         proceeds of any Mortgage Loans or property acquired with respect
         thereto repurchased by the Depositor or its designee pursuant to
         Section 10.01;

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



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

         (b) All amounts deposited to the Master Servicer Collection Account
shall be held by the Master Servicer in the name of the Trustee in trust for the
benefit of the Certificateholders in accordance with the terms and provisions of
this Agreement. The requirements for crediting the Master Servicer Collection
Account or the Distribution Account shall be exclusive, it being understood and
agreed that, without limiting the generality of the foregoing, payments in the
nature of (i) prepayment or late payment charges or assumption, tax service,
statement account or payoff, substitution, satisfaction, release and other like
fees and charges and (ii) the items enumerated in Subsections 4.05(a)(i), (ii),
(iii), (iv), (vi), (vii), (viii), (ix), (x), (xi) and (xii), need not be
credited by the Master Servicer or the related Servicer to the Distribution
Account or the Master Servicer Collection Account, as applicable. In the event
that the Master Servicer shall deposit or cause to be deposited to the
Distribution Account any amount not required to be credited thereto, the
Trustee, upon receipt of a written request therefor signed by a Servicing
Officer of the Master Servicer, shall promptly transfer such amount to the
Master Servicer, any provision herein to the contrary notwithstanding.

         (c) The amount at any time credited to the Master Servicer Collection
Account may be invested, in the name of the Trustee, or its nominee, for the
benefit of the Certificateholders, in Permitted Investments as directed by
Master Servicer. All Permitted Investments shall mature or be subject to
redemption or withdrawal on or before, and shall be held until, the next
succeeding Distribution Account Deposit Date. Any and all investment earnings on
amounts on deposit in the Master Servicer Account from time to time shall be for
the account of the Master Servicer. The Master Servicer from time to time shall
be permitted to withdraw or receive distribution of any and all investment
earnings from the Master Servicer Account. The risk of loss of moneys required
to be distributed to the Certificateholders resulting from such investments
shall be borne by and be the risk of the Master Servicer. The Master Servicer
shall deposit the amount of any such loss in the Master Servicer Collection
Account within two Business Days of receipt of notification of such loss but not
later than the second Business Day prior to the Distribution Date on which the
moneys so invested are required to be distributed to the Certificateholders.

         Section 4.03 PERMITTED WITHDRAWALS AND TRANSFERS FROM THE MASTER
SERVICER COLLECTION ACCOUNT. (a) The Master Servicer will, from time to time on
demand of a Servicer or the Securities Administrator, make or cause to be made
such withdrawals or transfers from the Master Servicer Collection Account as the
Master Servicer has designated for such transfer or withdrawal pursuant to this
Agreement and the related Servicing Agreement. The Master Servicer may clear and
terminate the Master Servicer Collection Account pursuant to Section 10.01 and
remove amounts from time to time deposited in error.

         (b) On an ongoing basis, the Master Servicer shall withdraw from the
Master Servicer Collection Account (i) any expenses recoverable by the Trustee,
the Master Servicer or the Securities Administrator or the Custodian pursuant to
Sections 3.03, 7.04 and 9.05 and (ii) any amounts payable to the Master Servicer
as set forth in Section 3.14.



                                      -68-

<PAGE>



         (c) In addition, on or before each Distribution Account Deposit Date,
the Master Servicer shall deposit in the Distribution Account (or remit to the
Trustee for deposit therein) any Monthly Advances required to be made by the
Master Servicer with respect to the Mortgage Loans.

         (d) No later than 3:00 p.m. New York time on each Distribution Account
Deposit Date, the Master Servicer will transfer all Available Funds on deposit
in the Master Servicer Collection Account with respect to the related
Distribution Date to the Trustee for deposit in the Distribution Account.

         Section 4.04 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.

         (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 Distribution Account
shall be an Eligible Account. The amount at any time credited to the
Distribution Account shall be (i) held in cash and 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 Master Servicer or
deposited in demand deposits with such depository institutions as selected by
the Master Servicer, 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 Distribution Date if the obligor for such Permitted Investment
is the Trustee or, if such obligor is any other Person, the Business Day
preceding such Distribution Date. All investment earnings on amounts on deposit
in the Distribution Account or benefit from funds uninvested therein from time
to time shall be for the account of the Master Servicer. The Master Servicer
shall be permitted to withdraw or receive distribution of any and all investment
earnings from the Distribution Account on each Distribution Date. If there is
any loss on a Permitted Investment or demand deposit, the Master Servicer shall
remit the amount of the loss to the Trustee who shall deposit such amount in the
Distribution Account. With respect to the Distribution Account and the funds
deposited therein, the Master Servicer 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), and applicable
regulations pursuant thereto, if applicable, or any applicable comparable state
statute applicable to state chartered banking corporations.



                                      -69-

<PAGE>



         Section 4.05 PERMITTED WITHDRAWALS AND TRANSFERS FROM THE DISTRIBUTION
ACCOUNT. (a) The Trustee will, from time to time on demand of the Master
Servicer or the Securities Administrator, 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 this Agreement and
the Servicing Agreements or as the Securities Administrator has instructed
hereunder for the following purposes (limited in the case of amounts due the
Master Servicer to those not withdrawn from the Master Servicer Collection
Account in accordance with the terms of this Agreement):

                  (i) to reimburse the Master Servicer or any Servicer for any
         Monthly Advance of its own funds, the right of the Master Servicer or a
         Servicer to reimbursement pursuant to this subclause (i) being limited
         to amounts received on a particular Mortgage Loan (including, for this
         purpose, the Repurchase Price therefor, Insurance Proceeds and
         Liquidation Proceeds) which represent late payments or recoveries of
         the principal of or interest on such Mortgage Loan respecting which
         such Monthly Advance was made;

                  (ii) to reimburse the Master Servicer or any Servicer from
         Insurance Proceeds or Liquidation Proceeds relating to a particular
         Mortgage Loan for amounts expended by the Master Servicer or such
         Servicer in good faith in connection with the restoration of the
         related Mortgaged Property which was damaged by an Uninsured Cause or
         in connection with the liquidation of such Mortgage Loan;

                  (iii) to reimburse the Master Servicer or any Servicer from
         Insurance Proceeds relating to a particular Mortgage Loan for insured
         expenses incurred with respect to such Mortgage Loan and to reimburse
         the Master Servicer or such Servicer from Liquidation Proceeds from a
         particular Mortgage Loan for Liquidation Expenses incurred with respect
         to such Mortgage Loan; provided that the Master Servicer shall not be
         entitled to reimbursement for Liquidation Expenses with respect to a
         Mortgage Loan to the extent that (i) any amounts with respect to such
         Mortgage Loan were paid as Excess Liquidation Proceeds pursuant to
         clause (xi) of this Subsection 4.03 (a) to the Master Servicer; and
         (ii) such Liquidation Expenses were not included in the computation of
         such Excess Liquidation Proceeds;

                  (iv) to reimburse the Master Servicer or any Servicer for
         advances of funds (other than Monthly Advances) made with respect to
         the Mortgage Loans, and the right to reimbursement pursuant to this
         subclause being limited to amounts received on the related Mortgage
         Loan (including, for this purpose, the Repurchase Price therefor,
         Insurance Proceeds and Liquidation Proceeds) which represent late
         recoveries of the payments for which such advances were made;

                  (v) to reimburse the Master Servicer or any Servicer for any
         Monthly Advance or advance, after a Realized Loss has been allocated
         with respect to the related Mortgage Loan if the Monthly Advance or
         advance has not been reimbursed pursuant to clauses (i) and (iv);

                  (vi) to pay the Master Servicer as set forth in Section 3.14;



                                      -70-

<PAGE>



                  (vii) to reimburse the Master Servicer for expenses, costs and
         liabilities incurred by and reimbursable to it pursuant to Sections
         3.03, 7.04(c) and (d);

                  (viii) to pay to the Master Servicer, as additional servicing
         compensation, any Excess Liquidation Proceeds to the extent not
         retained by the related Servicer;

                  (ix) to reimburse or pay any Servicer any such amounts as are
         due thereto under the applicable Servicing Agreement and have not been
         retained by or paid to the Servicer, to the extent provided in the
         related Servicing Agreement;

                  (x) to reimburse the Trustee, the Securities Administrator or
         the Custodian for expenses, costs and liabilities incurred by or
         reimbursable to it pursuant to this Agreement;

                  (xi) to remove amounts deposited in error; and

                  (xii) to clear and terminate the Distribution Account pursuant
         to Section 10.01.

         (b) The Master Servicer shall keep and maintain separate accounting, on
a Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any
reimbursement from the Distribution Account pursuant to subclauses (i) through
(iv) or with respect to any such amounts which would have been covered by such
subclauses had the amounts not been retained by the Master Servicer without
being deposited in the Distribution Account under Section 4.02(b).

         (c) On each Distribution Date, the Trustee shall distribute the
Available Funds to the extent on deposit in the Distribution Account for each
Loan Group to the Holders of the Certificates in accordance with distribution
instructions provided to it by the Securities Administrator no later than two
Business Days prior to such Distribution Date and determined by the Securities
Administrator in accordance with Section 6.01.



                                      -71-

<PAGE>



                                    ARTICLE V
                                  Certificates

         Section 5.01 CERTIFICATES. (a) The Depository, the Depositor and the
Trustee have entered into a Depository Agreement dated as of the Closing Date
(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 Depositor 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 Depositor advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Depositor is unable to locate a
qualified successor within 30 days or (ii) the Depositor 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 Depositor 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
(designated below), which will be uncertificated and non-transferable and are
hereby designated as the "regular interests" in REMIC I and have the principal
balances and accrue interest at the Pass-Through Rates


                                      -72-

<PAGE>


equal to those set forth in this Section 5.01(c)(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 Certificate will have
the following designations, initial balances and pass-through rates:


<TABLE>
<CAPTION>
  REMIC I Interest       Initial Balance          Pass-Through Rate                    Related Group
  ----------------       ---------------          -----------------                    -------------
<S>                      <C>                      <C>                                  <C>
        I-1A             $        508.32                 (1)                             Group I-1
        I-1B             $     16,944.50                 (2)                             Group I-1
        I-2A             $        951.63                 (1)                             Group I-2
        I-2B             $     30,820.72                 (3)                             Group I-2
        I-3A             $        217.74                 (1)                             Group I-3
        I-3B             $      7,257.68                 (4)                             Group I-3
       I-ZZZ             $550,172,247.41                 (1)                             Group I
     Class R-I           $         50.00                 (5)                             Group II
</TABLE>

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

(1)      The weighted average of the Net Rates of the Group I Mortgage Loans,
         weighted on the basis of the respective Scheduled Principal Balance of
         each such Mortgage Loan as of the beginning of the Due Period
         immediately preceding the related Distribution Date.

(2)      The weighted average of the Net Rates of the Group I-1 Mortgage Loans,
         weighted on the basis of the respective Scheduled Principal Balance of
         each such Mortgage Loan as of the beginning of the Due Period
         immediately preceding the related Distribution Date.

(3)      The weighted average of the Net Rates of the Group I-2 Mortgage Loans,
         weighted on the basis of the respective Scheduled Principal Balance of
         each such Mortgage Loan as of the beginning of the Due Period
         immediately preceding the related Distribution Date.

(4)      The weighted average of the Net Rates of the Group I-3 Mortgage Loans,
         weighted on the basis of the respective Scheduled Principal Balance of
         each such Mortgage Loan as of the beginning of the Due Period
         immediately preceding the related Distribution Date.

(5)      The Class R-I Certificates will not be entitled to distributions of
         interest.

         Distributions shall be deemed to be made from amounts received on the
Group I Mortgage Loans to REMIC I Regular Interests I-1A, I-1B, I-2A, I-2B,
I-3A, I-3B and I-ZZZ first, so as to keep the Uncertificated Principal Balance
of each REMIC I Regular Interest ending with the designation "B" equal to 0.01%
of the aggregate Scheduled Principal Balance of the Mortgage Loans in the
related Group; second, to each REMIC I Regular Interest ending with the
designation "A," so that the Uncertificated Principal Balance of each such REMIC
I Regular Interest is equal to 0.01% of the excess of (x) the aggregate
Scheduled Principal Balance of the Mortgage Loans in the related Group over (y)
the Current Principal Amount of the Senior Certificates (other than any Interest
Only Certificate) in the related Group (except that if any such excess is a
larger number than in the preceding distribution period, the least amount of
principal shall be distributed to such REMIC I Regular Interests such that the
REMIC I Subordinated Balance Ratio is maintained); and third, any remaining
principal to REMIC I Regular Interest ZZZ. Realized Losses on the Group I
Mortgage Loans shall be applied after all distributions have been made on each
Distribution Date first, so as


                                                       -73-

<PAGE>

to keep the Uncertificated Principal Balance of each REMIC I Regular Interest
ending with the designation "B" equal to 0.01% of the aggregate Scheduled
Principal Balance of the Mortgage Loans in the related Group; second, to each
REMIC I Regular Interest ending with the designation "A," so that the
Uncertificated Principal Balance of each such REMIC I Regular Interest is equal
to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the
Mortgage Loans in the related Group over (y) the Current Principal Amount of the
Senior Certificates (other than any Interest Only Certificate) in the related
Group (except that if any such excess is a larger number than in the preceding
distribution period, the least amount of Realized Losses shall be applied to
such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio
is maintained); and third, any remaining Realized Losses on the Group I Mortgage
Loans shall be allocated to REMIC I Regular Interest I-ZZZ.

                  (ii) REMIC II will be evidenced by (x) the REMIC II Regular
         Interests (designated below), which will be uncertificated and
         non-transferable and 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 this Section 5.01(c)(ii)
         and (y) the Class R-II Certificate, which is hereby designated as the
         single "residual interest" in REMIC II.


<TABLE>
<CAPTION>
 REMIC II Interest       Initial Balance        Pass-Through Rate                    Related Group
 -----------------       ---------------        -----------------                    -------------
<S>                      <C>                         <C>                             <C>
       II                $286,298,935.00             (1)                              Group II
   Class R-II            $         50.00             (1)                              Group II
</TABLE>

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


(1) The weighted average of the Net Rates of the Group II Mortgage Loans,
weighted on the basis of the respective Scheduled Principal Balance of each such
Mortgage Loan as of the beginning of the Due Period immediately preceding the
related Distribution Date.

         Principal shall be payable to, and shortfalls, losses and prepayments
are allocable to, the REMIC II Regular Interest as such amounts are payable and
allocable to the REMIC IV Regular Certificates relating to the Group II Mortgage
Loans. Interest shall be payable to the REMIC II Regular Interest at the
Pass-Through Rate for such REMIC II Regular Interest on such REMIC II Regular
Interest's Uncertificated Principal Balance.

                  (iii) REMIC III will be evidenced by (x) the REMIC III Regular
         Interests (designated below), which will be uncertificated and
         non-transferable and are hereby designated as the "regular interests"
         in REMIC III and have the principal balances and accrue interest at the
         Pass-Through Rates equal to those set forth in this Section
         5.01(c)(iii) and (y) the Class R-III Certificate, which is hereby
         designated as the single "residual interest" in REMIC III.

         The REMIC III Regular Interests and the Class R-III Certificate will
have the following designations, initial balances and pass-through rates:






                                      -74-

<PAGE>

<TABLE>
<CAPTION>
     REMIC III
     Interest            Initial Balance        Pass-Through Rate       Related Group
     --------            ---------------        -----------------       -------------
<S>                     <C>                          <C>                 <C>
       I-A-1            $ 164,361,700.00             (1)                 Group I-1
       I-A-2            $ 298,690,900.00             (2)                 Group I-2

       I-A-3            $  70,399,400.00             (3)                 Group I-3
       II-A-1           $ 278,568,650.00             (4)                 Group II
       I-B-1            $   5,777,500.00             (5)                 Group I
       I-B-2            $   4,126,600.00             (5)                 Group I
       I-B-3            $   3,301,500.00             (5)                 Group I
       I-B-4            $   1,100,400.00             (5)                 Group I
       I-B-5            $   1,100,400.00             (5)                 Group I
       I-B-6            $   1,100,647.69             (5)                 Group I
       II-B-1           $   4,008,200.00             (4)                 Group II
       II-B-2           $   1,431,500.00             (4)                 Group II
       II-B-3           $   1,002,000.00             (4)                 Group II
       II-B-4           $     429,500.00             (4)                 Group II
       II-B-5           $     429,400.00             (4)                 Group II
       II-B-6           $     429,534.60             (4)                 Group II
        MT-R            $          50.00             (4)                 Group II
    Class R-III         $          50.00             (4)                 Group II
</TABLE>

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

(1)      A variable Pass-Through Rate equal to the weighted average of the
         Pass-Through Rate on REMIC I Regular Interest I-1B, weighted on the
         basis of the Uncertificated Principal Balance of such REMIC I Regular
         Interest immediately preceding the related Distribution Date.

(2)      A variable Pass-Through Rate equal to the weighted average of the
         Pass-Through Rate on REMIC I Regular Interest I-2B, weighted on the
         basis of the Uncertificated Principal Balance of such REMIC I Regular
         Interest immediately preceding the related Distribution Date.

(3)      A variable Pass-Through Rate equal to the weighted average of the
         Pass-Through Rate on REMIC I Regular Interest I-3B, weighted on the
         basis of the Uncertificated Principal Balance of such REMIC I Regular
         Interest immediately preceding the related Distribution Date.

(4)      A variable Pass-Through Rate equal to the weighted average of the
         Pass-Through Rate on REMIC II Regular Interest II, weighted on the
         basis of the Uncertificated Principal Balance of such REMIC II Regular
         Interest immediately preceding the related Distribution Date.

(5)      A variable Pass-Through Rate equal to the weighted average of the
         Pass-Through Rates on REMIC I Regular Interests I-1A, I-2A and I-3A,
         weighted on the basis of the Uncertificated Principal Balance of each
         such REMIC I Regular Interest immediately preceding the related
         Distribution Date, provided that for purposes of such weighted average,
         the Pass-Through Rate of each such REMIC I Regular Interest shall be
         subject to a cap and a floor equal to the Pass-Through Rate of the
         REMIC I Regular Interest from the related Group ending with the
         designation "B".



                                      -75-

<PAGE>



         Principal shall be payable to, and shortfalls, losses and prepayments
are allocable to, the REMIC III Regular Interests as such amounts are payable
and allocable to the Corresponding Class of Certificates. Interest shall be
payable to the REMIC III Regular Interests at the Pass- Through Rate for each
such REMIC III Regular Interest on each such REMIC III Regular Interest's
Uncertificated Principal Balance.

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


             Designation        Initial Principal         Pass-Through Rate
             -----------        -----------------         -----------------
                I-A-1             $164,361,700.00                 (1)
                I-A-2             $298,960,900.00                 (2)
                I-X-2             $298,960,900.00(3)              (4)
                I-A-3             $ 70,399,400.00                 (5)
                I-X-3             $ 70,399,400.00(3)              (6)
               II-A-1             $278,568,650.00                 (7)
                 R-I              $        50.00                  (8)
                R-II              $        50.00                  (7)
                R-III             $        50.00                  (7)
                R-IV              $        50.00                  (7)
                I-B-1             $ 5,777,500.00                  (9)
                I-B-2             $ 4,126,600.00                  (9)
                I-B-3             $ 3,301,500.00                  (9)
                I-B-4             $ 1,100,400.00                  (9)
                I-B-5             $ 1,100,400.00                  (9)
                I-B-6             $ 1,100,647.69                  (9)
               II-B-1             $ 4,008,200.00                  (7)
               II-B-2             $ 1,431,500.00                  (7)
               II-B-3             $ 1,002,000.00                  (7)
               II-B-4             $   429,500.00                  (7)
               II-B-5             $   429,400.00                  (7)
               II-B-6             $   429,534.60                  (7)

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

         (1) The Class I-A-1 Certificates will bear interest at a variable
pass-through rate equal to the weighted average of the Net Rates of the Group
I-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; provided that, on such
Distribution Dates, for federal income tax purposes the Class I-A-1 Certificates
will bear interest at a rate equivalent to the foregoing, expressed as the
weighted average of the Pass- Through Rate on REMIC III Regular Interest I-A-1,
weighted on the basis of the Uncertificated Principal balance of such REMIC III
Regular Interest immediately preceding the related Distribution Date. The
pass-through rate with respect to the first Interest Accrual Period is 4.558%
per annum.

         (2) On or prior to the Distribution Date in June 2008, the Class I-A-2
Certificates will bear interest at a variable pass-through rate equal to the
weighted average of the Net Rates of the Group I-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 0.467% per annum;


                                      -76-

<PAGE>



provided that, on such Distribution Dates, for federal income tax purposes the
Class I-A-2 Certificates will bear interest at a rate equivalent to the
foregoing, expressed as the weighted average of the Pass-Through Rate on REMIC
III Regular Interest I-A-2, weighted on the basis of the Uncertificated
Principal balance of such REMIC III Regular Interest immediately preceding the
related Distribution Date minus 0.467% per annum. After the Distribution Date in
June 2008, the Class I-A-2 Certificates will bear interest at a variable
pass-through rate equal to the weighted average of the Net Rates of the Group
I-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; provided that on such
Distribution Dates, for federal income tax purposes the Class I-A-2 Certificates
will bear interest at a rate equivalent to the foregoing, expressed as the
weighted average of the Pass-Through Rate on REMIC III Regular Interest I-A-2,
weighted on the basis of the Uncertificated Principal balance of such REMIC III
Regular Interest immediately preceding the related Distribution Date. The
pass-through rate with respect to the first Interest Accrual Period is 4.080%
per annum.

         (3) As described in the definition of Notional Amount herein.

         (4) On or prior to the Distribution Date in June 2008, the Class I-X-2
Certificates will bear interest at fixed a pass-through rate equal to 0.467% per
annum. After the Distribution Date in June 2008, the Class I-X-2 Certificates
will not bear any interest.

         (5) On or prior to the Distribution Date in May 2010, the Class I-A-3
Certificates will bear interest at a variable pass-through rate equal to the
weighted average of the Net Rates of the Group I-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 0.204% per annum; provided that, on such Distribution
Dates, for federal income tax purposes the Class I-A-3 Certificates will bear
interest at a rate equivalent to the foregoing, expressed as the weighted
average of the Pass-Through Rate on REMIC III Regular Interest I-A-3, weighted
on the basis of the Uncertificated Principal balance of such REMIC III Regular
Interest immediately preceding the related Distribution Date minus 0.204% per
annum. After the Distribution Date in May 2010, the Class I-A-3 Certificates
will bear interest at a variable pass-through rate equal to the weighted average
of the Net Rates of the Group I-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;
provided that on such Distribution Dates, for federal income tax purposes the
Class I-A-3 Certificates will bear interest at a rate equivalent to the
foregoing, expressed as the weighted average of the Pass-Through Rate on REMIC
III Regular Interest I-A-3, weighted on the basis of the Uncertificated
Principal balance of such REMIC III Regular Interest immediately preceding the
related Distribution Date. The pass-through rate with respect to the first
Interest Accrual Period is 4.707% per annum.

         (6) On or prior to the Distribution Date in May 2010, the Class I-X-3
Certificates will bear interest at a fixed pass-through rate equal to 0.204% per
annum. After the Distribution Date in May 2010, the Class I-X-3 Certificates
will not bear any interest.

         (7) The Class II-A-1, Class R-II, Class R-III, Class R-IV, Class
II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6
Certificates will each bear interest at a variable pass-through rate equal to
the weighted average of the Net Rates of the Group II 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; provided that, on such Distribution Dates, for
federal income tax purposes the Class II-A-1, Class R-II, Class R-III, Class
R-IV, Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II- B-5 and
Class II-B-6 Certificates will bear interest at a rate equivalent to the
foregoing, expressed as the weighted average of the Pass-Through Rates on REMIC
III Regular Interests II-A-1, II-B-1, II-B-2, II-B-3, II-B-4, II-B-5 and II-B-6,
weighted on the basis of such REMIC III Regular Interests' Uncertificated
Principal Balance, immediately preceding the related Distribution Date. The
pass-through rate with respect to the first Interest Accrual Period is 4.886%
per annum.

         (8) The Class R-I Certificate is not entitled to distributions of
interest.



                                      -77-

<PAGE>



         (9) The Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5
and Class I-B-6 Certificates will bear interest at a variable pass-through rate
equal to the weighted average of the Net Rates of the Group I-1, Group I-2 and
Group I-3 Mortgage Loans, weighted in proportion to the results of subtracting
from the aggregate principal balance of each such Loan Group, the Current
Principal Amount of the related Class or Classes of Senior Certificates;
provided that for federal income tax purposes such Certificates will bear
interest at a rate equivalent to the foregoing, expressed as the weighted
average of the Pass-Through Rates on REMIC III Regular Interests I-B-1, I- B-2,
I-B-3, I-B-4, I-B-5 and I-B-6, weighted on the basis of the Uncertificated
Principal balance of each such REMIC III Regular Interest immediately preceding
the related Distribution Date. The pass-through rate with respect to the first
Interest Accrual Period is 4.599% per annum.

         (d) 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, REMIC II Regular Interests, the REMIC III Regular Interests and the
Certificates.

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

         (f) 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 Depositor. 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 Depositor 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.

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


                                      -78-

<PAGE>



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 shall be
issued in certificated fully-registered form in minimum dollar denominations of
$25,000 and integral multiples of $1.00 in excess thereof, except that one
Private Certificate of each Class may be issued in a different amount so that
the sum of the denominations of all outstanding Private Certificates of such
Class shall equal the Current Principal Amount of such Class on the Closing
Date. The Residual Certificates shall each be issued in certificated
fully-registered form, each, in the denomination of $50. 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 Depositor to the Depository or pursuant to the Depository's
instructions, shall be delivered by the Depositor 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.

         (h) 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.

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

         (j) 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.

         (k) 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


                                      -79-

<PAGE>



Agreement or in the administration of any Trust established hereby shall be
resolved in a manner that preserves the validity of such elections.

         (l) The following legend shall be placed on the Residual Certificates,
whether upon original issuance or upon issuance of any other Certificate of any
such Class in exchange therefor or upon transfer thereof:

         THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON
         BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
         WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
         ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE
         OF 1986, AS AMENDED, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE
         TRUSTEE WITH AN OPINION OF COUNSEL ADDRESSED TO THE TRUSTEE, MASTER
         SERVICER AND SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY THAT
         IS SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF CERTIFICATES ON
         BEHALF OF SUCH PERSON WILL NOT RESULT IN OR CONSTITUTE A NONEXEMPT
         PROHIBITED TRANSACTION, IS PERMISSIBLE UNDER APPLICABLE LAW AND WILL
         NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE
         DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE
         TRUSTEE.

The following legend shall be placed upon the Private Certificates, whether upon
original issuance or upon issuance of any other Certificate of any such Class in
exchange therefor or upon transfer thereof:

         THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON
BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED,
UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND
HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND 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 OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED
REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR
UNLESS THE OPINION SPECIFIED IN SECTION 5.07 OF THE AGREEMENT IS PROVIDED.



                                      -80-

<PAGE>



         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 addressed to the Trustee to the effect that the delivery of
         (x) and (y) above are not sufficient to confirm that the proposed
         transfer is being made pursuant to an exemption from, or in a
         transaction not subject to, the registration requirements of the
         Securities Act and other applicable laws, the Trustee shall as a
         condition of the registration of any such transfer require the
         transferor to furnish such other certifications, legal opinions or
         other information prior to registering the transfer of an Individual
         Certificate as shall be set forth in such Opinion of Counsel.

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

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



                                      -81-

<PAGE>



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

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

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

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

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

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

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

         (f) (i) Upon acceptance for exchange or transfer of an Individual
Certificate of a Class for a beneficial interest in a Global Certificate of such
Class as provided herein, the Trustee shall cancel such Individual Certificate
and shall (or shall request the Depository to) endorse on the schedule affixed
to the applicable Global Certificate (or on a continuation of such schedule
affixed to the Global Certificate and made a part thereof) or otherwise make in
its books and records an appropriate notation evidencing the date of such
exchange or transfer and an increase


                                      -82-

<PAGE>



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(g) 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
the Corporate Trust Office, sign, countersign and deliver at the 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 the Corporate Trust Office; 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
Depositor as indicated to the Trustee in writing. Whenever any Certificates are
so surrendered for exchange, the Trustee shall sign and countersign and the
Trustee shall deliver the Certificates which the Certificateholder making the
exchange is entitled to receive.


                                      -83-

<PAGE>




         (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 Depositor, the Trustee and any
agent of the Depositor 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 Depositor, the Trustee nor any agent of the Depositor 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.



                                      -84-

<PAGE>



         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 Depositor. As a
prerequisite to such consent, the proposed transferee must provide the Tax
Matters Person, the Depositor and the Trustee with an affidavit that the
proposed transferee is a Permitted Transferee (and 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 Depositor 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 Depositor 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 Depositor, 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 Depositor 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) 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 Securities Administrator to act as
its agent with respect to all matters concerning the tax obligations of the
Trust.


                                      -85-

<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 Depositor) 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 addressed to the
Trustee 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 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 or Section 4975 of
the Code, unless the proposed transferee provides either (i) the Trustee, with
an Opinion of Counsel addressed to the Trustee, the Master Servicer and the
Securities Administrator (upon which they may rely) which is satisfactory to the
Trustee, which opinion will not be at the expense of the Trustee, the Master
Servicer or the Securities Administrator, 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 nonexempt prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Depositor, the Master
Servicer, the Securities Administrator or the Trustee to any obligation in
addition to those undertaken in the Agreement or (ii) in the case of the Class
I-B-4, Class I-B-5, Class I-B-6, Class II-B-4, Class II- B-5 and Class II-B-6
Certificates, a representation or certification to the Trustee (upon which the
Trustee is authorized to rely) to the effect that the proposed transfer and
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 Depositor,
the


                                      -86-

<PAGE>



Securities Administrator, 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, by acquisition of such Certificate, shall be deemed to have
represented to the Trustee that in the case of the Class I-B-4, Class I-B-5,
Class I-B-6, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, 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 or Section 4975 of the Code, or (ii) the
transfer and holding of an interest in such Certificate to that Person and the
subsequent servicing, management and 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 Depositor, the Securities Administrator, the Master Servicer or the
Trustee to any obligation in addition to those undertaken in the Agreement.

         (c) Each beneficial owner of a Class I-B-1, Class I-B-2, Class I-B-3,
Class II-B-1, Class II-B-2 or Class II-B-3 Certificate or any interest therein
shall be deemed to have represented, by virtue of its acquisition or holding of
that certificate or interest therein, that either (i) it is not a Plan or
investing with "Plan Assets", (ii) it has acquired and is holding such
certificate in reliance on Prohibited Transaction Exemption 90-30, as amended
from time to time (the "Exemption"), and that it understands that there are
certain conditions to the availability of the Exemption, including that the
certificate must be rated, at the time of purchase, not lower than "BBB-" (or
its equivalent) by S&P or Moody's Investors Service, Inc., and the certificate
is so rated or (iii) (1) it is an insurance company, (2) the source of funds
used to acquire or hold the certificate or interest therein is an "insurance
company general account," as such term is defined in Prohibited Transaction
Class Exemption ("PTCE") 95-60, and (3) the conditions in Sections I and III of
PTCE 95-60 have been satisfied.

         (d) Neither the Trustee, the Master Servicer nor the Securities
Administrator will 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 Securities
Administrator and the Master Servicer from and against any and all liabilities,
claims, costs or expenses incurred by the Trustee, the Securities Administrator
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.



                                      -87-

<PAGE>



         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 Depositor 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 Depositor 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.



                                      -88-

<PAGE>



                                   ARTICLE VI
                         Payments to Certificateholders

         Section 6.01 DISTRIBUTIONS ON THE CERTIFICATES. (a) Interest and
principal (as applicable) on the Certificates (other than the Class R-I
Certificate) will be distributed monthly on each Distribution Date, commencing
in August 2003, in an amount equal to the Available Funds on deposit in the
Distribution Account for such Distribution Date. In addition, on the
Distribution Date occurring in August 2003, the Class R-I Deposit will be
distributed to the Holder of the Class R-I Certificate. On each Distribution
Date, the Available Funds on deposit in the Distribution Account shall be
distributed as follows:

         (i) With respect to the Group I Certificates:

                  (A) on each Distribution Date, the Group I-1 Available Funds
                  will be distributed to the Group I-1 Senior Certificates as
                  follows:

                           FIRST, to the Class I-A-1 Certificates, the Accrued
                           Certificate Interest on such Class for such
                           Distribution Date. As described below, Accrued
                           Certificate Interest on the Class I-A-1 Certificates
                           is subject to reduction in the event of certain Net
                           Interest Shortfalls allocable thereto;

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

                           THIRD, to the Class I-A-1 Certificates, in reduction
                           of the Current Principal Amount thereof, the Group
                           I-1 Senior Optimal Principal Amount for such
                           Distribution Date to the extent of remaining Group
                           I-1 Available Funds, until the Current Principal
                           Amount of such Class has been reduced to zero.

                  (B) on each Distribution Date, the Group I-2 Available Funds
                  will be distributed to the Group I-2 Senior Certificates as
                  follows:

                           FIRST, to the Class I-A-2 Certificates and Class
                           I-X-2 Certificates, on a pro rata basis, the Accrued
                           Certificate Interest on such Classes for such
                           Distribution Date. As described below, Accrued
                           Certificate Interest on the Class I-A-2 Certificates
                           and Class I-X-2 Certificates is subject to reduction
                           in the event of certain Net Interest Shortfalls
                           allocable thereto;

                           SECOND, to the Class I-A-2 Certificates and Class
                           I-X-2 Certificates, on a pro rata basis, any Accrued
                           Certificate Interest thereon remaining undistributed
                           from previous Distribution Dates, to the extent of
                           remaining Group I-2 Available Funds; and

                           THIRD, to the Class I-A-2 Certificates, in reduction
                           of the Current Principal Amount thereof, the Group
                           I-2 Senior Optimal Principal Amount for such


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<PAGE>



                           Distribution Date to the extent of remaining Group
                           I-2 Available Funds, until the Current Principal
                           Amount of such Class has been reduced to zero.

                  (C) on each Distribution Date, the Group I-3 Available Funds
                  will be distributed to the Group I-3 Senior Certificates as
                  follows:

                           FIRST, to the Class I-A-3 Certificates and Class
                           I-X-3 Certificates, on a pro rata basis, the Accrued
                           Certificate Interest on such Classes for such
                           Distribution Date. As described below, Accrued
                           Certificate Interest on the Class I-A-3 Certificates
                           and Class I-X-3 Certificates is subject to reduction
                           in the event of certain Net Interest Shortfalls
                           allocable thereto;

                           SECOND, to the Class I-A-3 Certificates and Class
                           I-X-3 Certificates, on a pro rata basis, any Accrued
                           Certificate Interest thereon remaining undistributed
                           from previous Distribution Dates, to the extent of
                           remaining Group I-3 Available Funds; and

                           THIRD, to the Class I-A-3 Certificates, in reduction
                           of the Current Principal Amount thereof, the Group
                           I-3 Senior Optimal Principal Amount for such
                           Distribution Date to the extent of remaining Group
                           I-3 Available Funds, until the Current Principal
                           Amount of such Class has been reduced to zero.

                  (D) Except as provided in clauses (E) and (F) below, on each
                  Distribution Date on or prior to the Group I Cross-Over Date,
                  an amount equal to the sum of any remaining Group I-1, Group
                  I-2 and Group I-3 Available Funds after the distributions in
                  clauses (A), (B) and (C) above will be distributed
                  sequentially, in the following order, to the Class I-B-1,
                  Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5 and Class
                  I-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 Group I-1, Group I-2 and Group I-3 Available
                  Funds.

                  (E) On each Distribution Date prior to the Group I Cross-Over
                  Date, but after the reduction of the Current Principal Amount
                  of the Group I-1, Group I-2 or Group I-3 Senior Certificates
                  to zero, the remaining Class or Classes of Group I Senior
                  Certificates (other than the Interest Only 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 Group I
                  Senior Certificates' respective Loan Group allocated to such
                  Group I Senior Certificates, 100% of the Principal Prepayments
                  on any Mortgage Loan in the Loan Group relating to the fully
                  repaid Class or Classes of Group I Senior Certificates;
                  provided, however, that if (a) the weighted average of the
                  Group I Subordinate Percentages on such Distribution Date
                  equals or exceeds two times the initial


                                      -90-

<PAGE>



                  weighted average of the Group I Subordinate Percentages and
                  (b) the aggregate Scheduled Principal Balance of the Group I
                  Mortgage Loans delinquent 60 days or more (including for this
                  purpose any such Group I Mortgage Loans in foreclosure and
                  Group I 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
                  Current Principal Amount of the Group I Subordinate
                  Certificates does not exceed 100%, then the additional
                  allocation of Principal Prepayments to the Group I Senior
                  Certificates in accordance with this clause (E) will not be
                  made and 100% of the Principal Prepayments on any Mortgage
                  Loan in the Loan Group relating to the fully repaid Class or
                  Classes of Group I Senior Certificates will be allocated to
                  the Group I Subordinate Certificates.

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

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

                  (H) On each Distribution Date, any Group I-1, Group I-2 or
                  Group I-3 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


                                      -91-

<PAGE>



                  R-IV Certificates; provided that if on any Distribution Date
                  there are any Group I- 1, Group I-2 or Group I-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 Group I
                  Senior Certificates, pro rata, based upon their Current
                  Principal Amounts, until all amounts due to all Classes of
                  Group I Senior Certificates have been paid in full, before any
                  amounts are distributed to the Class R-IV Certificates.

         (ii) With respect to the Group II Certificates:

                  (A) on each Distribution Date, the Group II Available Funds
                  will be distributed to the Group II Senior Certificates as
                  follows:

                                    FIRST, to the Class II-A-1, Class R-II,
                           Class R-III and Class R-IV Certificates, on a pro
                           rata basis, the Accrued Certificate Interest on such
                           Classes for such Distribution Date. As described
                           below, Accrued Certificate Interest on the Class
                           II-A-1, Class R-II, Class R-III and Class R-IV
                           Certificates is subject to reduction in the event of
                           certain Net Interest Shortfalls allocable thereto;

                                    SECOND, to the Class II-A-1, Class R-II,
                           Class R-III and Class R-IV Certificates, on a pro
                           rata basis, any Accrued Certificate Interest thereon
                           remaining undistributed from previous Distribution
                           Dates, to the extent of remaining Group II Available
                           Funds; and

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

                  (B) On each Distribution Date on or prior to the Group II
                  Cross-Over Date, an amount equal to the sum of the remaining
                  Group II Available Funds after the distributions in clause (A)
                  above will be distributed sequentially, in the following
                  order, to the Class II-B-1, Class II-B-2, Class II-B-3, Class
                  II-B-4, Class II-B-5 and Class II-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 the sum of the remaining Group II
                  Available Funds.

                  (C) If, after distributions have been made pursuant to
                  priorities FIRST and SECOND of clause (a)(ii)(A) above on any
                  Distribution Date, the remaining Group II Available Funds are
                  less than the Group II Senior Optimal Principal Amount, such


                                      -92-

<PAGE>



                  amount shall be reduced, and such remaining funds will be
                  distributed on the Group II Senior Certificates on the basis
                  of such reduced amount.

                  (D) On each Distribution Date, any Group II 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-IV Certificates.

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

         (c) 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.

         (d) 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 Shortfalls 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 Shortfalls 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.

         (e) 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, based on information provided by the related Servicer.
         (b) With respect to any Group I Certificates (other than the Interest
Only Certificates) on any Distribution Date, the principal portion of each
Realized Loss on a Group I Mortgage Loan shall be allocated as follows:

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



                                      -93-

<PAGE>



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

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

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

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

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

                  seventh, if such loss is on a (x) Group I-1 Mortgage Loan, to
         the Group I-1 Senior Certificates and the Class R-I Certificate pro
         rata based upon their respective Current Principal Amounts, until the
         Current Principal Amounts thereof have been reduced to zero, (y) Group
         I-2 Mortgage Loan, to the Group I-2 Senior Certificates (other than the
         Interest Only Certificates) until the Current Principal Amount thereof
         has been reduced to zero and (z) Group I-3 Mortgage Loan, to the Group
         I-3 Senior Certificates (other than the Interest Only Certificates)
         until the Current Principal Amount thereof has been reduced to zero;
         and

                  eighth, to the Group I Senior Certificates (other than the
         Interest Only Certificates), on a pro rata basis.

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

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

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

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

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

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



                                      -94-

<PAGE>



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

                  seventh, to the Group II Senior Certificates until the Current
         Principal Amount thereof has been reduced to zero.

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

         (e) Notwithstanding the foregoing clauses (b) and (c), any Special
Hazard Loss allocable to the Group I Senior Certificates or Group II Senior
Certificates pursuant to clauses (b) or (c) above after the Group I Cross-Over
Date or Group II Cross-Over Date, respectively, shall be allocated to such
Senior Certificates and the most subordinate Class or Classes of Group II
Subordinate Certificates and Group I Subordinate Certificates, respectively, on
a pro rata basis, based on the Current Principal Amounts of such Certificates,
in reduction of the Current Principal Amounts thereof until reduced to zero,
with any such loss allocable to the related Subordinate Certificates allocated
in the order described in clause (b) or (c) above, as applicable.

         (f) Any Realized Losses allocated to a Class of Certificates shall be
allocated among the Certificates of such Class (other than the Interest Only
Certificates) 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.

         (g) 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.

         (h) On each Distribution Date, the Securities Administrator shall
determine and notify the Trustee of the Group I Subordinate Certificate
Writedown Amount and the Group II Subordinate Certificate Writedown Amount. Any
Group I Subordinate Certificate Writedown Amount shall effect a corresponding
reduction in the Current Principal Amount of (i) if prior to the Group I
Cross-Over Date, the Current Principal Amounts of the Group I Subordinate


                                      -95-

<PAGE>



Certificates, in the reverse order of their numerical Class designations and
(ii) from and after the Group I Cross-Over Date, the Group I Senior Certificates
and the Class R-I Certificate, in accordance with priorities set forth in clause
(b) above, which reduction shall occur on such Distribution Date after giving
effect to distributions made on such Distribution Date. Any Group II Subordinate
Certificate Writedown Amount shall effect a corresponding reduction in the
Current Principal Amount of (i) if prior to the Group II Cross-Over Date, the
Current Principal Amounts of the Group II Subordinate Certificates, in the
reverse order of their numerical Class designations and (ii) from and after the
Group II Cross-Over Date, the Group II Senior Certificates, which reduction
shall occur on such Distribution Date after giving effect to distributions made
on such Distribution Date.

         (i) Any Net Interest Shortfall will be allocated among the Classes of
Certificates (other than the Class R-I Certificate) 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 Group I Mortgage Loans or Group II Mortgage Loans occurring on or prior to
the Group I Cross-Over Date or Group II Cross-Over Date, respectively, will not
be allocated among any Certificates, but will reduce the amount of Group I
Available Funds or Group II Available Funds, respectively, on the related
Distribution Date. As a result of the subordination of the Group I Subordinate
Certificates and Group II Subordinate Certificates in right of distribution,
such Realized Losses on the Group I Mortgage Loans and Group II Mortgage Loans
will be borne by the Group I Subordinate Certificates and Group II Subordinate
Certificates, respectively, in inverse order of their numerical Class
designations. Following the Group I Cross- Over Date, the interest portion of
Realized Losses on the Group I Mortgage Loans will be allocated to the Group I
Senior Certificates. Following the Group II Cross-Over Date, the interest
portion of Realized Losses on the Group II Mortgage Loans will be allocated to
the Group II 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 as of the immediately 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 Securities Administrator. The Securities
Administrator shall calculate the amount to be distributed to each Class and,
based on such amounts, the Securities Administrator shall determine the amount
to be distributed to each Certificateholder. All of the Securities
Administrator's calculations of payments shall be based solely on information
provided to the Securities Administrator by the Master Servicer. Neither the
Securities Administrator nor the Trustee shall 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


                                      -96-

<PAGE>



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 Securities Administrator shall make
available to the parties hereto and each Certificateholder via the Securities
Administrator'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, 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;

                  (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 Servicer 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 and the amount and source (separately identified) of any
         distribution in respect thereof included in such distribution;

                  (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


                                      -97-

<PAGE>



         Net Liquidation Proceeds with respect to such Mortgage Loan and (iv)
         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;

                  (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 and aggregate
         Outstanding 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 Securities Administrator 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; and

                  (xviii) the Average Loss Severity Percentage for each Loan
         Group;

                  (xix) any Diverted Amount for such Distribution Date; and

                  (xx) the then applicable Group I-1, Group I-2, Group I-3 and
         Group II Senior Percentage, Group I-1, Group I-2, Group I-3 and Group
         II Senior Prepayment Percentage, Group I-1, Group I-2, Group I-3 and
         Group II Subordinate Percentage and Group I-1, Group I-2, Group I-3 and
         Group II Subordinate Prepayment Percentage.


                                      -98-

<PAGE>




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

         The Securities Administrator may make available each month, to any
interested party , the monthly statement to Certificateholders via the
Securities Administrator's website initially located at "www.ctslink.com."
Assistance in using the website can be obtained by calling the Securities
Administrator's customer service desk at (301) 815-6600. 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 Securities Administrator's customer
service desk and indicating such. The Securities Administrator 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
Securities Administrator shall provide timely and adequate notification to all
parties regarding any such change.

         To the extent timely received from the Securities Administrator, the
Trustee will also make monthly statements available each month to
Certificateholders via the Trustee's internet website. The Trustee's internet
website will initially be located at www.jpmorgan.com/sfr. Assistance in using
the Trustee's website service can be obtained by calling the Trustee's customer
service desk at (877) 722-1095.

         (b) By April 30 of each year beginning in 2004, 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 Securities Administrator may determine and advises
the Trustee to be necessary and/or to be required by the Internal Revenue
Service or by a federal or state law or rules or regulations to enable such
Holders to prepare their tax returns for such calendar year. Such obligations
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Securities Administrator or the
Trustee pursuant to the requirements of the Code.

         Section 6.05 MONTHLY ADVANCES. If the Scheduled Payment on a Mortgage
Loan that was due on a related Due Date is delinquent other than as a result of
application of the Relief Act and for which the related Servicer was required to
make an advance pursuant to the related Servicing Agreement exceeds the amount
deposited in the Master Servicer Collection Account which will be used for an
advance with respect to such Mortgage Loan, the Master Servicer will deposit in
the Master Servicer Collection Account not later than the Distribution Account
Deposit Date immediately preceding the related Distribution Date an amount equal
to such deficiency, net of the Servicing Fee for such Mortgage Loan except to
the extent the Master Servicer determines any such advance to be a
Nonrecoverable Advance. Subject to the foregoing, the Master Servicer shall
continue to make such advances through the date that the related Servicer is
required to do so under its Servicing Agreement. If the Master Servicer deems an


                                      -99-

<PAGE>



advance to be a Nonrecoverable Advance, on the Distribution Account Deposit
Date, the Master Servicer shall present an Officer's Certificate to the Trustee
(i) stating that the Master Servicer elects not to make a Monthly Advance in a
stated amount and (ii) detailing the reason it deems the advance to be a
Nonrecoverable Advance.

         Section 6.06 COMPENSATING INTEREST PAYMENTS. The Master Servicer shall
deposit in the Master Servicer Collection Account not later than each
Distribution Account Deposit Date an amount equal to the lesser of (i) the sum
of the aggregate amounts required to be paid by the Servicers under the
Servicing Agreements with respect to subclauses (a) and (b) of the definition of
Interest Shortfall with respect to the Mortgage Loans for the related
Distribution Date, and not so paid by the related Servicers and (ii) the Master
Servicer Compensation for such Distribution Date (such amount, the "Compensating
Interest Payment"). The Master Servicer shall not be entitled to any
reimbursement of any Compensating Interest Payment.


                                      -100-

<PAGE>



                                   ARTICLE VII
                               The Master Servicer

         Section 7.01 LIABILITIES OF THE MASTER SERVICER. The Master Servicer
shall be liable in accordance herewith only to the extent of the obligations
specifically imposed upon and undertaken by it herein.

         Section 7.02 MERGER OR CONSOLIDATION OF THE MASTER SERVICER.

         (a) The Master Servicer will keep in full force and effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation, and will obtain and preserve its qualification to do business
as a foreign corporation in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its duties under
this Agreement.

         (b) Any Person into which the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Master Servicer shall be a party, or any Person succeeding to the
business of the Master Servicer, shall be the successor of the Master Servicer
hereunder, without the execution or filing of any paper or further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding.

         Section 7.03 INDEMNIFICATION OF THE TRUSTEE, THE MASTER SERVICER AND
THE SECURITIES ADMINISTRATOR. (a) The Master Servicer agrees to indemnify the
Indemnified Persons for, and to hold them harmless against, any loss, liability
or expense (including reasonable legal fees and disbursements of counsel)
incurred on their part that may be sustained in connection with, arising out of,
or relating to, any claim or legal action (including any pending or threatened
claim or legal action) relating to this Agreement, the Servicing Agreements, the
Assignment Agreements or the Certificates or the powers of attorney delivered by
the Trustee hereunder (i) related to the Master Servicer's failure to perform
its duties in compliance with this Agreement (except as any such loss, liability
or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii)
incurred by reason of the Master Servicer's willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder, provided, in each case, that with
respect to any such claim or legal action (or pending or threatened claim or
legal action), the Trustee shall have given the Master Servicer and the
Depositor written notice thereof promptly after the Trustee shall have with
respect to such claim or legal action knowledge thereof. The Master Servicer's
failure to receive any such notice shall not affect the Trustee's right to
indemnification hereunder, except to the extent the Master Servicer is
materially prejudiced by such failure to give notice. This indemnity shall
survive the resignation or removal of the Trustee, Master Servicer or the
Securities Administrator and the termination of this Agreement.

         (b) The Depositor will indemnify any Indemnified Person for any loss,
liability or expense of any Indemnified Person not otherwise covered by the
Master Servicer's indemnification pursuant to Subsection (a) above.



                                      -101-

<PAGE>



         Section 7.04 LIMITATIONS ON LIABILITY OF THE MASTER SERVICER AND
OTHERS. Subject to the obligation of the Master Servicer to indemnify the
Indemnified Persons pursuant to Section 7.03:

         (a) Neither the Master Servicer nor any of the directors, officers,
employees or agents of the Master Servicer shall be under any liability to the
Indemnified Persons, the Depositor, the Trust Fund or the Certificateholders for
taking any action or for refraining from taking any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Master Servicer or any such Person against
any breach of warranties or representations made herein or any liability which
would otherwise be imposed by reason of such Person's willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder.

         (b) The Master Servicer and any director, officer, employee or agent of
the Master Servicer may rely in good faith on any document of any kind prima
facie properly executed and submitted by any Person respecting any matters
arising hereunder.

         (c) The Master Servicer, the Custodian and any director, officer,
employee or agent of the Master Servicer or the Custodian shall be indemnified
by the Trust and held harmless thereby against any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on their
part that may be sustained in connection with, arising out of, or related to,
any claim or legal action (including any pending or threatened claim or legal
action) relating to this Agreement, the Certificates or any Servicing Agreement
(except to the extent that the Master Servicer is indemnified by the Servicer
thereunder), other than (i) any such loss, liability or expense related to the
Master Servicer's failure to perform its duties in compliance with this
Agreement (except as any such loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement), or to the Custodian's failure to
perform its duties under the Custodial Agreement, respectively, or (ii) any such
loss, liability or expense incurred by reason of the Master Servicer's or the
Custodian's willful misfeasance, bad faith or gross negligence in the
performance of duties hereunder or under the Custodial Agreement, as applicable,
or by reason of reckless disregard of obligations and duties hereunder or under
the Custodial Agreement, as applicable.

         (d) The Master Servicer shall not be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to its duties under
this Agreement and that in its opinion may involve it in any expense or
liability; provided, however, the Master Servicer may in its discretion, with
the consent of the Trustee (which consent shall not be unreasonably withheld),
undertake any such action which it may deem necessary or desirable with respect
to this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, the legal expenses
and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund, and the Master Servicer shall
be entitled to be reimbursed therefor out of the Master Servicer Collection
Account as provided by Section 4.03. Nothing in this Subsection 7.04(d) shall
affect the Master Servicer's obligation to supervise, or to take such actions as
are necessary to ensure, the servicing and administration of the Mortgage Loans
pursuant to Subsection 3.01(a).



                                      -102-

<PAGE>



         (e) In taking or recommending any course of action pursuant to this
Agreement, unless specifically required to do so pursuant to this Agreement, the
Master Servicer shall not be required to investigate or make recommendations
concerning potential liabilities which the Trust might incur as a result of such
course of action by reason of the condition of the Mortgaged Properties but
shall give notice to the Trustee if it has notice of such potential liabilities.

         (f) The Master Servicer shall not be liable for any acts or omissions
of any Servicer, except as otherwise expressly provided herein.

         Section 7.05 MASTER SERVICER NOT TO RESIGN. Except as provided in
Section 7.07, the Master Servicer shall not resign from the obligations and
duties hereby imposed on it except upon a determination that any such duties
hereunder are no longer permissible under applicable law and such
impermissibility cannot be cured. Any such determination permitting the
resignation of the Master Servicer shall be evidenced by an Opinion of
Independent Counsel addressed to the Trustee to such effect delivered to the
Trustee. No such resignation by the Master Servicer shall become effective until
the Company or the Trustee or a successor to the Master Servicer reasonably
satisfactory to the Trustee shall have assumed the responsibilities and
obligations of the Master Servicer in accordance with Section 8.02 hereof. The
Trustee shall notify the Rating Agencies of the resignation of the Master
Servicer.

         Section 7.06 SUCCESSOR MASTER SERVICER. In connection with the
appointment of any successor master servicer or the assumption of the duties of
the Master Servicer, the Company or the Trustee may make such arrangements for
the compensation of such successor master servicer out of payments on the
Mortgage Loans as the Company or the Trustee and such successor master servicer
shall agree. If the successor master servicer does not agree that such market
value is a fair price, such successor master servicer shall obtain two
quotations of market value from third parties actively engaged in the servicing
of single-family mortgage loans. Notwithstanding the foregoing, the compensation
payable to a successor master servicer may not exceed the compensation which the
Master Servicer would have been entitled to retain if the Master Servicer had
continued to act as Master Servicer hereunder.

         Section 7.07 SALE AND ASSIGNMENT OF MASTER SERVICING. The Master
Servicer may sell and assign its rights and delegate its duties and obligations
in its entirety as Master Servicer under this Agreement and the Company may
terminate the Master Servicer without cause and select a new Master Servicer;
provided, however, that: (i) the purchaser or transferee accepting such
assignment and delegation (a) shall be a Person which shall be qualified to
service mortgage loans for Fannie Mae or Freddie Mac; (b) shall have a net worth
of not less than $10,000,000 (unless otherwise approved by each Rating Agency
pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the
Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute
and deliver to the Trustee an agreement, in form and substance reasonably
satisfactory to the Trustee, which contains an assumption by such Person of the
due and punctual performance and observance of each covenant and condition to be
performed or observed by it as master servicer under this Agreement, any
custodial agreement from and after the effective date of such agreement; (ii)
each Rating Agency shall be given prior written notice of the identity of the
proposed successor to the Master Servicer and each Rating Agency's rating of the
Certificates in effect immediately prior to such assignment, sale and delegation
will not be


                                      -103-

<PAGE>



downgraded, qualified or withdrawn as a result of such assignment, sale and
delegation, as evidenced by a letter to such effect delivered to the Master
Servicer and the Trustee; (iii) the Master Servicer assigning and selling the
master servicing shall deliver to the Trustee an Officer's Certificate and an
Opinion of Independent Counsel addressed to the Trustee, each stating that all
conditions precedent to such action under this Agreement have been completed and
such action is permitted by and complies with the terms of this Agreement; and
(iv) in the event the Master Servicer is terminated without cause by the
Company, the Company shall pay the terminated Master Servicer a termination fee
equal to 0.25% of the aggregate Scheduled Principal Balance of the Mortgage
Loans at the time the master servicing of the Mortgage Loans is transferred to
the successor Master Servicer. No such assignment or delegation shall affect any
liability of the Master Servicer arising prior to the effective date thereof.



                                      -104-

<PAGE>



                                  ARTICLE VIII
                                     Default

         Section 8.01 EVENTS OF DEFAULT. "Event of Default," wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) and
only with respect to the defaulting Master Servicer:

                  (i) The Master Servicer fails to cause to be deposited in the
         Distribution Account any amount so required to be deposited pursuant to
         this Agreement (other than a Monthly Advance), and such failure
         continues unremedied for a period of three Business Days after the date
         upon which written notice of such failure, requiring the same to be
         remedied, shall have been given to the Master Servicer; or

                  (ii) The Master Servicer fails to observe or perform in any
         material respect any other material covenants and agreements set forth
         in this Agreement to be performed by it, which covenants and agreements
         materially affect the rights of Certificateholders, and such failure
         continues unremedied for a period of 60 days after the date on which
         written notice of such failure, properly requiring the same to be
         remedied, shall have been given to the Master Servicer by the Trustee
         or to the Master Servicer and the Trustee by the Holders of
         Certificates evidencing Fractional Undivided Interests aggregating not
         less than 25% of the Trust Fund; or

                  (iii) There is entered against the Master Servicer a decree or
         order by a court or agency or supervisory authority having jurisdiction
         in the premises for the appointment of a conservator, receiver or
         liquidator in any insolvency, readjustment of debt, marshaling of
         assets and liabilities or similar proceedings, or for the winding up or
         liquidation of its affairs, and the continuance of any such decree or
         order is unstayed and in effect for a period of 60 consecutive days, or
         an involuntary case is commenced against the Master Servicer under any
         applicable insolvency or reorganization statute and the petition is not
         dismissed within 60 days after the commencement of the case; or

                  (iv) The Master Servicer consents to the appointment of a
         conservator or receiver or liquidator in any insolvency, readjustment
         of debt, marshaling of assets and liabilities or similar proceedings of
         or relating to the Master Servicer or substantially all of its
         property; or the Master Servicer admits in writing its inability to pay
         its debts generally as they become due, files a petition to take
         advantage of any applicable insolvency or reorganization statute, makes
         an assignment for the benefit of its creditors, or voluntarily suspends
         payment of its obligations;

                  (v) The Master Servicer assigns or delegates its duties or
         rights under this Agreement in contravention of the provisions
         permitting such assignment or delegation under Sections 7.05 or 7.07;
         or



                                      -105-

<PAGE>



                  (vi) The Master Servicer fails to deposit, or cause to be
         deposited, in the Distribution Account any Monthly Advance (other than
         a Nonrecoverable Advance) by 5:00 p.m. New York City time on the
         Distribution Account Deposit Date.

In each and every such case, so long as such Event of Default with respect to
the Master Servicer shall not have been remedied, either the Trustee or the
Holders of Certificates evidencing Fractional Undivided Interests aggregating
not less than 51% of the principal of the Trust Fund, by notice in writing to
the Master Servicer (and to the Trustee if given by such Certificateholders),
with a copy to the Rating Agencies, and with the consent of the Company, may
terminate all of the rights and obligations (but not the liabilities) of the
Master Servicer under this Agreement and in and to the Mortgage Loans and/or the
REO Property serviced by the Master Servicer and the proceeds thereof. Upon the
receipt by the Master Servicer of the written notice, all authority and power of
the Master Servicer under this Agreement, whether with respect to the
Certificates, the Mortgage Loans, REO Property or under any other related
agreements (but only to the extent that such other agreements relate to the
Mortgage Loans or related REO Property) shall, subject to Section 8.02,
automatically and without further action pass to and be vested in the Trustee
pursuant to this Section 8.01; and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the Master
Servicer as attorney-in-fact or otherwise, any and all documents and other
instruments and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer agrees to cooperate with
the Trustee in effecting the termination of the Master Servicer's rights and
obligations hereunder, including, without limitation, the transfer to the
Trustee of (i) the property and amounts which are then or should be part of the
Trust or which thereafter become part of the Trust; and (ii) originals or copies
of all documents of the Master Servicer reasonably requested by the Trustee to
enable it to assume the Master Servicer's duties thereunder. In addition to any
other amounts which are then, or, notwithstanding the termination of its
activities under this Agreement, may become payable to the Master Servicer under
this Agreement, the Master Servicer shall be entitled to receive, out of any
amount received on account of a Mortgage Loan or related REO Property, that
portion of such payments which it would have received as reimbursement under
this Agreement if notice of termination had not been given. 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 the foregoing, if an Event of Default described in
clause (vi) of this Section 8.01 shall occur, the Trustee shall, by notice in
writing to the Master Servicer, which may be delivered by telecopy, immediately
terminate all of the rights and obligations of the Master Servicer thereafter
arising under this Agreement, but without prejudice to any rights it may have as
a Certificateholder or to reimbursement of Monthly Advances and other advances
of its own funds, and the Trustee shall act as provided in Section 8.02 to carry
out the duties of the Master Servicer, including the obligation to make any
Monthly Advance the nonpayment of which was an Event of Default described in
clause (vi) of this Section 8.01. Any such action taken by the Trustee must be
prior to the distribution on the relevant Distribution Date.




                                      -106-

<PAGE>



         Section 8.02 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. (a) Upon the
receipt by the Master Servicer of a notice of termination pursuant to Section
8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect
that the Master Servicer is legally unable to act or to delegate its duties to a
Person which is legally able to act, the Trustee shall automatically become the
successor in all respects to the Master Servicer in its capacity under this
Agreement and the transactions set forth or provided for herein and shall
thereafter be subject to all the responsibilities, duties, liabilities and
limitations on liabilities relating thereto placed on the Master Servicer by the
terms and provisions hereof; provided, however, that the Company shall have the
right to either (a) immediately assume the duties of the Master Servicer or (b)
select a successor Master Servicer; provided further, however, that the Trustee
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, but
subject to Section 7.06, the Trustee shall be entitled to compensation 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 permitted under this Agreement 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, and with respect to a successor to the Master
Servicer only, having a net worth of not less than $10,000,000, as the successor
to the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder;
provided, that the Trustee shall obtain a letter from each Rating Agency that
the ratings, if any, on each of the Certificates will not be lowered as a result
of the selection of the successor to the Master Servicer. 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 the provisions of Section 7.06 shall apply, the
compensation shall not be in excess of that which the Master Servicer would have
been entitled to if the Master Servicer had continued to act hereunder, and that
such successor shall undertake and assume the obligations of the Trustee to pay
compensation to any third Person acting as an agent or independent contractor in
the performance of master servicing responsibilities hereunder. The Trustee and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession.

         (b) If the Trustee shall succeed to any duties of 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.



                                      -107-

<PAGE>



         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 actually known to a Responsible Officer of the Trustee, unless such
Event of Default shall have been cured, notice of each such Event of Default.
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, which default may only be waived by Holders of Certificates
evidencing Fractional Undivided Interests aggregating 100% of the Trust Fund.
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.


                                      -108-

<PAGE>



                                   ARTICLE IX
             Concerning the Trustee and the Securities Administrator

         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, and the Securities Administrator each
undertake to perform such duties and only such duties as are specifically set
forth in this Agreement as duties of the Trustee and the Securities
Administrator, respectively. 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 and the Securities Administrator
pursuant to any provision of this Agreement, the Trustee and the Securities
Administrator, respectively, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that neither the Trustee
nor the Securities Administrator shall be responsible for the accuracy or
content of any resolution, certificate, statement, opinion, report, document,
order or other instrument furnished hereunder; provided, further, that neither
the Trustee nor the Securities Administrator shall 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
solely on the report of the Securities Administrator.

         (d) No provision of this Agreement shall be construed to relieve the
Trustee or the Securities Administrator 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 and the Securities
         Administrator shall be determined solely by the express provisions of
         this Agreement, neither the Trustee nor the Securities Administrator
         shall be liable except for the performance of their respective 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 or the Securities Administrator and, in the absence
         of bad faith on the part of the Trustee or the Securities
         Administrator, respectively, the Trustee or the Securities
         Administrator, respectively, 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 or the
         Securities Administrator, respectively, and conforming to the
         requirements of this Agreement;

                  (ii) Neither the Trustee nor the Securities Administrator
         shall 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 or an officer of the Securities Administrator,


                                      -109-

<PAGE>



         respectively, unless it shall be proved that the Trustee or the
         Securities Administrator, respectively, was negligent in ascertaining
         the pertinent facts;

                  (iii) Neither the Trustee nor the Securities Administrator
         shall 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 the Securities
         Administrator, respectively, or exercising any trust or other power
         conferred upon the Trustee or the Securities Administrator,
         respectively, 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);

                  (vi) Anything in this Agreement to the contrary
         notwithstanding, in no event shall the Trustee or the Securities
         Administrator 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 or the Securities Administrator,
         respectively, has been advised of the likelihood of such loss or damage
         and regardless of the form of action;

                  (vii) None of the Securities Administrator, the Depositor, the
         Company or the Trustee shall be responsible for the acts or omissions
         of the other, it being understood that this Agreement shall not be
         construed to render them partners, joint venturers or agents of one
         another and

                  (viii) Neither the Trustee nor the Securities Administrator
         shall 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 or the Securities Administrator
         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.


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<PAGE>




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

         (f) Except for those actions that the Trustee or the Securities
Administrator is required to take hereunder, neither the Trustee nor the
Securities Administrator shall 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 AND THE SECURITIES
ADMINISTRATOR. Except as otherwise provided in Section 9.01:

                  (i) The Trustee and the Securities Administrator may rely and
         shall be protected in acting or refraining from acting in reliance on
         any resolution, certificate of the Depositor, the Master Servicer or a
         Servicer, certificate of auditors or any other certificate, statement,
         instrument, opinion, report, notice, request, consent, order,
         appraisal, bond or other paper or document believed by it to be genuine
         and to have been signed or presented by the proper party or parties;

                  (ii) The Trustee and the Securities Administrator 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) Neither the Trustee nor the Securities Administrator
         shall 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 has actual knowledge (which has not
         been cured or waived), 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, neither the Trustee nor the Securities Administrator shall 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;



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<PAGE>



                  (v) Neither the Trustee nor the Securities Administrator shall
         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 or the Securities Administrator, as
         applicable, 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 or the Securities Administrator, as applicable, reasonably
         assured to the Trustee or the Securities Administrator, as applicable,
         by the security afforded to it by the terms of this Agreement. The
         Trustee or the Securities Administrator 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 and the Securities Administrator 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.
         Neither the Trustee nor the Securities Administrator shall be liable or
         responsible for the misconduct or negligence of any of the Trustee's or
         the Securities Administrator's agents or attorneys or a custodian or
         paying agent appointed hereunder by the Trustee or the Securities
         Administrator with due care and, when required, with the consent of the
         Master Servicer;

                  (vii) Should the Trustee or the Securities Administrator 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 or the Securities Administrator, respectively, may require
         prior to such action that it be provided by the Depositor with
         reasonable further instructions;

                  (viii) The right of the Trustee or the Securities
         Administrator to perform any discretionary act enumerated in this
         Agreement shall not be construed as a duty, and neither the Trustee nor
         the Securities Administrator shall be accountable for other than its
         negligence or willful misconduct in the performance of any such act;

                  (ix) Neither the Trustee nor the Securities Administrator
         shall 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) Neither the Trustee nor the Securities Administrator shall
         have any duty to conduct any affirmative investigation as to the
         occurrence of any condition requiring the repurchase of any Mortgage
         Loan by the 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.


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<PAGE>




         Section 9.03 TRUSTEE AND SECURITIES ADMINISTRATOR 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 Depositor, and neither
the Trustee nor the Securities Administrator shall have any responsibility for
their correctness. Neither the Trustee nor the Securities Administrator makes
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.
Neither the Trustee or the Securities Administrator shall be accountable for the
use or application by the Depositor of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor with respect to the Mortgage Loans. Subject to the provisions
of Section 2.05, neither the Trustee nor the Securities Administrator 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. Neither the
Trustee nor the Securities Administrator shall 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. Neither the Trustee nor the Securities Administrator shall 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
security interest or lien granted to it hereunder or to record this Agreement.

         Section 9.04 TRUSTEE AND SECURITIES ADMINISTRATOR MAY OWN CERTIFICATES.
The Trustee and the Securities Administrator 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 or
the Securities Administrator, as applicable, and may otherwise deal with the
parties hereto.

         Section 9.05 TRUSTEE'S AND SECURITIES ADMINISTRATOR'S FEES AND
EXPENSES. The fees and expenses of the Trustee and the Securities Administrator
shall be paid in accordance with a side letter agreement between the Trustee and
the Master Servicer. In addition, the Trustee and the Securities Administrator
will be entitled to recover from the Master Servicer Collection Account pursuant
to Section 4.03(b) all reasonable out-of-pocket expenses, disbursements and
advances and the expenses of the Trustee and the Securities Administrator,
respectively, in connection with any Event of Default, any breach of this
Agreement or any claim or legal action (including any pending or threatened
claim or legal action) incurred or made by the Trustee or the Securities
Administrator, respectively, in the administration of the trusts hereunder
(including the reasonable compensation, expenses and disbursements of its
counsel) except any such expense,


                                      -113-

<PAGE>



disbursement or advance as may arise from its negligence or intentional
misconduct or which is the responsibility of the Certificateholders. If funds in
the Master Servicer Collection Account are insufficient therefor, the Trustee
and the Securities Administrator shall recover such expenses from the Depositor.
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 AND SECURITIES
ADMINISTRATOR. The Trustee and any successor Trustee and the Securities
Administrator and any successor Securities Administrator shall during the entire
duration of this Agreement be a state bank or trust company or a national
banking association organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus and undivided profits of at
least $40,000,000 or, in the case of a successor Trustee, $50,000,000, subject
to supervision or examination by federal or state authority and, in the case of
the Trustee, rated "BBB" or higher by S&P with respect to their long-term rating
and rated "BBB" or higher by S&P 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 or successor Securities Administrator 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. 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 or the Securities Administrator shall cease to be eligible in
accordance with the provisions of this Section 9.06, the Trustee or the
Securities Administrator shall resign immediately in the manner and with the
effect specified in Section 9.08.

         Section 9.07 INSURANCE. The Trustee and the Securities Administrator,
at their 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 or the Securities Administrator as to the Trustee's or the Securities
Administrator's, respectively, 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 AND SECURITIES
ADMINISTRATOR. (a) The Trustee and the Securities Administrator may at any time
resign and be discharged from the Trust hereby created by giving written notice
thereof to the Depositor and the Master Servicer, with a copy to the Rating
Agencies. Upon receiving such notice of resignation, the Depositor shall
promptly appoint a successor Trustee or successor Securities Administrator, as
applicable, by written instrument, in triplicate, one copy of which instrument
shall be delivered to each of the resigning Trustee or Securities Administrator,
as applicable, the successor Trustee or Securities Administrator, as applicable.
If no successor Trustee or Securities Administrator shall have been so appointed
and have accepted appointment within 30 days after the giving of such notice of


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<PAGE>



resignation, the resigning Trustee or Securities Administrator may petition any
court of competent jurisdiction for the appointment of a successor Trustee or
Securities Administrator.

         (b) If at any time the Trustee or the Securities Administrator 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 Depositor or if at any time
the Trustee or the Securities Administrator shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the
Securities Administrator, as applicable, or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or the
Securities Administrator, as applicable, or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Depositor shall
promptly remove the Trustee, or shall be entitled to remove the Securities
Administrator, as applicable, and appoint a successor Trustee or Securities
Administrator, as applicable, by written instrument, in triplicate, one copy of
which instrument shall be delivered to each of the Trustee or Securities
Administrator, as applicable, so removed, the successor Trustee or Securities
Administrator, as applicable.

         (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 or the Securities Administrator and appoint a successor Trustee or
Securities Administrator 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 Depositor, the Master
Servicer, the Securities Administrator (if the Trustee is removed), the Trustee
(if the Securities Administrator is removed), and the Trustee or Securities
Administrator so removed and the successor so appointed. In the event that the
Trustee or Securities Administrator is removed by the Holders of Certificates in
accordance with this Section 9.08(c), the Holders of such Certificates shall be
responsible for paying any compensation payable to a successor Trustee or
successor Securities Administrator, in excess of the amount paid to the
predecessor Trustee or predecessor Securities Administrator, as applicable.

         (d) No resignation or removal of the Trustee or the Securities
Administrator and appointment of a successor Trustee or Securities Administrator
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 or Securities Administrator as provided in Section 9.09.

         Section 9.09 SUCCESSOR TRUSTEE AND SUCCESSOR SECURITIES ADMINISTRATOR.
(a) Any successor Trustee or Securities Administrator appointed as provided in
Section 9.08 shall execute, acknowledge and deliver to the Depositor and to its
predecessor Trustee or Securities Administrator an instrument accepting such
appointment hereunder. The resignation or removal of the predecessor Trustee or
Securities Administrator shall then become effective and such successor Trustee
or Securities Administrator, 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 or
Securities Administrator herein. The predecessor Trustee or Securities
Administrator shall after payment of its outstanding fees and expenses promptly
deliver to the successor Trustee or Securities Administrator, as applicable, all
assets and records of the Trust held by it hereunder, and the Depositor and the
predecessor Trustee or Securities Administrator, as applicable, shall execute
and deliver such


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<PAGE>



instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor Trustee or
Securities Administrator, as applicable, all such rights, powers, duties and
obligations.

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

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

         Section 9.10 MERGER OR CONSOLIDATION OF TRUSTEE OR SECURITIES
ADMINISTRATOR. Any state bank or trust company or national banking association
into which the Trustee or the Securities Administrator 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 or the Securities Administrator,
respectively, 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 or the Securities Administrator, respectively,
shall be the successor of the Trustee or the Securities Administrator,
respectively, 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
Depositor 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 Depositor 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
Depositor and the Trustee may consider necessary or desirable.

         (b) If the Depositor 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 Depositor.

         (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


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<PAGE>



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
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
Depositor 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 REMIC shall be a calendar year and the Securities
Administrator shall maintain or cause the maintenance of the books of each such
REMIC on the accrual method of accounting.

         (b) The Securities Administrator shall prepare and file or cause to be
filed with the Internal Revenue Service, and the Trustee shall sign, Federal tax
information returns or elections required to be made hereunder with respect to
each REMIC, 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


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<PAGE>



statements or information at the times and in the manner as may be required
thereby, including, without limitation, reports relating to interest, original
issue discount and market discount or premium (using a constant prepayment
assumption of 25% CPR). The Securities Administrator will apply for an Employee
Identification Number from the IRS under Form SS-4 or any other acceptable
method for all tax entities. In connection with the foregoing, the Securities
Administrator shall timely prepare and file, and the Trustee shall sign, IRS
Form 8811, which shall provide the name and address of the person who can be
contacted to obtain information required to be reported to the holders of
regular interests in each REMIC (the "REMIC Reporting Agent"). The Trustee shall
make elections to treat each REMIC as a REMIC (which elections shall apply to
the taxable period ending December 31, 2003 and each calendar year thereafter)
in such manner as the Code or applicable Treasury regulations may prescribe, and
as described by the Securities Administrator. The Trustee shall sign all tax
information returns filed pursuant to this Section and any other returns as may
be required by the Code. The Holder of the Class R-I Certificate is hereby
designated as the "Tax Matters Person" (within the meaning of Treas. Reg.
ss.ss.1.860F-4(d)) for REMIC I, the Holder of the Class R-II Certificate is
hereby designated as the "Tax Matters Person" for REMIC II, the Holder of the
Class R-III Certificate is hereby designated as the "Tax Matters Person" for
REMIC III and the Holder of the Class R-IV Certificate is hereby designated as
the "Tax Matters Person" for REMIC IV. The Securities Administrator is hereby
designated and appointed as the agent of each such Tax Matters Person. Any
Holder of a Residual Certificate will by acceptance thereof appoint the
Securities Administrator as agent and attorney-in-fact for the purpose of acting
as Tax Matters Person for each REMIC during such time as the Securities
Administrator does not own any such Residual Certificate. In the event that the
Code or applicable Treasury regulations prohibit the Trustee from signing tax or
information returns or other statements, or the Securities Administrator from
acting as agent for the Tax Matters Person, the Trustee and the Securities
Administrator shall take whatever action that in its sole good faith judgment is
necessary for the proper filing of such information returns or for the provision
of a tax matters person, including designation of the Holder of a Residual
Certificate to sign such returns or act as tax matters person. Each Holder of a
Residual Certificate shall be bound by this Section.

         (c) The Securities Administrator 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 Securities Administrator 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 REMIC or the Trust Fund.

         (e) Notwithstanding any other provision of this Agreement, the Trustee
and the Securities Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders of interest or original
issue discount on the Mortgage Loans, that


                                      -118-

<PAGE>



the Trustee or the Securities Administrator reasonably believes are applicable
under the Code. The consent of Certificateholders shall not be required for such
withholding. In the event the Trustee or the Securities Administrator withholds
any amount from interest or original issue discount payments or advances thereof
to any Certificateholder pursuant to federal withholding requirements, the
Trustee or the Securities Administrator shall, together with its monthly report
to such Certificateholders, indicate such amount withheld.

         (f) The Trustee and the Securities Administrator agree to indemnify the
Trust Fund and the Depositor for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by the Trust
Fund, the Depositor or the Master Servicer, as a result of a breach of the
Trustee's covenants and the Securities Administrator's covenants, respectively,
set forth in this Section 9.12; provided, however, such liability and obligation
to indemnify in this paragraph shall not be joint and several and neither the
Trustee nor the Securities Administrator shall be liable or be obligated to
indemnify the Trust Fund for the failure by the other to perform any duty under
this Agreement or the breach by the other of any covenant in this Agreement.


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<PAGE>



                                    ARTICLE X
                                   Termination

         Section 10.01 TERMINATION UPON REPURCHASE BY THE DEPOSITOR OR ITS
DESIGNEE OR LIQUIDATION OF THE MORTGAGE LOANS.

         (a) Subject to Section 10.02, the respective obligations and
responsibilities of the Depositor, the Trustee, the Master Servicer and the
Securities Administrator created hereby, other than the obligation of the
Trustee to make payments to Certificateholders as hereinafter set forth shall
terminate with respect to Loan Group I and Loan Group II, as applicable, upon:

                  (i) the repurchase by or at the direction of the Depositor or
         its designee of all of the Mortgage Loans in such Loan Group and all
         related REO Property remaining in the Trust relating to the such Loan
         Group at a price (in each case, the "Termination Purchase Price") equal
         to the sum of (a) 100% of the Outstanding Principal Balance of each
         Mortgage Loan in such Loan Group (other than a Mortgage Loan related to
         REO Property) as of the date of repurchase, net of the principal
         portion of any unreimbursed Monthly Advances on the Mortgage Loans in
         such Loan Group 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, (b) the appraised
         value of any related REO Property in such Loan Group, less the good
         faith estimate of the Depositor 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 Depositor and the Trustee at the expense of the
         Depositor, (c) unreimbursed out-of pocket costs of the Master Servicer,
         including unreimbursed servicing advances and the principal portion of
         any unreimbursed Monthly Advances, made on the Mortgage Loans in such
         Loan Group prior to the exercise of such repurchase right and (d) any
         unreimbursed costs and expenses of the Trustee and the Securities
         Administrator payable pursuant to Section 9.05; 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 in such Loan Group, remaining in the Trust Fund or the disposition
         of all property acquired with respect to any Mortgage Loan in such Loan
         Group; 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; or

                  (iii) the payment to the Certificateholders of the related
         Certificate Group of all amounts required to be paid to them pursuant
         to this Agreement.

         (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.


                                      -120-

<PAGE>



Kennedy, the late Ambassador of the United States to the Court of St. James's,
living on the date of this Agreement.

         (c) (i) The right of the Depositor or its designee to repurchase all
the assets of the Trust Fund relating to the Group I Mortgage Loans, as
described in Subsection 10.01(a)(i) above is conditioned upon the date of such
purchase occurring after the Group I Optional Termination Date. The Depositor or
its designee may repurchase all the assets of the Trust Fund relating to the
Group I Mortgage Loans if the Depositor, based upon an Opinion of Counsel
addressed to the Depositor, the Trustee and the Securities Administrator, has
determined that the REMIC status of REMIC I has been lost or that a substantial
risk exists that such REMIC status will be lost for the then-current taxable
year. (ii) The right of the Depositor or its designee to repurchase all the
assets of the Trust Fund relating to the Group II Mortgage Loans described in
Subsection 10.01(a)(i) above is conditioned upon the date of such purchase
occurring on or after the Group II Optional Termination Date. The Depositor or
its designee may repurchase all the assets of the Trust Fund relating to the
Group II Mortgage Loans if the Depositor, based upon an Opinion of Counsel
addressed to the Depositor, the Trustee and the Securities Administrator, has
determined that the REMIC status of REMIC II has been lost or that a substantial
risk exists that such REMIC status will be lost for the then-current taxable
year. (iii) At any time thereafter, in the case of a repurchase as described in
this Subsection 10.01(c), the Depositor may elect to terminate REMIC I, REMIC
II, REMIC III and REMIC IV at any time, and upon such election, the Depositor or
its designee, shall repurchase all the assets of the Trust Fund described in
Subsection 10.01(a)(i) above.

         (d) The Trustee shall give notice of any termination to the
Certificateholders, with a copy to the Master Servicer, the Securities
Administrator and 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 Depositor to repurchase or cause the
repurchase of all the assets in the Trust Fund relating to either Loan Group I
or Loan Group II, as described in Subsection 10.01(a)(i) above, is exercised,
the Depositor 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 Termination Purchase Price for the
Mortgage Loans being purchased by it and all property acquired with respect to
such Mortgage Loans being purchased by it and all property acquired with respect
to such Mortgage Loans remaining in REMIC I or REMIC II, as applicable. Upon
presentation and surrender of the Certificates in the related Certificate Group
by the Certificateholders, the Trustee shall distribute to such
Certificateholders as directed by the Securities Administrator in writing 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


                                      -121-

<PAGE>



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 in such Certificate Group (other than the Class R
Certificates). If the proceeds with respect to the Group I-1 Mortgage Loans are
not sufficient to pay all of the Group I-1 Senior Certificates in full, any such
deficiency will be allocated first, to the Group I Subordinate Certificates, in
inverse order of their numerical designation and then to the Group I- 1 Senior
Certificates on a pro rata basis. If the proceeds with respect to the Group I-2
Mortgage Loans are not sufficient to pay all of the Group I-2 Senior
Certificates in full, any such deficiency will be allocated first, to the Group
I Subordinate Certificates, in inverse order of their numerical designation and
then to the Group I-2 Senior Certificates on a pro rata basis. If the proceeds
with respect to the Group I-3 Mortgage Loans are not sufficient to pay all of
the Group I-3 Senior Certificates in full, any such deficiency will be allocated
first, to the Group I Subordinate Certificates, in inverse order of their
numerical designation and then to the Group I-3 Senior Certificates on a pro
rata basis. If the proceeds with respect to the Group II Mortgage Loans are not
sufficient to pay all of the Group II Senior Certificates in full, any such
deficiency will be allocated first, to the Group II Subordinate Certificates, in
inverse order of their numerical designation and then to the Group II Senior
Certificates on a pro rata basis. Upon deposit of the Termination Purchase Price
and following such final Distribution Date, the Trustee shall release promptly
to the Depositor and/or its designee the Mortgage Files for the remaining
Mortgage Loans of the related Loan Group, and the Accounts as they relate to
such Loan Group shall terminate, subject to the Trustee's obligation to hold any
amounts payable to the Certificateholders in trust without interest pending
final distributions pursuant to Subsection 10.01(g). Any other amounts remaining
in the Accounts will belong to the Depositor.

         (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 the Master Servicer Collection
Account. Upon the presentation and surrender of the Certificates, the Trustee
shall distribute to the remaining Certificateholders, pursuant to the written
direction of the Securities Administrator and 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 Depositor or its designee the Mortgage Files for the remaining Mortgage
Loans, and the Master Servicer Collection Account and the Distribution Account
shall terminate, subject to the Trustee's obligation to hold any amounts payable
to the Certificateholders in trust without interest pending final distributions
pursuant to 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


                                      -122-

<PAGE>



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 Depositor to repurchase (i) all the Group I Mortgage Loans and REMIC I, (ii)
all of the Group II Mortgage Loans and REMIC II or (iii) all of the Mortgage
Loans under Subsection 10.01(a)(i) above is exercised, (i) REMIC I, (ii) REMIC
II, or (iii) the Trust Fund and each of REMIC I, REMIC II , REMIC III and REMIC
IV shall be terminated in accordance with the following additional requirements,
unless the Trustee has been furnished with an Opinion of Counsel addressed to
the Trustee 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
REMIC I, REMIC II, REMIC III or REMIC IV 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 Depositor, the Trustee, as agent for the
         respective Tax Matters Persons, shall adopt a plan of complete
         liquidation of each REMIC in the case of a termination of Loan Group I
         and Loan Group II under Subsection 10.01(a)(i), or a plan of complete
         liquidation of REMIC I in the case of a termination of Loan Group I
         under Subsection 10.01(a)(i), or a plan of complete liquidation of
         REMIC II in the case of a termination of Loan Group II under Subsection
         10.01(a)(ii), provided to it by the Depositor, which meets the
         requirements of a "qualified liquidation" under Section 860F of the
         Code and any regulations thereunder;

                  (ii) the Depositor 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 each REMIC, of REMIC I or of REMIC II, as
         applicable, and at or prior to the final Distribution Date relating
         thereto, the Trustee shall sell for cash all of the assets of the Trust
         or REMIC I or REMIC II, as applicable, to or at the direction of the
         Depositor, and each of REMIC I, REMIC II, REMIC III and REMIC IV, as
         applicable, 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
related REMIC upon the written request of the Depositor, and to take such action
in connection therewith as may be reasonably requested by the Depositor and (ii)
appoint the Depositor 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
REMIC shall terminate.



                                      -123-

<PAGE>



                                   ARTICLE XI
                            Miscellaneous Provisions

         Section 11.01 INTENT OF PARTIES. The parties intend that each of REMIC
I, REMIC II, REMIC III and REMIC IV 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 Company, the Depositor, the Master Servicer, the Securities
Administrator 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, addressed to the Trustee, adversely affect in
any material respect the interests of any Certificateholder.

         (b) This Agreement may also be amended from time to time by the
Company, the Master Servicer, the Depositor, the Securities Administrator 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 any REMIC to fail to qualify as a
REMIC for federal income tax purposes, as evidenced by an Opinion of Independent
Counsel addressed to the Trustee 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
this Section 11.02(b), Certificates registered in the name of or held for the
benefit of the Depositor, the Securities Administrator, 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


                                      -124-

<PAGE>



thereof by Certificateholders shall be subject to such reasonable regulations as
the Trustee may prescribe.

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


                                      -125-

<PAGE>




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

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


                                      -126-

<PAGE>


Administrator, the Depositor, 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 a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Certificates which have been pledged in good
faith to the Trustee, the Securities Administrator, the Depositor, 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 Securities Administrator, the Depositor, or the Master Servicer, as
the case may be.

         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 (OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW, WHICH THE PARTIES HERETO EXPRESSLY RELY UPON IN THE
CHOICE OF SUCH LAW AS THE GOVERNING LAW HEREUNDER) 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
Depositor, 383 Madison Avenue, New York, New York 10179, 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 the Company, 383 Madison Avenue, New York, New York 10179, 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;
(iv) in the case of the Master Servicer or Securities Administrator, Wells Fargo
Bank Minnesota, National Association, P.O. Box 98, Columbia Maryland 21046 (or,
in the case of overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland
21045) (Attention: Corporate Trust Services - BART 2003-6), facsimile no.: (410)
715-2380, or such other address as may hereafter be furnished to the other
parties hereto in writing; or (v) in the case of the Rating Agencies, Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007 and Standard
& Poor's, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New
York, New York 10041. Any notice delivered to the Depositor, the Master
Servicer, the Securities Administrator 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.



                                      -127-

<PAGE>



         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 Trustee shall promptly provide notice
to each Rating Agency with respect to each of the following of which a
Responsible Officer of the Trustee 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, the Trustee
or the Securities Administrator;

         4. The repurchase or substitution of Mortgage Loans;

         5. The final payment to Certificateholders; and

         6. Any change in the location of the Master Servicer Collection Account
or the Distribution Account.




                                      -128-

<PAGE>



         IN WITNESS WHEREOF, the Depositor, the Trustee, the Master Servicer and
the Securities Administrator 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 II INC., as Depositor


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


                                        JPMORGAN CHASE BANK, as Trustee


                                        By: // Eboni Dawkins
                                            -----------------------------
                                        Name:  Eboni Dawkins
                                        Title: Trust Officer


                                        WELLS FARGO BANK MINNESOTA,
                                        NATIONAL ASSOCIATION, as Master
                                        Servicer


                                        By: // Stacey Taylor
                                            -----------------------------
                                        Name: Stacey Taylor
                                        Title: Assistant Vice President


                                        WELLS FARGO BANK MINNESOTA,
                                        NATIONAL ASSOCIATION, as Securities
                                        Administrator


                                        By: // Stacey Taylor
                                            -----------------------------
                                        Name: Stacey Taylor
                                        Title: Assistant Vice President




<PAGE>





                                        EMC MORTGAGE CORPORATION


                                        By: // Sherri Lauritsen
                                            -----------------------------
                                        Name:  Sherri Lauritsen
                                        Title: Executive Vice President

Accepted and Agreed as to
Sections 2.01, 2.02, 2.03, 2.04 and 9.09(c)
in its capacity as Seller

EMC MORTGAGE CORPORATION


By: // Sherri Lauritsen
-------------------------------
Name:  Sherri Lauritsen
Title: Executive Vice President





<PAGE>



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

         On the 31st day of July, 2003 before me, a notary public in and for
said State, personally appeared Baron Silverstein, known to me to be a(n) Vice
President of Structured Asset Mortgage Investments II 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 NEW YORK       )
                        ) ss.:
COUNTY OF NEW YORK      )

         On the 31st day of July, 2003 before me, a notary public in and for
said State, personally appeared Eboni Dawkins, known to me to be a Trust Officer
of JPMorgan Chase Bank, the entity that executed the within instrument, and also
known to me to be the person who executed it on behalf of said entity, and
acknowledged to me that such entity 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 MARYLAND       )
                        ) ss.:
COUNTY OF HOWARD        )

         On the 31st day of July, 2003 before me, a notary public in and for
said State, personally appeared Stacey Taylor, known to me to be an Assistant
Vice President of Wells Fargo Bank Minnesota, National Association, the entity
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said entity, and acknowledged to me that such entity
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 MARYLAND       )
                        ) ss.:
COUNTY OF HOWARD        )

         On the 31st day of July, 2003 before me, a notary public in and for
said State, personally appeared Stacey Taylor, known to me to be a(n) Assistant
Vice President of Wells Fargo Bank Minnesota, National Association, the entity
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said entity, and acknowledged to me that such entity
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 TEXAS          )
                        ) ss.:
COUNTY OF DALLAS        )

         On the 31st day of July, 2003 before me, a notary public in and for
said State, personally appeared Sherri Lauritson, known to me to be Executive
Vice President 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 TEXAS          )
                        ) ss.:
COUNTY OF DALLAS        )

         On the 31st day of July, 2003 before me, a notary public in and for
said State, personally appeared Sherri Lauritson, known to me to be Executive
Vice President 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 [_-[A][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 CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY
THE PRINCIPAL PAYMENTS HEREON 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 TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED WILL BE 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 WILL BE 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

<PAGE>




Certificate No.1                           [Variable][Fixed] Pass-Through Rate

Class [_-[A][X]-_] Senior

Date of Pooling and Servicing Agreement    Aggregate Initial [Current Principal]
and Cut-off Date:                          [Notional] Amount of this Senior
July 1, 2003                               Certificate as of the Cut-off Date:
                                           $[_____________]

First Distribution Date:                   Initial Current [Principal][Notional]
August 25, 2003                            Amount of this Senior Certificate as
                                           of the Cut-off Date: $[_____________]

Master Servicer:
Wells Fargo Bank Minnesota, National
Association                                CUSIP: [____________]

Assumed Final Distribution Date:
August 25, 2033

                          BEAR STEARNS ARM TRUST 2003-6
                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2003-6

     evidencing a fractional undivided interest in the distributions
     allocable to the Class [_-[A][X]-_] Certificates with respect to
     a Trust Fund consisting primarily of a pool of adjustable rate
     mortgage loans secured by first liens on one-to-four family
     residential properties sold by STRUCTURED ASSET MORTGAGE
     INVESTMENTS II 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 II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured Asset
Mortgage Investments II 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") primarily consisting of adjustable rate mortgage loans secured by
first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by Structured Asset Mortgage Investments II Inc. ("SAMI
II"). The Mortgage Loans


                                       A-2

<PAGE>



were sold by EMC Mortgage Corporation ("EMC") to SAMI II. Wells Fargo Bank
Minnesota, National Association ("Wells Fargo") 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 EMC Mortgage Corporation, as seller and
company (the "Seller"), SAMI II, as depositor (the "Depositor"), Wells Fargo
Bank Minnesota, National Association as master servicer and securities
administrator (in such capacity, the "Securities Administrator") and JPMorgan
Chase Bank, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

          Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
[Current Principal][Notional] Amount hereof at a per annum rate equal to the
Pass-Through Rate set forth above and as further described in the Agreement. The
Trustee will distribute on the 25th day of each month, or, if such 25th day is
not a Business Day, the immediately following Business Day (each, a
"Distribution Date"), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount (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
Distribution Date in the month immediately following the month of 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 by wire transfer.
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][Notional] 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
twenty-two 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


                                       A-3

<PAGE>



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
Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the parties thereto
with the consent of the Holders of Certificates, evidencing Fractional Undivided
Interests aggregating not less than 51% of the Trust Fund (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 Depositor, 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 Depositor, 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


                                       A-4

<PAGE>



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-5

<PAGE>



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

Dated: __________, 20__                         JPMORGAN CHASE BANK
                                                Not in its individual capacity
                                                but solely as Trustee


                                                By: ____________________________
                                                         Authorized Signatory


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

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

                                                JPMORGAN CHASE BANK Authorized
                                                signatory of JPMorgan Chase
                                                Bank, not in its individual
                                                capacity but solely as Trustee


                                                By: ____________________________
                                                         Authorized Signatory





<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 [_-B-_] CERTIFICATE

          THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP
[I][II] SENIOR CERTIFICATES, [AND THE CLASS _-B-_ CERTIFICATES] , AS DESCRIBED
IN THE AGREEMENT (AS DEFINED BELOW).

          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.

          [FOR CLASS I-B-1, CLASS I-B-2, CLASS I-B-3, CLASS II-B-1, CLASS II-B-2
AND CLASS II-B-3] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, ANY CERTIFICATE ISSUED WILL BE
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 WILL
BE 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.]

          [FOR CLASS I-B-1, CLASS I-B-2, CLASS I-B-3, CLASS II-B-1, CLASS II-B-2
AND CLASS II-B-3] [EACH BENEFICIAL OWNER OF THIS CERTIFICATE OR ANY INTEREST
HEREIN SHALL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR
HOLDING OF THIS CERTIFICATE OR INTEREST HEREIN, THAT EITHER (I) IT IS NOT AN
EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED ("PLAN"), OR INVESTING WITH ASSETS OF A PLAN OR (II) IT HAS ACQUIRED AND
IS HOLDING SUCH CERTIFICATE IN RELIANCE ON PROHIBITED TRANSACTION EXEMPTION
90-30, AS AMENDED FROM TIME TO TIME ("EXEMPTION"), AND THAT IT UNDERSTANDS THAT
THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE EXEMPTION, INCLUDING
THAT THE CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN
"BBB-" (OR ITS EQUIVALENT) BY


                                      A-2-1

<PAGE>



STANDARD & POOR'S, FITCH, INC. OR MOODY'S INVESTORS SERVICE, INC., AND THE
CERTIFICATE IS SO RATED OR (III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE
OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR INTEREST HEREIN IS AN
"INSURANCE COMPANY GENERAL ACCOUNT", AS SUCH TERM IS DEFINED IN PROHIBITED
TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS IN SECTIONS I
AND III OF PTCE 95-60 HAVE BEEN SATISFIED.]

          [FOR CLASS I-B-4, CLASS I-B-5, CLASS I-B-6, CLASS II-B-4, CLASS II-B-5
AND CLASS II-B- 6][THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER
ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A
PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A
QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED
BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM
TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY
THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND
(B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION.]

          [FOR CLASS I-B-4, CLASS I-B-5, CLASS I-B-6, CLASS II-B-4, CLASS II-B-5
AND CLASS II-B-6] [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, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED
TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND
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


                                      A-2-2

<PAGE>



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 OBLIGATIONS ON
THE PART OF THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR
THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY
CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS THE OPINION SPECIFIED IN SECTION
5.07 OF THE AGREEMENT IS PROVIDED.]





                                      A-2-3

<PAGE>




Certificate No.1                          Variable Pass-Through Rate

Class [_-B-_] Subordinate

Date of Pooling and Servicing Agreement   Aggregate Initial Current Principal
and Cut-off Date: July 1, 2003            Amount of this Subordinate Certificate
                                          as of the Cut-off Date: $[_________]

First Distribution Date:                  Initial Current Principal Amount of
August 25, 2003                           this Subordinate Certificate as of the
                                          Cut-off Date: $[_________]

Master Servicer:
Wells Fargo Bank Minnesota, National
Association                               CUSIP: [____________]

Assumed Final Distribution Date:
August 25, 2033

                          BEAR STEARNS ARM TRUST 2003-6
                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2003-6

     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 adjustable rate
     mortgage loans secured by first liens on one-to-four family
     residential properties sold by STRUCTURED ASSET MORTGAGE
     INVESTMENTS II 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 II 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 II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured Asset
Mortgage Investments II 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") primarily consisting of adjustable rate mortgage loans secured by
first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by Structured Asset Mortgage Investments II Inc. ("SAMI
II"). The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to SAMI
II. Wells Fargo Bank Minnesota, National Association ("Wells Fargo") will act as
master servicer of the Mortgage Loans (the "Master


                                        2

<PAGE>



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 EMC as seller and company (the "Seller"), SAMI II, as
depositor (the "Depositor"), Wells Fargo Bank Minnesota, National Association as
master servicer and securities administrator (in such capacity, the "Securities
Administrator"), and JPMorgan Chase Bank, as trustee (the "Trustee") , a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

          Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate set forth above and as further described in the Agreement. The Trustee will
distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the calendar month preceding the month of such Distribution
Date, an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount (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 Distribution Date
in the month immediately following the month of 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 by wire transfer.
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.

          [For Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5
and Class II-B- 6][No transfer of this Class [_-B-_] Certificate will be made
unless such transfer is (i) exempt from the registration requirements of the
Securities act of 1933, as amended, and any applicable state securities laws or
is made in accordance with said Act and laws and (ii) made in accordance with
Section 5.02 of the Agreement. In the event that such transfer is to be made the
Trustee shall register such transfer if, (i) made to a transferee who has
provided the Trustee with evidence as to its QIB status; or (ii) (A) the
transferor has advised the Trustee in writing that the Certificate is being
transferred to an Institutional Accredited Investor and (B) prior to such
transfer the transferee furnishes to the Trustee an Investment Letter; provided
that if based upon an Opinion of Counsel to the effect that (A) and (B) above
are met sufficient to confirm that such transfer is being made


                                        3

<PAGE>



pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other applicable laws.]

          [For Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2
and Class II-B-3] [Each beneficial owner of this Certificate or any interest
herein shall be deemed to have represented, by virtue of its acquisition or
holding of this certificate or interest herein, that either (i) it is not an
employee benefit plan subject to the Employee Retirement Income Security Act of
1974, as amended or section 4975 of the Internal Revenue Code of 1986, as
amended ("Plan"), or investing with assets of a Plan or (ii) it has acquired and
is holding such certificate in reliance on Prohibited Transaction Exemption
90-30, as amended from time to time ("Exemption"), and that it understands that
there are certain conditions to the availability of the Exemption, including
that the certificate must be rated, at the time of purchase, not lower than
"BBB-" (or its equivalent) by Standard & Poor's, Fitch, Inc. or Moody's
Investors Service, Inc., and the certificate is so rated or (iii) (1) it is an
insurance company, (2) the source of funds used to acquire or hold the
certificate or interest therein is an "insurance company general account", as
such term is defined in Prohibited Transaction Class Exemption ("PTCE") 95-60,
and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.]

          [For Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5
and Class II-B-6] [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, or Section 4975 of the Internal Revenue Code of 1986, as
amended, unless the transferee certifies or represents that the proposed
transfer and holding of a Certificate and the servicing, management and
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 obligations on the part of the Depositor,
the Securities Administrator, the Master Servicer or the Trustee, which will be
deemed represented by an owner of a Book-Entry Certificate or a Global
Certificate or unless the opinion specified in section 5.07 of the Agreement is
provided.]

          This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"), issued in
twenty-two 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.



                                        4

<PAGE>



          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the parties thereto
with the consent of the Holders of Certificates, evidencing Fractional Undivided
Interests aggregating not less than 51% of the Trust Fund (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 Depositor, 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 Depositor, 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


                                        5

<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.




                                        5

<PAGE>



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

Dated: _________, 20__                          JPMORGAN CHASE BANK
                                                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.

                                                JPMORGAN CHASE BANK Authorized
                                                signatory of JPMorgan Chase
                                                Bank, not in its individual
                                                capacity but solely as Trustee


                                                By: ____________________________
                                                       Authorized Signatory





<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 TRUSTEE WITH AN OPINION OF COUNSEL
ADDRESSED TO THE TRUSTEE, MASTER SERVICER AND SECURITIES ADMINISTRATOR AND ON
WHICH THEY MAY RELY THAT IS SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF
CERTIFICATES ON BEHALF OF SUCH PERSON WILL NOT RESULT IN OR CONSTITUTE A
NONEXEMPT PROHIBITED TRANSACTION, IS PERMISSIBLE UNDER APPLICABLE LAW AND WILL
NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE
MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE.

          ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE OBTAINS THE PRIOR WRITTEN CONSENT OF
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. AND THE SECURITIES ADMINISTRATOR
AND PROVIDES A TRANSFER AFFIDAVIT TO STRUCTURED ASSET MORTGAGE INVESTMENTS II
INC., THE SECURITIES ADMINISTRATOR 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 ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE


                                        5

<PAGE>



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.





                                        5

<PAGE>




Certificate No.1                           [Variable Pass-Through Rate]

Class R-[_]

Date of Pooling and Servicing Agreement    Aggregate Initial Current Principal
and Cut-off Date: July 1, 2003             Amount of this Certificate as of the
                                           Cut-off Date: $___________

First Distribution Date:                   Initial Current Principal Amount of
August 25, 2003                            this Certificate as of the Cut-off
                                           Date: $_________
Master Servicer:
Wells Fargo Bank Minnesota, National
Association                                CUSIP: [_____________]

Assumed Final Distribution Date:
August 25, 2033

                          BEAR STEARNS ARM TRUST 2003-6
                        MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2003-6

     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 adjustable rate mortgage
     loans secured by first liens on one-to-four family residential
     properties sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II 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 II 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 II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured Asset
Mortgage Investments II 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") primarily consisting of adjustable rate mortgages loans
secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by Structured Asset Mortgage
Investments II Inc. ("SAMI II"). The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to SAMI II. Wells Fargo Bank Minnesota, National Association
("Wells Fargo") will act as master servicer of the Mortgage Loans (the "Master
Servicer", which term includes any successors thereto under


                                        3

<PAGE>



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 EMC Mortgage Corporation as seller and company (the
"Seller"), SAMI II, as depositor(the "Depositor"), Wells Fargo Bank Minnesota,
National Association as master servicer and securities administrator (in such
capacity, the "Securities Administrator"), and JPMorgan Chase Bank, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, capitalized terms used
herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of its acceptance hereof assents and by which such Holder is bound.

          [Interest on this Certificate will accrue during the month prior to
the month in which a Distribution Date (as hereinafter defined) occurs on the
Current Principal Amount hereof at a per annum rate equal to the Pass-Through
Rate set forth above and as further described in the Agreement.] The Trustee
will distribute on the 25th day of each month, or, if such 25th day is not a
Business Day, the immediately following Business Day (each, a "Distribution
Date"), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered at the close of business on the
last Business Day of the calendar month preceding the month of such Distribution
Date, an amount equal to the product of the Fractional Undivided Interest
evidenced by this Certificate and the amount (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 Distribution
Date in the month immediately following the month of 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 by wire transfer.
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
SAMI II, the Trustee and the Securities Administrator 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 Depositor will have the right, in its sole discretion and without notice to
the Holder of this Certificate, to sell this Certificate to a purchaser


                                        4

<PAGE>



selected by the Depositor, which purchaser may be the Depositor, or any
affiliate of the Depositor, on such terms and conditions as the Depositor 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 Trustee with an opinion of counsel
addressed to the Trustee, Master Servicer and the Securities Administrator and
on which they may rely(which shall not be at the expense of the Trustee, Master
Servicer or the Securities Administrator) which is acceptable to the Trustee,
that the purchase of this Certificate will not result in or constitute a
nonexempt prohibited transaction, is permissible under applicable law and will
not give rise to any additional fiduciary obligations on the part of the
Depositor, the Master Servicer or the Trustee.

          This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"), issued in
twenty-two 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
Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the parties thereto
with the consent of the Holders of Certificates, evidencing Fractional Undivided
Interests aggregating not less than 51% of the Trust Fund (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


                                        5

<PAGE>



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 Depositor, 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 Depositor, 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.



                                        6

<PAGE>



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

Dated: _________, 20__                          JPMORGAN CHASE BANK
                                                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.

                                                JPMORGAN CHASE BANK Authorized
                                                signatory of JPMorgan Chase
                                                Bank, not in its individual
                                                capacity but solely as Trustee

                                                By: ____________________________
                                                        Authorized Signatory





<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 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 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;

(1)   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 Gross Margin, if applicable;

(s)   the Maximum Lifetime Mortgage Rate, if applicable;





<PAGE>



(t)   the Minimum Lifetime Mortgage Rate, if applicable;

(u)   the Periodic Rate Cap, if applicable;

(v)   the number of days delinquent, if any;

(w)   which Mortgage Loans adjust after an initial fixed-rate period of five,
      seven or ten years;

(x)   The Loan Group; and

(y)   The Prepayment Charge Loans.

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 (k)
and (n) above, the weighted average by principal balance as of the Cut-off Date
of each of the rates described under (e), (f) and (g) above, and the weighted
average remaining term to maturity by unpaid principal balance as of the Cut-off
Date.







<PAGE>



                                                                       EXHIBIT C

                                   [RESERVED]





                                       C-1

<PAGE>



                                                                       EXHIBIT D

                        REQUEST FOR RELEASE OF DOCUMENTS

To:  JPMorgan Chase Bank
     4 New York Plaza, 6th Floor
     New York, New York 10004

RE:  Pooling and Servicing Agreement dated as of
     July 1, 2003, among SAMI II,
     Wells Fargo Bank Minnesota,
     National Association, as master servicer
      and securities administrator,
     EMC Mortgage Corporation, as seller
     and company and JPMorgan Chase Bank 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
                                FORM OF AFFIDAVIT

                                              Affidavit pursuant to Section
                                              860E(e)(4) of the Internal Revenue
                                              Code of 1986, as amended, and for
                                              other purposes

STATE OF                   )
                           ) ss:
COUNTY OF                  )

     [NAME OF OFFICER], being first duly sworn, deposes and says:

     1. That he is [Title of Officer] of [Name of Investor] (the "Investor"), a
[savings institution] [corporation] duly organized and existing under the laws
of [the State of ] [the United States], on behalf of which he makes this
affidavit.

     2. That (i) the Investor is not a "disqualified organization" as defined in
Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the
"Code"), and will not be a disqualified organization as of [Closing Date] [date
of purchase]; (ii) it is not acquiring the Structured Asset Mortgage Investments
Inc., Bear Stearns ARM Trust, Mortgage Pass-Through Certificates, Series 2003-6
Class R-I, Class R-II, Class R-III and Class R-IV Certificates (the "Residual
Certificates") for the account of a disqualified organization; (iii) it consents
to any amendment of the Pooling and Servicing Agreement that shall be deemed
necessary by Structured Asset Mortgage Investments II 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 _________________.



                                       E-1

<PAGE>



     5. That no purpose of the acquisition of the Residual Certificates is to
avoid or impede the assessment or collection of tax.

     6. That the Investor understands that, as the holder of the Residual
Certificates, the Investor may incur tax liabilities in excess of any cash flows
generated by such Residual Certificates.

     7. That the Investor intends to pay taxes associated with holding the
Residual Certificates as they become due.

     IN WITNESS WHEREOF, the Investor has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ____ day of _________, 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]

JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York ,New York 10004

Structured Asset Mortgage Investments II Inc.
383 Madison Avenue
New York, New York 10179

     Re:  Structured Asset Mortgage Investments II Inc., Bear Stearns ARM
          Trust, Series 2003-6 Mortgage Pass-Through Certificates (the
          "Certificates"), including the Class I-B-4, Class I-B-5, Class
          I-B-6, Class II-B-4, Class II-B-5 and II-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
               JPMorgan Chase Bank (the "Trustee") so requests, a satisfactory
               Opinion of Counsel is furnished to such effect, which Opinion of
               Counsel shall be an expense of the transferor or the transferee;

        (vii)  we agree to be bound by all of the terms (including those
               relating to restrictions on transfer) of the Pooling and
               Servicing, pursuant to which the Trust was formed; we have
               reviewed carefully and understand the terms of the Pooling and
               Servicing Agreement;

        (viii) we either: (i) are not acquiring the Privately Offered
               Certificate directly or indirectly by, or on behalf of, an
               employee benefit plan or other retirement arrangement which is
               subject to Title I of the Employee Retirement Income Security Act
               of 1974, as amended, or section 4975 of the Internal Revenue Code
               of 1986, as amended, or (ii) are providing a representation to
               the effect that the proposed transfer and holding of a Privately
               Offered Certificate and the servicing, management and 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,


                                      F-1-2

<PAGE>



               PTE 90-1, PTE 95-60, or PTE 96-23 and (II) will not give rise to
               any additional obligations on the part of the Depositor, the
               Master Servicer, the Securities Administrator or the Trustee or
               (iii) have attached hereto the opinion specified in Section 5.07
               of the Agreement.

        (ix)   We understand that each of the Privately Offered Certificates
               bears, and will continue to bear, a legend to substantiate the
               following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
               REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
               "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
               HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS
               CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
               TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
               APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
               SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER
               REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
               MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR
               A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
               INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
               TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO
               AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
               SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
               "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN
               RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR
               ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
               PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE
               SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
               LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND
               (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE
               TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS
               IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
               OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS
               OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS
               CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON
               BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
               ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE
               RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
               4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
               PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING,
               MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS:


                                      F-1-3

<PAGE>



               (1) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT
               COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION
               EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION
               EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE
               96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS
               ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE,
               WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK- ENTRY
               CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS THE OPINION
               PROVIDED IN SECTION 5.07 OF THE AGREEMENT IS PROVIDED."

     "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, 2003, among
Structured Asset Mortgage Investments II Inc., Wells Fargo Bank Minnesota,
National Association as master servicer and securities administrator, EMC
Mortgage Corporation, as seller and company and JPMorgan Chase Bank, as Trustee
(the "Pooling and Servicing Agreement').

     If the Purchaser proposes that its Certificates be registered in the name
of a nominee on its behalf, the Purchaser has identified such nominee below, and
has caused such nominee to complete the Nominee Acknowledgment at the end of
this letter.


Name of Nominee (if any): ___________________



                                      F-1-4

<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-1-5

<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-1-6

<PAGE>



                                                                     EXHIBIT F-2

                  FORM OF RULE 144A AND RELATED MATTERS CERTIFICATE

[SELLER]                                                                  [Date]

JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004

Structured Asset Mortgage Investments II Inc.
383 Madison Avenue
New York, New York 10179

          Re:  Structured Asset Mortgage Investments II Inc., Bear Stearns ARM
               Trust, Series 2003-6 Mortgage Pass-Through Certificates, Class
               I-B-4, Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5 and
               II-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:

          (x)   /_/    an insurance company as defined in Section 2(13) of the
                       Act/1; or

---------------------
1    A purchase by an insurance company for one or more of its separate
     accounts, as defined by Section 2(a)(37) of the Investment Company Act of
     1940, which are neither registered nor required to be registered
     thereunder, shall be deemed to be a purchase for the account of such
     insurance company.



                                      F-2-1

<PAGE>



          (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.



                                      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, 2003, among Structured Asset Mortgage
Investments II Inc., Wells Fargo Bank Minnesota, National Association, EMC
Mortgage Corporation and JPMorgan Chase Bank, as Trustee, pursuant to
Certificates were issued.

     The undersigned certifies that it either: (i) is not acquiring the
Privately Offered Certificate directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement which is subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended, or section
4975 of the Internal Revenue Code of 1986, as amended, or (ii) is providing a
representation or an opinion of counsel to the effect that the proposed transfer
and holding of a Privately Offered Certificate and the servicing, management and
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 and (II) will not give rise to any
additional obligations on the part of the Depositor, the Master Servicer, the
Securities Administrator or the Trustee or (iii) has attached hereto the opinion
specified in Section 5.07 of the 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-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 CUSTODIAL AGREEMENT
                           ---------------------------


          THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement'), dated as of July 31, 2003, by and among JPMORGAN CHASE
BANK, as trustee (including its successors under the Pooling and Servicing
Agreement defined below, the "Trustee"), STRUCTURED ASSET MORTGAGE INVESTMENTS
II INC., as depositor (together with any successor in interest, the
"Depositor"), WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as master
servicer and securities administrator (together with any successor in interest
or successor under the Pooling and Servicing Agreement referred to below, the
"Master Servicer") and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
custodian (together with any successor in interest or any successor appointed
hereunder, the "Custodian").


                                WITNESSETH THAT:
                                ----------------

          WHEREAS, the Depositor, the Master Servicer, the Trustee and EMC
Mortgage Corporation (the "Seller") have entered into a Pooling and Servicing
Agreement, dated as of July 1, 2003, relating to the issuance of Bear Stearns
ARM Trust 2003-6, Mortgage Pass-Through Certificates, Series 2003-4 (as in
effect on the date of this agreement, the "Original Pooling and Servicing
Agreement," and as amended and supplemented from time to time, the "Pooling and
Servicing Agreement'); and

          WHEREAS, the Custodian has agreed to act as agent for the Trustee for
the purposes of receiving and holding certain documents and other instruments
delivered by the Depositor or the Master Servicer under the Pooling and
Servicing Agreement and the Servicers under their respective Servicing
Agreements, all upon the terms and conditions and subject to the limitations
hereinafter set forth;

          NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Depositor, the
Master Servicer and the Custodian hereby agree as follows:

                                   ARTICLE I.
                                   DEFINITIONS

          Capitalized terms used in this Agreement and not defined herein shall
have the meanings assigned in the Original Pooling and Servicing Agreement,
unless otherwise required by the context herein.

                                   ARTICLE II.
                          CUSTODY OF MORTGAGE DOCUMENTS





<PAGE>



          Section 2.1. CUSTODIAN TO ACT AS AGENT: ACCEPTANCE OF MORTGAGE FILES.
The Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges (subject to any exceptions noted in the Initial Certification
referred to in Section 2.3(a) receipt of the Mortgage Files relating to the
Mortgage Loans identified on the schedule attached hereto (the "Mortgage Files")
and declares that it holds and will hold such Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.

          Section 2.2. RECORDATION OF ASSIGNMENTS. If any Mortgage File includes
one or more assignments of Mortgage to the Trustee in a state which is
specifically excluded from the Opinion of Counsel delivered by the Seller to the
Trustee and the Custodian pursuant to the provisions of Section 2.01 of the
Pooling and Servicing Agreement, each such assignment shall be delivered by the
Custodian to the Depositor for the purpose of recording it in the appropriate
public office for real property records, and the Depositor, at no expense to the
Custodian, shall promptly cause to be recorded in the appropriate public office
for real property records each such assignment of Mortgage and, upon receipt
thereof from such public office, shall return each such assignment of Mortgage
to the Custodian.

          Section 2.3. REVIEW OF MORTGAGE FILES.

          (a) On or prior to the Closing Date, in accordance with Section 2.02
of the Pooling and Servicing Agreement, the Custodian shall deliver to the
Trustee an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt (subject to any exceptions noted therein) of a Mortgage File
for each of the Mortgage Loans listed on the Schedule attached hereto (the
"Mortgage Loan Schedule").

          (b) Within 90 days of the Closing Date, the Custodian agrees, for the
benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.02 of the Pooling and Servicing Agreement, each such document, and
shall deliver to the Depositor and the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all such documents have
been executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification. The Custodian shall be under
no duty or obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face.

          (c) Not later than 180 days after the Closing Date, the Custodian
shall review the Mortgage Files as provided in Section 2.02 of the Pooling and
Servicing Agreement and deliver to the Depositor and the Trustee a Final
Certification in the form annexed hereto as Exhibit Three evidencing the
completeness of the Mortgage Files.

          (d) In reviewing the Mortgage Files as provided herein and in the
Pooling and Servicing Agreement, the Custodian shall make no representation as
to and shall not be responsible to verify (i) the validity, legality,
enforceability, due authorization, recordability, sufficiency or genuineness of
any of the documents included in any Mortgage File or (ii) the collectibility,
insurability, effectiveness or suitability of any of the documents in any
Mortgage File.


                                       G-2

<PAGE>




     Upon receipt of written request from the Trustee, the Custodian shall as
soon as practicable supply the Trustee with a list of all of the documents
relating to the Mortgage Loans missing from the Mortgage Files.

          Section 2.4. NOTIFICATION OF BREACHES OF REPRESENTATIONS AND
WARRANTIES. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Depositor as set forth in the Pooling and Servicing
Agreement with respect to a Mortgage Loan relating to a Mortgage File, the
Custodian shall give prompt written notice to the Depositor, the related
Servicer and the Trustee.

          Section 2.5. CUSTODIAN TO COOPERATE: RELEASE OF MORTGAGE FILES. Upon
receipt of written notice from the Trustee that the Seller has repurchased a
Mortgage Loan pursuant to Article II of the Pooling and Servicing Agreement, and
that the purchase price therefore has been deposited in the Master Servicer
Collection Account or the Distribution Account, then the Custodian agrees to
promptly release to the Seller the related Mortgage File.

          Upon the Custodian's receipt of a request for release (a "Request for
Release") substantially in the form of Exhibit D to the Pooling and Servicing
Agreement signed by a Servicing Officer of the related Servicer stating that it
has received payment in full of a Mortgage Loan or that payment in full will be
escrowed in a manner customary for such purposes, the Custodian agrees promptly
to release to the related Servicer the related Mortgage File. The Depositor
shall deliver to the Custodian and the Custodian agrees to accept the Mortgage
Note and other documents constituting the Mortgage File with respect to any
Substitute Mortgage Loan.

          From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, including, for this purpose, collection under any Primary
Insurance Policy, the related Servicer (or if the Servicer does not, the Master
Servicer) shall deliver to the Custodian a Request for Release signed by a
Servicing Officer requesting that possession of all of the Mortgage File be
released to the related Servicer and certifying as to the reason for such
release and that such release will not invalidate any insurance coverage
provided in respect of the Mortgage Loan under any of the Insurance Policies.
Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File to
the related Servicer. The related Servicer shall cause each Mortgage File or any
document therein so released to be returned to the Custodian when the need
therefore by the related Servicer no longer exists, unless (i) the Mortgage Loan
has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan
have been deposited in the Master Servicer Collection Account or the
Distribution Account or (ii) the Mortgage File or such document has been
delivered to an attorney, or to a public trustee or other public official as
required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the related Servicer has delivered to the Custodian a
certificate of a Servicing Officer certifying as to the name and address of the
Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery.

          At any time that a Servicer is required to deliver to the Custodian a
Request for Release, the Servicer shall deliver two copies of the Request for
Release if delivered in hard copy or the Servicer may furnish such Request for
Release electronically to the Custodian, in which event


                                       G-3

<PAGE>



the Servicing Officer transmitting the same shall be deemed to have signed the
Request for Release. In connection with any Request for Release of a Mortgage
File because of a repurchase of a Mortgage Loan, such Request for Release shall
be followed by an assignment of mortgage, without recourse, representation or
warranty from the Trustee to the Seller and the related Mortgage Note shall be
endorsed without recourse by the Trustee and be returned to the Seller. In
connection with any Request for Release of a Mortgage File because of the
payment in full of a Mortgage Loan, such Request for Release shall be
accompanied by a certificate of satisfaction or other similar instrument to be
executed by or on behalf of the Trustee and returned to the related Servicer.

          Section 2.6. ASSUMPTION AGREEMENTS. In the event that any assumption
agreement, substitution of liability agreement or sale of servicing agreement is
entered into with respect to any Mortgage Loan subject to this Agreement in
accordance with the terms and provisions of the Pooling and Servicing Agreement,
the Master Servicer, to the extent provided in the related Servicing Agreement,
shall cause the related Servicer to notify the Custodian that such assumption or
substitution agreement has been completed by forwarding to the Custodian the
original of such assumption or substitution agreement, which shall be added to
the related Mortgage File and, for all purposes, shall be considered a part of
such Mortgage File to the same extent as all other documents and instruments
constituting parts thereof.

                                  ARTICLE III.
                            CONCERNING THE CUSTODIAN

          Section 3.1. CUSTODIAN AS BAILEE AND AGENT OF THE TRUSTEE. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other than the Trustee and the
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or
Mortgage File shall be delivered by the Custodian to the Depositor, the
Servicers or the Master Servicer or otherwise released from the possession of
the Custodian.

          Section 3.2. RESERVED.

          Section 3.3. CUSTODIAN MAY OWN CERTIFICATES. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.

          Section 3.4. MASTER SERVICER TO PAY CUSTODIAN'S FEES AND EXPENSES. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may


                                       G-4

<PAGE>



arise from its negligence or bad faith or to the extent that such cost or
expense is indemnified by the Depositor pursuant to the Pooling and Servicing
Agreement.

          Section 3.5. CUSTODIAN MAY RESIGN TRUSTEE MAY REMOVE CUSTODIAN. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Depositor, the Master Servicer and the Custodian, or promptly appoint a
successor Custodian by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Custodian and one copy to the
successor Custodian. If the Trustee shall not have taken custody of the Mortgage
Files and no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.

          The Trustee may remove the Custodian at any time with the consent of
the Master Servicer. In such event, the Trustee shall appoint, or petition a
court of competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision or
examination by federal or state authority, shall be able to satisfy the other
requirements contained in Section 3.7 and shall be unaffiliated with the
Servicer or the Depositor.

          Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Depositor and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Depositor and the
Master Servicer.

          Section 3.6. MERGER OR CONSOLIDATION OF CUSTODIAN. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, 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 3.7. REPRESENTATIONS OF THE CUSTODIAN. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.

                                   ARTICLE IV.
                            MISCELLANEOUS PROVISIONS

          Section 4.1. NOTICES. All notices, requests, consents and demands and
other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt


                                       G-5

<PAGE>



requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.

          Section 4.2. AMENDMENTS. No modification or amendment of or supplement
to this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Depositor, the Master Servicer nor
the Trustee shall enter into any amendment hereof except as permitted by the
Pooling and Servicing Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling and Servicing Agreement
and furnish the Custodian with written copies thereof.

          Section 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

          Section 4.4. 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 properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Depositor and at the Trust's expense, but
only upon direction accompanied by an Opinion of Counsel reasonably satisfactory
to the Depositor to the effect that the failure to effect such recordation is
likely to materially and adversely affect the interests of the
Certificateholders.

          For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

          Section 4.5. 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 severable 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.



                                       G-6

<PAGE>



          IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.



Address:                                   JPMORGAN CHASE BANK, as Trustee

4 New York Plaza, 6th Floor
New York, New York 10004                   By: _________________________________
                                           Name:    Eboni Dawkins
Attention:                                 Title:   Trust Officer
Telecopy:
Confirmation:
Address:                                   STRUCTURED ASSET MORTGAGE
                                           INVESTMENTS II INC.
383 Madison Avenue
New York, New York 10179
                                           By: _________________________________
                                           Name:    Baron Silverstein
                                           Title:   Vice President

Address:                                   WELLS FARGO BANK MINNESOTA,
                                           NATIONAL ASSOCIATION, as Master
9062 Old Annapolis Road                    Servicer
Columbia, Maryland 21045

                                           By: _________________________________
                                           Name:    Stacey Taylor
                                           Title:   Assistant Vice President

Address:                                   WELLS FARGO BANK MINNESOTA,
                                           NATIONAL ASSOCIATION, as Custodian
9062 Old Annapolis Road
Columbia, Maryland 21045                   By: _________________________________
                                           Name:    Stacey Taylor
                                           Title:   Assistant Vice President




<PAGE>



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

          On the 31st day of July 2003 before me, a notary public in and for
said State, personally appeared Eboni Dawkins, known to me to be a Trust Officer
of JPMorgan Chase Bank, a state banking association 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


[SEAL]




<PAGE>



STATE OF MARYLAND              )
                               ) ss.:
COUNTY OF HOWARD               )

          On the 31st day of July 2003 before me, a notary public in and for
said State, personally appeared Stacey Taylor, known to me to be an Assistant
Vice President of Wells Fargo Bank Minnesota, National Association, a national
banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association,
and acknowledged to me that such national banking association 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

[SEAL]



<PAGE>



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

          On the 31st day of July 2003 before me, a notary public in and for
said State, personally appeared Baron Silverstein, known to me to be a Vice
President of Structured Asset Mortgage Investments II Inc., one of the
corporations 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 MARYLAND   )
                    )ss.:
 COUNTY OF HOWARD   )


          On the 31st day of July 2003 before me, a notary public in and for
said State, personally appeared Stacey Taylor, known to me to be an Assistant
Vice President of Wells Fargo Bank Minnesota, National Association, one of the
corporations 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 ONE

                     FORM OF CUSTODIAN INITIAL CERTIFICATION


                                                         July __, 20__



JPMorgan Chase Bank                Structured Asset Mortgage Investments II Inc.
4 New York Plaza, 6th Floor        383 Madison Avenue
New York, New York 10004           New York, New York 10179


Attention: Structured Asset Mortgage Investments II Inc.
Bear Stearns ARM Trust 2003-6, Mortgage Pass-Through Certificates, Series 2003-6

           Re:   Custodial Agreement, dated as of July 31, 2003, by and
                 among JPMorgan Chase Bank, Structured Asset Mortgage
                 Investments II Inc. and Wells Fargo Bank Minnesota,
                 National Association relating to Bear Stearns ARM Trust
                 2003-6, Mortgage Pass-Through Certificates, Series 2003-6
                 ---------------------------------------------------------

Ladies and Gentlemen:

          In accordance with Section 2.3 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling and Servicing Agreement,
the undersigned, as Custodian, hereby certifies that it has received a Mortgage
File (which contains an original Mortgage Note or lost note affidavit) to the
extent required in Section 2.01 of the Pooling and Servicing Agreement with
respect to each Mortgage Loan listed in the Mortgage Loan Schedule, with any
exceptions listed on Schedule A attached hereto.

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.

                                                   WELLS FARGO BANK MINNESOTA,
                                                   NATIONAL ASSOCIATION


                                                   By: _________________________
                                                   Name:
                                                   Title:




<PAGE>



                                   EXHIBIT TWO

                     FORM OF CUSTODIAN INTERIM CERTIFICATION

                                                        _________, 20__



JPMorgan Chase Bank                Structured Asset Mortgage Investments II Inc.
4 New York Plaza, 6th Floor        383 Madison Avenue
New York, New York 10004           New York, New York 10179



Attention:  Structured Asset Mortgage Investments II Inc.
Bear Stearns ARM Trust 2003-6, Mortgage Pass-Through Certificates, Series 2003-6

            Re:   Custodial Agreement, dated as of July 31, 2003, by and among
                  JPMorgan Chase Bank, Structured Asset Mortgage
                  Investments II Inc. and Wells Fargo Bank Minnesota, National
                  Association relating to Bear Stearns ARM Trust 2003-6,
                  Mortgage Pass-Through Certificates, Series 2003-6
                  ------------------------------------------------------------

Ladies and Gentlemen:

          In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01 of the Pooling
and Servicing Agreement with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule, and it has reviewed the Mortgage File and the Mortgage
Loan Schedule and has determined that: all required documents have been executed
and received and that such documents related to the Mortgage Loans identified on
the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.

                                       WELLS FARGO BANK MINNESOTA,
                                       NATIONAL ASSOCIATION


                                       By: _____________________________________
                                       Name: ___________________________________
                                       Title: __________________________________





<PAGE>



                                  EXHIBIT THREE

                      FORM OF CUSTODIAN FINAL CERTIFICATION



                                                       _______, 20__



JPMorgan Chase Bank                Structured Asset Mortgage Investments II Inc.
4 New York Plaza, 6th Floor        383 Madison Avenue
New York, New York 10004           New York, New York 10179


Attention: Structured Asset Mortgage Investments II Inc.
Bear Stearns ARM Trust 2003-6, Mortgage Pass-Through Certificates, Series 2003-6

           Re:   Custodial Agreement, dated as of July 31, 2003, by and among
                 JPMorgan Chase Bank, Structured Asset Mortgage
                 Investments II Inc. and Wells Fargo Bank Minnesota, National
                 Association relating to Bear Stearns ARM Trust 2003-6,
                 Mortgage Pass-Through Certificates, Series 2003-6
                 ------------------------------------------------------------

Ladies and Gentlemen:

          In accordance with Section 2.3 of the above-captioned Custodial
Agreement and subject to Section 2.02(b) of the Pooling and Servicing Agreement,
the undersigned, as Custodian, hereby certifies that it has received a Mortgage
File with respect to each Mortgage Loan listed in the Mortgage Loan Schedule
containing (I) with respect to each Mortgage Loan (other than a Cooperative
Loan):

          (i) The original Mortgage Note, endorsed without recourse to the order
     of the Trustee and showing an unbroken chain of endorsements from the
     originator thereof to the Person endorsing it to the Trustee, or a lost
     note affidavit together with a copy of the related Mortgage Note;

          (ii) The original Mortgage and, if the related Mortgage Loan is a MOM
     Loan, noting the presence of the MIN and language indicating that such
     Mortgage Loan is a MOM Loan, which shall have been recorded (or if the
     original is not available, a copy), with evidence of such recording
     indicated thereon (or if the original is not available, a copy), with
     evidence of such recording indicated thereon (or if the original Security
     Instrument, assignments to the Trustee or intervening assignments thereof
     which have been delivered, are being delivered or will, upon receipt of
     recording information relating to the Security Instrument required to be
     included thereon, be delivered to recording offices for recording and have
     not



                                       G-6

<PAGE>



     been returned to the Seller in time to permit their recording as specified
     in Section 2.01(b) of the Pooling and Servicing Agreement, shall be in
     recordable form);

          (iii) unless the Mortgage Loan is a MOM Loan, 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
     "JPMorgan Chase Bank, as Trustee", with evidence of recording with respect
     to each Mortgage Loan in the name of the Trustee thereon (or if (A) the
     original Security Instrument, assignments to the Trustee or intervening
     assignments thereof which have been delivered, are being delivered or will,
     upon receipt of recording information relating to the Security Instrument
     required to be included thereon, be delivered to recording offices for
     recording and have not been returned to the Seller in time to permit their
     delivery as specified in Section 2.01(b) of the Pooling and Servicing
     Agreement, a true copy thereof with a certification by the Seller, 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" or
     (B) the related Mortgaged Property is located in a state other than
     Maryland and an Opinion of Counsel has been provided as set forth in
     Section 2.01(b), shall be in recordable form);

          (iv) all intervening assignments of the Security Instrument, if
     applicable and only to the extent available to the Depositor 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;

          (vii) originals of all modification agreements, if applicable and
     available; and

          (viii) with respect to each Additional Collateral Mortgage Loan (as
     indicated in the Mortgage Loan Schedule) (1) a copy of the related Mortgage
     100K Pledge Agreement or Parent Power(R) Agreement, as the case may be, (2)
     a copy of the UCC-1, to the extent MLCC was required to deliver such UCC-1
     to Cendant, and an original form UCC-3, if applicable, to the extent MLCC
     was required to deliver such UCC-3 to Cendant, together with a copy of the
     applicable notice of assignment to and acknowledgment by Merrill Lynch,
     Pierce, Fenner & Smith Incorporated and (3) in connection with a Parent
     Power(R) Mortgage Loan supported by a Parent Power(R) Guaranty Agreement
     for real estate, a copy of the related Equity Access(R) Mortgage.

     and (II) with respect to each Cooperative Loan so assigned:

          (i) The original Mortgage Note, endorsed without recourse to the order
     of the Trustee and showing an unbroken chain of endorsements from the
     originator thereof to the Person endorsing it to the Trustee, or lost note
     affidavit, together with a copy of the related Mortgage Note;



                                       G-6

<PAGE>


          (ii) A counterpart of the Cooperative Lease and the Assignment of
     Proprietary Lease to the originator of the Cooperative Loan with
     intervening assignments showing an unbroken chain of title from such
     originator to the Trustee;

          (iii) The related Cooperative Stock Certificate, representing the
     related Cooperative Stock pledged with respect to such Cooperative Loan,
     together with an undated stock power (or other similar instrument) executed
     in blank;

          (iv) The original recognition agreement by the Cooperative of the
     interests of the mortgagee with respect to the related Cooperative Loan and
     any transfer documents related to the recognition agreement;

          (v) The Security Agreement;

          (vi) Copies of the original UCC-1 financing statement, and any
     continuation statements, filed by the originator of such Cooperative Loan
     as secured party, each with evidence of recording thereof, evidencing the
     interest of the originator under the Security Agreement and the Assignment
     of Proprietary Lease;

          (vii) Copies of the filed UCC-3 assignments of the security interest
     referenced in clause (vi) above showing an unbroken chain of title from the
     originator to the Trustee, each with evidence of recording thereof,
     evidencing the interest of the originator under the Security Agreement and
     the Assignment of Proprietary Lease;

          (viii) An executed assignment of the interest of the originator in the
     Security Agreement, and Assignment of Proprietary Lease, showing an
     unbroken chain of title from the originator to the Trustee; and

          (ix) The original of each modification, assumption agreement or
     preferred loan agreement, if any, relating to such Cooperative Loan.

          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement or in the
Pooling and Servicing Agreement, as applicable.

                                                  WELLS FARGO BANK
                                                  MINNESOTA, NATIONAL
                                                  ASSOCIATION



                                                  By: __________________________
                                                  Name: ________________________
                                                  Title: _______________________



                                       G-6

<PAGE>



                                                                     EXHIBIT H-1


                               SERVICING AGREEMENT

                                    ABN AMRO

                             [provided upon request]







                                       H-7

<PAGE>




                                                                     EXHIBIT H-2

                               SERVICING AGREEMENT

                                    Alliance

                             [provided upon request]






                                       H-7

<PAGE>




                                                                     EXHIBIT H-3

                               SERVICING AGREEMENT

                                     Cendant

                             [provided upon request]






                                       H-2

<PAGE>



                                                                     EXHIBIT H-4

                              SERVICING AGREEMENTS

                                   Countrywide

                             [provided upon request]








                                       H-3

<PAGE>




                                                                     EXHIBIT H-5


                               SERVICING AGREEMENT

                                   Chevy Chase

                             [provided upon request]














                                       H-4

<PAGE>


                                                                     EXHIBIT H-6


                               SERVICING AGREEMENT

                                      GMACM

                             [provided upon request]















                                       H-5

<PAGE>


                                                                     EXHIBIT H-7


                               SERVICING AGREEMENT

                                      WFHM

                             [provided upon request]















                                       H-6

<PAGE>



                                    EXHIBIT I

                              ASSIGNMENT AGREEMENTS

                             [provided upon request]










                                       I-1

<PAGE>



                                    EXHIBIT J

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT

MORTGAGE LOAN PURCHASE AGREEMENT, dated as of July 31, 2003, as amended and
supplemented by any and all amendments hereto (collectively, the "AGREEMENT"),
by and between EMC MORTGAGE CORPORATION, a Delaware corporation (the "MORTGAGE
LOAN SELLER"), and STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., a Delaware
corporation (the "PURCHASER").

          Upon the terms and subject to the conditions of this Agreement, the
Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase,
certain conventional, first lien mortgage loans secured primarily by one- to
four-family residential properties, an interest in shares issued by a
cooperative apartment corporation and the related proprietary lease and
individual condominium units (collectively, the "MORTGAGE LOANS") as described
herein. The Purchaser intends to deposit the Mortgage Loans into a trust fund
(the "TRUST FUND") and create Bear Stearns ARM Trust 2003-6, Mortgage
Pass-Through Certificates, Series 2003-6 (the "CERTIFICATES"), under a pooling
and servicing agreement, to be dated as of July 1, 2003 (the "POOLING AND
SERVICING AGREEMENT"), among the Purchaser, as depositor, Wells Fargo Bank
Minnesota, National Association, as master servicer and securities
administrator, JPMorgan Chase Bank, as trustee (the "TRUSTEE") and EMC Mortgage
Corporation, as seller and company.

          The Purchaser has filed with the Securities and Exchange Commission
(the "COMMISSION") a registration statement on Form S-3 (Number 333-106323)
relating to its Mortgage Pass-Through Certificates and the offering of certain
series thereof (including certain classes of the Certificates) from time to time
in accordance with Rule 415 under the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder (the
"SECURITIES ACT"). Such registration statement, when it became effective under
the Securities Act, and the prospectus relating to the public offering of
certain classes of the Certificates by the Purchaser (the "PUBLIC OFFERING"), as
each may be amended or supplemented from time to time pursuant to the Securities
Act or otherwise, are referred to herein as the "REGISTRATION STATEMENT" and the
"PROSPECTUS," respectively. The "PROSPECTUS SUPPLEMENT" shall mean that
supplement, dated July 29, 2003 to the Prospectus, dated July 29, 2003, relating
to certain classes of the Certificates. With respect to the Public Offering of
certain classes of the Certificates, the Purchaser and Bear, Stearns & Co. Inc.
("BEAR STEARNS") have entered into a terms agreement dated as of July 29, 2003
to an underwriting agreement dated July 29, 2003, between the Purchaser and Bear
Stearns (collectively, the "UNDERWRITING AGREEMENT").

          Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties hereto agree as follows:

                                   ARTICLE V.
DEFINITIONS. Certain terms are defined herein. Capitalized terms used herein but
not defined herein shall have the meanings specified in the Pooling and
Servicing Agreement. The following other terms are defined as follows:



                                       J-1

<PAGE>



          ACQUISITION PRICE: Cash in an amount equal to $______ (plus $______ in
accrued interest)2.

          BEAR STEARNS: Bear, Stearns & Co. Inc.

          CLOSING DATE: July 31, 2003.

          CUT-OFF DATE: July 1, 2003.

          CUT-OFF DATE BALANCE: $836,527,982.

          DELETED MORTGAGE LOAN: A Mortgage Loan replaced or to be replaced by a
Substitute Mortgage Loan.

          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.

          MASTER SERVICER: Wells Fargo Bank Minnesota, National Association.

          MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

          MERS(R) SYSTEM: The system of recording transfers of Mortgages
electronically maintained by MERS.

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

          MORTGAGE: The mortgage or deed of trust creating a first lien on an
interest in real property securing a Mortgage Note.

          MORTGAGE FILE: The items referred to in EXHIBIT 1 pertaining to a
particular Mortgage Loan and any additional documents required to be added to
such documents pursuant to this Agreement.

          MORTGAGE INTEREST RATE: The annual rate of interest borne by a
Mortgage Note as stated therein.

          MORTGAGOR: The obligor(s) on a Mortgage Note.

          NET RATE: For each Mortgage Loan, the Mortgage Interest Rate for such
Mortgage Loan less the Servicing Fee Rate and the Lender-Paid PMI Rate (if
applicable).

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

2    Please contact Bear, Stearns & Co. Inc. for Purchase Price.


                                       J-1

<PAGE>



          OPINION OF COUNSEL: A written opinion of counsel, who may be counsel
for the Mortgage Loan Seller or the Purchaser, reasonably acceptable to the
Trustee.

          PERSON: Any legal person, including any individual, corporation,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

          PURCHASE 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 this Agreement or Article II of the Pooling and Servicing
Agreement, an amount equal to the sum of (i)(a) 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 (b) 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,
plus (c) any unreimbursed Monthly Advances and servicing advances payable to the
Servicer of the Mortgage Loan and (ii) any costs and damages (if any) incurred
by the Trust in connection with any violation of such Mortgage Loan of any
predatory or abusive lending laws.

          RATING AGENCIES: Standard & Poor's and Moody's, each a "RATING
AGENCY."

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

          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.

          SERVICING AGREEMENTS: Shall have the meaning assigned to such term in
the Pooling and Servicing Agreement.

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

          SUBSTITUTE MORTGAGE LOAN: A mortgage loan substituted for a Deleted
Mortgage Loan which must meet on the date of such substitution the requirements
stated herein and in the Pooling and Servicing Agreement; upon such
substitution, such mortgage loan shall be a "Mortgage Loan" hereunder.

          VALUE: The value of the Mortgaged Property at the time of origination
of the related Mortgage Loan, such value being the lesser of (i) the value of
such property set forth in an appraisal accepted by the applicable originator of
the Mortgage Loan or (ii) the sales price of such property at the time of
origination.

                                   ARTICLE VI.
PURCHASE AND SALE OF THE MORTGAGE LOANS AND RELATED RIGHTS. 6.1. Upon
satisfaction of the conditions set forth in Section 10 hereof, the Mortgage Loan
Seller agrees to sell, and the


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Purchaser agrees to purchase Mortgage Loans having an aggregate outstanding
principal balance as of the Cut-off Date equal to the Cut-off Date Balance.

          Section 6.2. The closing for the purchase and sale of the Mortgage
Loans and the closing for the issuance of the Certificates will take place on
the Closing Date at the office of the Purchaser's counsel in New York, New York
or such other place as the parties shall agree.

          Section 6.3. Upon the satisfaction of the conditions set forth in
Section 10 hereof, on the Closing Date, the Purchaser shall pay to the Mortgage
Loan Seller the Acquisition Price for the Mortgage Loans in immediately
available funds by wire transfer to such account or accounts as shall be
designated by the Mortgage Loan Seller.

          Section 6.4. In addition to the foregoing, on the Closing Date the
Mortgage Loan Seller assigns to the Purchaser all of its right, title and
interest in the Servicing Agreements (other than its right to enforce the
representations and warranties set forth therein).

                                  ARTICLE VII.
MORTGAGE LOAN SCHEDULES. The Mortgage Loan Seller agrees to provide to the
Purchaser as of the date hereof a preliminary listing of the Mortgage Loans (the
"PRELIMINARY MORTGAGE LOAN SCHEDULE") setting forth the information listed on
EXHIBIT 2 to this Agreement with respect to each of the Mortgage Loans being
sold by the Mortgage Loan Seller. If there are changes to the Preliminary
Mortgage Loan Schedule, the Mortgage Loan Seller shall provide to the Purchaser
as of the Closing Date a final schedule (the "FINAL MORTGAGE LOAN SCHEDULE")
setting forth the information listed on EXHIBIT 2 to this Agreement with respect
to each of the Mortgage Loans being sold by the Mortgage Loan Seller to the
Purchaser. The Final Mortgage Loan Schedule shall be delivered to the Purchaser
on the Closing Date, shall be attached to an amendment to this Agreement to be
executed on the Closing Date by the parties hereto and shall be in form and
substance mutually agreed to by the Mortgage Loan Seller and the Purchaser (the
"AMENDMENT"). If there are no changes to the Preliminary Mortgage Loan Schedule,
the Preliminary Mortgage Loan Schedule shall be the Final Mortgage Loan Schedule
for all purposes hereof.

                                  ARTICLE VIII.
MORTGAGE LOAN TRANSFER.

          Section 8.1. The Purchaser will be entitled to all scheduled payments
of principal and interest on the Mortgage Loans due after the Cut-off Date
(regardless of when actually collected) and all payments thereon, other than
scheduled principal and interest received after the Cut-off Date. The Mortgage
Loan Seller will be entitled to all scheduled payments of principal and interest
on the Mortgage Loans due on or before the Cut-off Date (including payments
collected after the Cut-off Date) and all payments thereon, other than scheduled
principal and interest received on or before the Cut-off Date. Such principal
amounts and any interest thereon belonging to the Mortgage Loan Seller as
described above will not be included in the aggregate outstanding principal
balance of the Mortgage Loans as of the Cut-off Date as set forth on the Final
Mortgage Loan Schedule.



                                       J-1

<PAGE>



          Section 8.2. Pursuant to various conveyancing documents to be executed
on the Closing Date and pursuant to the Pooling and Servicing Agreement, the
Purchaser will assign on the Closing Date all of its right, title and interest
in and to the Mortgage Loans to the Trustee for the benefit of the
Certificateholders. In connection with the transfer and assignment of the
Mortgage Loans, the Mortgage Loan Seller has delivered or will deliver or cause
to be delivered to the Trustee by the Closing Date or such later date as is
agreed to by the Purchaser and the Mortgage Loan Seller (each of the Closing
Date and such later date is referred to as a "MORTGAGE FILE DELIVERY DATE"), the
items of each Mortgage File, PROVIDED, HOWEVER, that in lieu of the foregoing,
the Mortgage Loan Seller may deliver the following documents, under the
circumstances set forth below: (w) in lieu of the original Security Instrument,
assignments to the Trustee or intervening assignments thereof which have been
delivered, are being delivered or will, upon receipt of recording information
relating to the Security Instrument required to be included thereon, be
delivered to recording offices for recording and have not been returned to the
Mortgage Loan Seller in time to permit their delivery as specified above, the
Mortgage Loan Seller may deliver a true copy thereof with a certification by the
Mortgage Loan Seller, 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"; (x) in lieu of the Security Instrument, assignments
to the Trustee or intervening assignments thereof, if the applicable
jurisdiction retains the originals of such documents (as evidenced by a
certification from the Mortgage Loan Seller to such effect) the Mortgage Loan
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; (y) in lieu of the Mortgage
Notes relating to the Mortgage Loans, each identified in the list delivered by
the Purchaser to the Trustee on the Closing Date and attached hereto as Exhibit
5, the Mortgage Loan Seller may deliver lost note affidavits and indemnities of
the Mortgage Loan Seller; and (z) the Mortgage Loan Seller shall not be required
to deliver intervening assignments or Mortgage Note endorsements between the
related Underlying Seller and the Mortgage Loan Seller, between the Mortgage
Loan Seller and the Depositor, and between the Depositor 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
Mortgage Loan Seller, in lieu of delivering the above documents, may deliver to
the Trustee a certification by the Mortgage Loan Seller or the Master Servicer
to such effect and shall deposit all amounts paid in respect of such Mortgage
Loans in the Master Servicer Collection Account on the Closing Date. The
Mortgage Loan Seller shall deliver such original documents (including any
original documents as to which certified copies had previously been delivered)
or such certified copies to the Trustee promptly after they are received. The
Mortgage Loan Seller shall cause the Mortgage and intervening assignments, if
any, and the assignment of the Security Instrument to be recorded not later than
180 days after the Closing Date, unless such assignment is not required to be
recorded under the terms set forth in Section 6(a) hereof.

          Section 8.3. In connection with the assignment of any Mortgage Loan
registered on the MERS(R) System, the Mortgage Loan Seller further agrees that
it will cause, at the Mortgage Loan Seller's own expense, within 30 days after
the Closing Date, the MERS(R) System to indicate that such Mortgage Loans have
been assigned by the Mortgage Loan Seller to the Purchaser and by the Purchaser
to the Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are


                                       J-1

<PAGE>



repurchased in accordance with this Agreement) in such computer files (a) the
code in the field which identifies the specific Trustee and (b) the code in the
field "Pool Field" which identifies the series of the Certificates issued in
connection with such Mortgage Loans. The Mortgage Loan Seller further agrees
that it will not, and will not permit any Servicer or the Master Servicer to,
and the Master Servicer agrees that it will not, alter the codes referenced in
this paragraph with respect to any Mortgage Loan during the term of the Pooling
and Servicing Agreement unless and until such Mortgage Loan is repurchased in
accordance with the terms of the Pooling and Servicing Agreement.

          Section 8.4. The Mortgage Loan Seller and the Purchaser acknowledge
hereunder that all of the Mortgage Loans and the related servicing will
ultimately be assigned to JPMorgan Chase Bank, as Trustee for the
Certificateholders, on the date hereof.

                                   ARTICLE IX.
EXAMINATION OF MORTGAGE FILES.

          Section 9.1. On or before the Mortgage File Delivery Date, the
Mortgage Loan Seller will have made the Mortgage Files available to the
Purchaser or its agent for examination which may be at the offices of the
Trustee or the Mortgage Loan Seller and/or the Mortgage Loan Seller's custodian.
The fact that the Purchaser or its agent has conducted or has failed to conduct
any partial or complete examination of the Mortgage Files shall not affect the
Purchaser's rights to demand cure, repurchase, substitution or other relief as
provided in this Agreement. In furtherance of the foregoing, the Mortgage Loan
Seller shall make the Mortgage Files available to the Purchaser or its agent
from time to time so as to permit the Purchaser to confirm the Mortgage Loan
Seller's compliance with the delivery and recordation requirements of this
Agreement and the Pooling and Servicing Agreement. In addition, upon request of
the Purchaser, the Mortgage Loan Seller agrees to provide to the Purchaser, Bear
Stearns and to any investors or prospective investors in the Certificates
information regarding the Mortgage Loans and their servicing, to make the
Mortgage Files available to the Purchaser, Bear Stearns and to such investors or
prospective investors (which may be at the offices of the Mortgage Loan Seller
and/or the Mortgage Loan Seller's custodian) and to make available personnel
knowledgeable about the Mortgage Loans for discussions with the Purchaser, Bear
Stearns and such investors or prospective investors, upon reasonable request
during regular business hours, sufficient to permit the Purchaser, Bear Stearns
and such investors or potential investors to conduct such due diligence as any
such party reasonably believes is appropriate.

          Section 9.2. Pursuant to the Pooling and Servicing Agreement, on the
Closing Date the Custodian, on behalf of the Trustee, for the benefit of the
Certificateholders, will acknowledge receipt of each Mortgage Loan, by delivery
to the Mortgage Loan Seller, the Purchaser and the Trustee of an initial
certification in the form attached as Exhibit One to the Custodial Agreement.

          Section 9.3. Pursuant to the Pooling and Servicing Agreement, within
90 days of the Closing Date (or, with respect to any Substitute Mortgage Loan,
within five Business Days after the receipt by the Trustee or Custodian
thereof), the Trustee will review or shall cause the Custodian to review items
of the Mortgage Files as set forth on EXHIBIT 1 and will deliver to the


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<PAGE>



Mortgage Loan Seller, the Purchaser and the Trustee an interim certification
substantially in the form of Exhibit Two to the Custodial Agreement. If the
Trustee or Custodian, as its agent, finds any document listed on EXHIBIT 1 not
to have been executed or 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 the Final Mortgage Loan Schedule or to appear
defective on its face (a "MATERIAL DEFECT"), the Trustee or the Custodian, as
its agent, shall promptly notify the Mortgage Loan Seller of such Material
Defect. The Mortgage Loan Seller shall correct or cure any such Material Defect
within 90 days from the date of notice from the Trustee or the Custodian, as its
agent, of the Material Defect and if the Mortgage Loan Seller fails to correct
or cure such Material Defect within such period and such defect materially and
adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the Mortgage Loan Seller will, in accordance with the terms of
the Pooling and Servicing Agreement, within 90 days of the date of notice,
provide the Trustee with a Substitute Mortgage Loan (if within two years of the
Closing Date) or purchase the related Mortgage Loan at the applicable Purchase
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, repurchase or substitution must occur within 90 days from the date
such breach was discovered; PROVIDED, HOWEVER, that if such defect relates
solely to the inability of the Mortgage Loan Seller 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, the Mortgage Loan Seller shall not be
required to purchase such Mortgage Loan if the Mortgage Loan Seller 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 the Mortgage Loan Seller 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 the Mortgage Loan Seller 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 or the Custodian, as its
agent, shall be effected by the Mortgage Loan Seller within thirty days of its
receipt of the original recorded document.

          Section 9.4. Pursuant to the Pooling and Servicing Agreement, within
180 days of the Closing Date (or, with respect to any Substitute Mortgage Loan,
within five Business Days after the receipt by the Trustee or Custodian thereof)
the Trustee will review or cause the Custodian to review items of the Mortgage
Files as set forth on EXHIBIT 1 and will deliver to the Mortgage Loan Seller,
the Purchaser and the Trustee a final certification substantially in the form of
Exhibit Three to the Custodial Agreement. If the Trustee or Custodian, as its
agent, finds a Material Defect, the Trustee or the Custodian, as its agent,
shall promptly notify the Mortgage Loan Seller of such Material Defect. The
Mortgage Loan Seller shall correct or cure any such Material Defect within 90
days from the date of notice from the Trustee or the Custodian, as its agent, of
the Material Defect and if the Mortgage Loan Seller fails to correct or cure
such Material Defect within such period and such defect materially and adversely
affects the interests of the Certificateholders in the related Mortgage Loan,
the Mortgage Loan Seller will, in accordance with the terms of the Pooling and
Servicing Agreement, within 90 days of the date of notice, provide the Trustee
with a Substitute Mortgage Loan (if within two years of the Closing Date) or
purchase the related Mortgage Loan at the applicable Purchase Price; PROVIDED
THAT, if


                                       J-1

<PAGE>



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,
repurchase or substitution must occur within 90 days from the date such breach
was discovered; PROVIDED, HOWEVER, that if such defect relates solely to the
inability of the Mortgage Loan Seller 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, the Mortgage Loan Seller shall not be required to
purchase such Mortgage Loan if the Mortgage Loan Seller 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 the Mortgage Loan Seller 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 the Mortgage Loan Seller 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 or the Custodian, as its agent, shall be effected by
the Mortgage Loan Seller within thirty days of its receipt of the original
recorded document.

          Section 9.5. At the time of any substitution, the Mortgage Loan Seller
shall deliver or cause to be delivered the Substitute Mortgage Loan, the related
Mortgage File and any other documents and payments required to be delivered in
connection with a substitution pursuant to the Pooling and Servicing Agreement.
At the time of any purchase or substitution, the Trustee in accordance with the
terms of the Pooling and Servicing Agreement shall (i) assign to the Mortgage
Loan Seller and cause the Custodian to release the documents (including, but not
limited to, the Mortgage, Mortgage Note and other contents of the Mortgage File)
in the possession of the Custodian relating to the Deleted Mortgage Loan and
(ii) execute and deliver such instruments of transfer or assignment, in each
case without recourse, as shall be necessary to vest in the Mortgage Loan Seller
title to such Deleted Mortgage Loan.

                                   ARTICLE X.
RECORDATION OF ASSIGNMENTS OF MORTGAGE.

          Section 10.1. The Mortgage Loan Seller shall cause each assignment of
the Security Instrument from the Mortgage Loan Seller to the Trustee to be
recorded not later than 180 days after the Closing Date, unless (a) such
recordation is not required by the Rating Agencies or an Opinion of Counsel has
been provided to the Trustee (with a copy to the Custodian) which states that
the recordation of such assignments is not necessary to protect the interests of
the Certificateholders in the related Mortgage Loans or (b) MERS is identified
on the Mortgage or a properly recorded assignment of the Mortgage, as the
Mortgagee of record solely as nominee for the Mortgage Loan Seller and its
successors and assigns; PROVIDED, HOWEVER, notwithstanding the foregoing, each
assignment shall be submitted for recording by the Mortgage Loan Seller in the
manner described above, at no expense to the Trust or 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 a Event of Default, (iii) the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Mortgage Loan Seller and (iv) the
occurrence of a servicing transfer as described in Section 8.02 of the Pooling
and Servicing Agreement.


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<PAGE>




          While each such Mortgage or assignment is being recorded, if
necessary, the Mortgage Loan Seller shall leave or cause to be left with the
Trustee a certified copy of such Mortgage or assignment. All customary recording
fees and reasonable expenses relating to the recordation of the assignments of
mortgage to the Trustee or the Opinion of Counsel, as the case may be, shall be
borne by the Mortgage Loan Seller.

          Section 10.2. It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser,
as contemplated by this Agreement be, and be treated as, a sale. It is, further,
not the intention of the parties that such conveyance be deemed a pledge of the
Mortgage Loans by the Mortgage Loan Seller to the Purchaser to secure a debt or
other obligation of the Mortgage Loan Seller. However, in the event that,
notwithstanding the intent of the parties, the Mortgage Loans are held by a
court to continue to be property of the Mortgage Loan Seller, then (a) this
Agreement shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of
the Mortgage Loans provided for herein shall be deemed to be a grant by the
Mortgage Loan Seller to the Purchaser of a security interest in all of the
Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans
and all amounts payable to the holders of the Mortgage Loans in accordance with
the terms thereof and all proceeds of the conversion, voluntary or involuntary,
of the foregoing into cash, instruments, securities or other property, to the
extent the Purchaser would otherwise be entitled to own such Mortgage Loans and
proceeds pursuant to Section 4 hereof, including all amounts, other than
investment earnings, from time to time held or invested in any accounts created
pursuant to the Pooling and Servicing Agreement, whether in the form of cash,
instruments, securities or other property; (c) the possession by the Purchaser
or the Trustee of Mortgage Notes and such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be
"possession by the secured party" for purposes of perfecting the security
interest pursuant to Section 9-313 (or comparable provision) of the applicable
Uniform Commercial Code; and (d) notifications to persons holding such property,
and acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Purchaser for the purpose of perfecting such security interest under
applicable law. Any assignment of the interest of the Purchaser pursuant to any
provision hereof or pursuant to the Pooling and Servicing Agreement shall also
be deemed to be an assignment of any security interest created hereby. The
Mortgage Loan Seller and the Purchaser shall, to the extent consistent with this
Agreement, take such actions as may be reasonably necessary to ensure that, if
this Agreement were deemed to create a security interest in the Mortgage Loans,
such security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout
the term of the Pooling and Servicing Agreement.

                                   ARTICLE XI.
REPRESENTATIONS AND WARRANTIES OF MORTGAGE LOAN SELLER CONCERNING THE MORTGAGE
LOANS. The Mortgage Loan Seller hereby represents and warrants to the Purchaser
as of the Closing Date or such other date as may be specified below with respect
to each Mortgage Loan being sold by it:



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<PAGE>



          (i) the information set forth in the Mortgage Loan Schedule hereto is
     true and correct in all material respects and the information provided to
     the Rating Agencies, including the Mortgage Loan level detail, is true and
     correct according to the Rating Agency requirements;

          (ii) immediately prior to the transfer to the Purchaser, the Mortgage
     Loan Seller was the sole owner of beneficial title and holder of each
     Mortgage and Mortgage Note relating to the Mortgage Loans and is conveying
     the same free and clear of any and all liens, claims, encumbrances,
     participation interests, equities, pledges, charges or security interests
     of any nature and the Mortgage Loan Seller has full right and authority to
     sell or assign the same pursuant to this Agreement;

          (iii) to the best of the Mortgage Loan Seller's knowledge, each
     Mortgage Loan at the time it was made complied in all material respects
     with applicable state and federal laws, including, without limitation,
     usury, equal credit opportunity, disclosure and recording laws; and, to the
     best of the Mortgage Loan Seller's knowledge, each Mortgage Loan has been
     serviced in all material respects in accordance with applicable state and
     federal laws, including, without limitation, usury, equal credit
     opportunity, disclosure and recording laws and the terms of the related
     Mortgage Note, the Mortgage and other loan documents;

          (iv) there is no monetary default existing under any Mortgage or the
     related Mortgage Note and there is no material event which, with the
     passage of time or with notice and the expiration of any grace or cure
     period, would constitute a default, breach or event of acceleration; and
     neither the Mortgage Loan Seller, any of its affiliates nor any servicer of
     any related Mortgage Loan has taken any action to waive any default, breach
     or event of acceleration; no foreclosure action is threatened or has been
     commenced with respect to the Mortgage Loan;

          (v) the terms of the Mortgage Note and the Mortgage have not been
     impaired, waived, altered or modified in any respect, except by written
     instruments, (i) if required by law in the jurisdiction where the Mortgaged
     Property is located, or (ii) to protect the interests of the Trustee on
     behalf of the Certificateholders;

          (vi) no selection procedure reasonably believed by the Mortgage Loan
     Seller to be adverse to the interests of the Certificateholders was
     utilized in selecting the Mortgage Loans;

          (vii) each Mortgage is a valid and enforceable first lien on the
     property securing the related Mortgage Note and each Mortgaged Property is
     owned by the Mortgagor in fee simple (except with respect to common areas
     in the case of condominiums, PUDs and DE MINIMIS PUDs) or by leasehold for
     a term longer than the term of the related Mortgage, subject only to (i)
     the lien of current real property taxes and assessments, (ii) covenants,
     conditions and restrictions, rights of way, easements and other matters of
     public record as of the date of recording of such Mortgage, such exceptions
     being acceptable to mortgage lending institutions generally or specifically
     reflected in the


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<PAGE>



     appraisal obtained in connection with the origination of the related
     Mortgage Loan or referred to in the lender's title insurance policy
     delivered to the originator of the related Mortgage Loan and (iii) other
     matters to which like properties are commonly subject which do not
     materially interfere with the benefits of the security intended to be
     provided by such Mortgage;

          (viii) there is no mechanics' lien or claim for work, labor or
     material affecting the premises subject to any Mortgage which is or may be
     a lien prior to, or equal with, the lien of such Mortgage except those
     which are insured against by the title insurance policy referred to in
     (xiiii) below;

          (ix) as of the Cut-off Date, to the best of the Mortgage Loan Seller's
     knowledge, there was no delinquent tax or assessment lien against the
     property subject to any Mortgage, except where such lien was being
     contested in good faith and a stay had been granted against levying on the
     property;

          (x) there is no valid offset, defense or counterclaim to any Mortgage
     Note or Mortgage, including the obligation of the Mortgagor to pay the
     unpaid principal and interest on such Mortgage Note;

          (xi) to the best of the Mortgage Loan Seller's knowledge, except to
     the extent insurance is in place which will cover such damage, the physical
     property subject to any Mortgage is free of material damage and is in good
     repair and there is no proceeding pending or threatened for the total or
     partial condemnation of any Mortgaged Property;

          (xii) to the best of the Mortgage Loan Seller's knowledge, the
     Mortgaged Property and all improvements thereon comply with all
     requirements of any applicable zoning and subdivision laws and ordinances;

          (xiii) a lender's title insurance policy (on an ALTA or CLTA form) or
     binder, or other assurance of title customary in the relevant jurisdiction
     therefor in a form acceptable to Fannie Mae or Freddie Mac, was issued on
     the date that each Mortgage Loan was created by a title insurance company
     which, to the best of the Mortgage Loan Seller's knowledge, was qualified
     to do business in the jurisdiction where the related Mortgaged Property is
     located, insuring the Mortgage Loan Seller and its successors and assigns
     that the Mortgage is a first priority lien on the related Mortgaged
     Property in the original principal amount of the Mortgage Loan. The
     Mortgage Loan Seller is the sole insured under such lender's title
     insurance policy, and such policy, binder or assurance is valid and remains
     in full force and effect, and each such policy, binder or assurance shall
     contain all applicable endorsements including a negative amortization
     endorsement, if applicable;

          (xiv) at the time of origination, each Mortgaged Property was the
     subject of an appraisal which conformed to the underwriting requirements of
     the originator of the Mortgage Loan;



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<PAGE>



          (xv) as of the Closing Date, the improvements on each Mortgaged
     Property securing a Mortgage Loan is insured (by an insurer which is
     acceptable to the Mortgage Loan Seller) against loss by fire and such
     hazards as are covered under a standard extended coverage endorsement in
     the locale in which the Mortgaged Property is located, in an amount which
     is not less than the lesser of the maximum insurable value of the
     improvements securing such Mortgage Loan or the outstanding principal
     balance of the Mortgage Loan, but in no event in an amount less than an
     amount that is required to prevent the Mortgagor from being deemed to be a
     co-insurer thereunder; if the improvement on the Mortgaged Property is a
     condominium unit, it is included under the coverage afforded by a blanket
     policy for the condominium project; if upon origination of the related
     Mortgage Loan, the improvements on the Mortgaged Property were in an area
     identified as a federally designated flood area, a flood insurance policy
     is in effect in an amount representing coverage not less than the least of
     (i) the outstanding principal balance of the Mortgage Loan, (ii) the
     restorable cost of improvements located on such Mortgaged Property or (iii)
     the maximum coverage available under federal law; and each Mortgage
     obligates the Mortgagor thereunder to maintain the insurance referred to
     above at the Mortgagor's cost and expense;

          (xvi) each Mortgage Loan constitutes a "qualified mortgage" under
     Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
     1.8600-2(a)(1);

          (xvii) each Mortgage Loan was originated or funded by (a) a savings
     and loan association, savings bank, commercial bank, credit union,
     insurance company or similar institution which is supervised and examined
     by a federal or state authority (or originated by (i) a subsidiary of any
     of the foregoing institutions which subsidiary is actually supervised and
     examined by applicable regulatory authorities or (ii) a mortgage loan
     correspondent of any of the foregoing and that was originated pursuant to
     the criteria established by any of the foregoing) or (b) a mortgagee
     approved by the Secretary of Housing and Urban Development pursuant to
     sections 203 and 211 of the National Housing Act, as amended;

          (xviii) none of the Mortgage Loans are (a) loans subject to 12 CFR
     Part 226.31, 12 CFR Part 226.32 or 12 CFR Part 226.34 of Regulation Z, the
     regulation implementing TILA, which implements the Home Ownership and
     Equity Protection Act of 1994, as amended or (b) classified and/or defined
     as a "high cost", "covered", or "predatory" loan under any other state,
     federal or local law or regulation or ordinance, including, but not limited
     to, the States of Georgia or North Carolina, or the City of New York; and

          (xxix) the information set forth in Schedule A of the Prospectus
     Supplement with respect to the Mortgage Loans is true and correct in all
     material respects.

          It is understood and agreed that the representations and warranties
set forth in this Section 7 will inure to the benefit of the Purchaser, its
successors and assigns, notwithstanding any restrictive or qualified endorsement
on any Mortgage Note or assignment of Mortgage or the examination of any
Mortgage File. Upon any substitution for a Mortgage Loan, the


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<PAGE>



representations and warranties set forth above shall be deemed to be made by the
Mortgage Loan Seller as to any Substitute Mortgage Loan as of the date of
substitution.

          Upon discovery or receipt of notice by the Mortgage Loan Seller, the
Purchaser or the Trustee of a breach of any representation or warranty of the
Mortgage Loan Seller set forth in this Section 7 which materially and adversely
affects the value of the interests of the Purchaser, the Certificateholders or
the Trustee in any of the Mortgage Loans delivered to the Purchaser pursuant to
this Agreement, the party discovering or receiving notice of such breach shall
give prompt written notice to the others. In the case of any such breach of a
representation or warranty set forth in this Section 7, within 90 days from the
date of discovery by the Mortgage Loan Seller, or the date the Mortgage Loan
Seller is notified by the party discovering or receiving notice of such breach
(whichever occurs earlier), the Mortgage Loan Seller will (i) cure such breach
in all material respects, (ii) purchase the affected Mortgage Loan at the
applicable Purchase Price or (iii) if within two years of the Closing Date,
substitute a qualifying Substitute Mortgage Loan in exchange for such Mortgage
Loan. The obligations of the Mortgage Loan Seller to cure, purchase or
substitute a qualifying Substitute Mortgage Loan shall constitute the
Purchaser's, the Trustee's and the Certificateholder's sole and exclusive remedy
under this Agreement or otherwise respecting a breach of representations or
warranties hereunder with respect to the Mortgage Loans, except for the
obligation of the Mortgage Loan Seller to indemnify the Purchaser for such
breach as set forth in and limited by Section 13 hereof.

          Any cause of action against the Mortgage Loan Seller or relating to or
arising out of a breach by the Mortgage Loan Seller of any representations and
warranties made in this Section 7 shall accrue as to any Mortgage Loan upon (i)
discovery of such breach by the Mortgage Loan Seller or notice thereof by the
party discovering such breach and (ii) failure by the Mortgage Loan Seller to
cure such breach, purchase such Mortgage Loan or substitute a qualifying
Substitute Mortgage Loan pursuant to the terms hereof.

                                  ARTICLE XII.
REPRESENTATIONS AND WARRANTIES CONCERNING THE MORTGAGE LOAN SELLER. As of the
date hereof and as of the Closing Date, the Mortgage Loan Seller represents and
warrants to the Purchaser as to itself in the capacity indicated as follows:

          (a) the Mortgage Loan Seller (i) is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and (ii) is qualified and in good standing 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
Mortgage Loan Seller's business as presently conducted or on the Mortgage Loan
Sellers ability to enter into this Agreement and to consummate the transactions
contemplated hereby;

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

          (c) the execution and delivery by the Mortgage Loan Seller of this
Agreement have been duly authorized by all necessary action on the part of the
Mortgage Loan Seller; and


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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 Mortgage Loan Seller or its properties or the charter or
by-laws of the Mortgage Loan Seller, except those conflicts, breaches or
defaults which would not reasonably be expected to have a material adverse
effect on the Mortgage Loan Seller's ability to enter into this Agreement and to
consummate the transactions contemplated hereby;

          (d) the execution, delivery and performance by the Mortgage Loan
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 and, in connection with the recordation of the
Mortgages, powers of attorney or assignments of Mortgages not yet completed;

          (e) this Agreement has been duly executed and delivered by the
Mortgage Loan Seller and, assuming due authorization, execution and delivery by
the Purchaser, constitutes a valid and binding obligation of the Mortgage Loan
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);

          (f) there are no actions, suits or proceedings pending or, to the
knowledge of the Mortgage Loan Seller, threatened against the Mortgage Loan
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 Mortgage Loan Seller will be determined adversely to the Mortgage Loan
Seller and will if determined adversely to the Mortgage Loan Seller materially
and adversely affect the Mortgage Loan Seller's ability to perform its
obligations under this Agreement; and the Mortgage Loan 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

          (g) the Mortgage Loan Seller's Information (as defined in Section
13(a) hereof) does not include any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading.

                                  ARTICLE XIII.
REPRESENTATIONS AND WARRANTIES CONCERNING THE PURCHASER. As of the date hereof
and as of the Closing Date, the Purchaser represents and warrants to the
Mortgage Loan Seller as follows:

          (a) the Purchaser (i) is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and (ii)
is qualified and in good standing as a foreign corporation to do business in
each jurisdiction where such qualification is necessary,


                                       J-1

<PAGE>



except where the failure so to qualify would not reasonably be expected to have
a material adverse effect on the Purchaser's business as presently conducted or
on the Purchaser's ability to enter into this Agreement and to consummate the
transactions contemplated hereby;

          (b) the Purchaser 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;

          (c) the execution and delivery by the Purchaser of this Agreement have
been duly authorized by all necessary corporate action on the part of the
Purchaser; 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 Purchaser or its properties or the
articles of incorporation or by-laws of the Purchaser, except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on the Purchaser's ability to enter into this Agreement and to
consummate the transactions contemplated hereby;

          (d) the execution, delivery and performance by the Purchaser 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;

          (e) this Agreement has been duly executed and delivered by the
Purchaser and, assuming due authorization, execution and delivery by the
Mortgage Loan Seller, constitutes a valid and binding obligation of the
Purchaser 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);

          (f) there are no actions, suits or proceedings pending or, to the
knowledge of the Purchaser, threatened against the Purchaser, 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 Purchaser will be determined
adversely to the Purchaser and will if determined adversely to the Purchaser
materially and adversely affect the Purchaser's ability to perform its
obligations under this Agreement; and the Purchaser 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

          (g) the Purchaser's Information (as defined in Section 13(b) hereof)
does not include any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.

                                  ARTICLE XIV.


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CONDITIONS TO CLOSING.

          (a) The obligations of the Purchaser under this Agreement will be
subject to the satisfaction, on or prior to the Closing Date, of the following
conditions:

               a. Each of the obligations of the Mortgage Loan Seller required
          to be performed at or prior to the Closing Date pursuant to the terms
          of this Agreement shall have been duly performed and complied with in
          all material respects; all of the representations and warranties of
          the Mortgage Loan Seller under this Agreement shall be true and
          correct as of the date or dates specified in all material respects;
          and no event shall have occurred which, with notice or the passage of
          time, would constitute a default under this Agreement, or the Pooling
          and Servicing Agreement; and the Purchaser shall have received
          certificates to that effect signed by authorized officers of the
          Mortgage Loan Seller.

               b. The Purchaser shall have received all of the following closing
          documents, in such forms as are agreed upon and reasonably acceptable
          to the Purchaser, duly executed by all signatories (other than the
          Purchaser) as required pursuant to the respective terms thereof:

               (i) If required pursuant to Section 3 hereof, the Amendment dated
     as of the Closing Date and any documents referred to therein;

               (ii) If required pursuant to Section 3 hereof, the Final Mortgage
     Loan Schedule containing the information set forth on Exhibit 2 hereto, one
     copy to be attached to each counterpart of the Amendment;

               (iii) The Pooling and Servicing Agreement, in form and substance
     reasonably satisfactory to the Trustee and the Purchaser, and all documents
     required thereby duly executed by all signatories;

               (iv) A certificate of an officer of the Mortgage Loan Seller
     dated as of the Closing Date, in a form reasonably acceptable to the
     Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller
     authorizing the transactions contemplated by this Agreement, together with
     copies of the charter and by-laws of the Mortgage Loan Seller;

               (v) One or more opinions of counsel from the Mortgage Loan
     Seller's counsel otherwise in form and substance reasonably satisfactory to
     the Purchaser, the Trustee and each Rating Agency;

               (vi) A letter from each of the Rating Agencies giving each Class
     of Certificates set forth on Schedule A the rating set forth on Schedule A;
     and



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               (vii) Such other documents, certificates (including additional
     representations and warranties) and opinions as may be reasonably necessary
     to secure the intended ratings from each Rating Agency for the
     Certificates.

            c. The Certificates to be sold to Bear Stearns pursuant to the
     Underwriting Agreement and the Purchase Agreement shall have been issued
     and sold to Bear Stearns.

            d. The Mortgage Loan Seller shall have furnished to the Purchaser
     such other certificates of its officers or others and such other documents
     and opinions of counsel to evidence fulfillment of the conditions set forth
     in this Agreement and the transactions contemplated hereby as the Purchaser
     and its counsel may reasonably request.

          (b) The obligations of the Mortgage Loan Seller under this Agreement
shall be subject to the satisfaction, on or prior to the Closing Date, of the
following conditions:

            a. The obligations of the Purchaser required to be performed by it
     on or prior to the Closing Date pursuant to the terms of this Agreement
     shall have been duly performed and complied with in all material respects,
     and all of the representations and warranties of the Purchaser under this
     Agreement shall be true and correct in all material respects as of the date
     hereof and as of the Closing Date, and no event shall have occurred which
     would constitute a breach by it of the terms of this Agreement, and the
     Mortgage Loan Seller shall have received a certificate to that effect
     signed by an authorized officer of the Purchaser.

            b. The Mortgage Loan Seller shall have received copies of all of the
     following closing documents, in such forms as are agreed upon and
     reasonably acceptable to the Mortgage Loan Seller, duly executed by all
     signatories other than the Mortgage Loan Seller as required pursuant to the
     respective terms thereof:

               (i) If required pursuant to Section 3 hereof, the Amendment dated
     as of the Closing Date and any documents referred to therein;

               (ii) The Pooling and Servicing Agreement, in form and substance
     reasonably satisfactory to the Mortgage Loan Seller, and all documents
     required thereby duly executed by all signatories;

               (iii) A certificate of an officer of the Purchaser dated as of
     the Closing Date, in a form reasonably acceptable to the Mortgage Loan
     Seller, and attached thereto the resolutions of the Purchaser authorizing
     the transactions contemplated by this Agreement and the Pooling and
     Servicing Agreement, together with copies of the Purchaser's articles of
     incorporation, and evidence as to the good standing of the Purchaser dated
     as of a recent date;

               (iv) One or more opinions of counsel from the Purchaser's counsel
     in form and substance reasonably satisfactory to the Mortgage Loan Seller;



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<PAGE>



               (v) Such other documents, certificates (including additional
     representations and warranties) and opinions as may be reasonably necessary
     to secure the intended rating from each Rating Agency for the Certificates;

                                   ARTICLE XV.
FEES AND EXPENSES. Subject to Section 16 hereof, the Mortgage Loan Seller shall
pay on the Closing Date or such later date as may be agreed to by the Purchaser
(i) the fees and expenses of the Mortgage Loan Seller's attorneys and the
reasonable fees and expenses of the Purchaser's attorneys, (ii) the fees and
expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser's
Registration Statement based on the aggregate original principal amount of the
Certificates and the filing fee of the Commission as in effect on the date on
which the Registration Statement was declared effective, (iv) the fees and
expenses including counsel's fees and expenses in connection with any "blue sky"
and legal investment matters, (v) the fees and expenses of the Trustee which
shall include without limitation the fees and expenses of the Trustee (and the
fees and disbursements of its counsel) with respect to (A) legal and document
review of this Agreement, the Pooling and Servicing Agreement, the Certificates
and related agreements, (B) attendance at the Closing and (C) review of the
Mortgage Loans to be performed by the Custodian, (vi) the expenses for printing
or otherwise reproducing the Certificates, the Prospectus and the Prospectus
Supplement, (vii) the fees and expenses of each Rating Agency (both initial and
ongoing), (viii) the fees and expenses relating to the preparation and
recordation of mortgage assignments (including intervening assignments, if any
and if available, to evidence a complete chain of title from the originator to
the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses
relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the
case may be, and (ix) Mortgage File due diligence expenses and other
out-of-pocket expenses incurred by the Purchaser in connection with the purchase
of the Mortgage Loans and by Bear Stearns in connection with the sale of the
Certificates. The Mortgage Loan Seller additionally agrees to pay directly to
any third party on a timely basis the fees provided for above which are charged
by such third party and which are billed periodically.

                                  ARTICLE XVI.
ACCOUNTANTS' LETTERS.

          (a) Deloitte & Touche LLP will review the characteristics of a sample
of the Mortgage Loans described in the Final Mortgage Loan Schedule and will
compare those characteristics to the description of the Mortgage Loans contained
in the Prospectus Supplement under the captions "Summary of Prospectus
Supplement--The Mortgage Loans" and "The Mortgage Pool" and in Schedule A
thereto. The Mortgage Loan Seller will cooperate with the Purchaser in making
available all information and taking all steps reasonably necessary to permit
such accountants to complete the review and to deliver the letters required of
them under the Underwriting Agreement. Deloitte & Touche LLP will also confirm
certain calculations as set forth under the caption "Yield On The Certificates"
in the Prospectus Supplement.

          (b) To the extent statistical information with respect to the Master
Servicer's or a Servicer's servicing portfolio is included in the Prospectus
Supplement under the caption "The Master Servicer and the Servicers," a letter
from the certified public accountant for the Master Servicer and such Servicer
or Servicers will be delivered to the Purchaser dated the date of the


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<PAGE>



Prospectus Supplement, in the form previously agreed to by the Mortgage Loan
Seller and the Purchaser, with respect to such statistical information.

                                  ARTICLE XVII.
INDEMNIFICATION.

          (a) The Mortgage Loan Seller shall indemnify and hold harmless the
Purchaser and its directors, officers and controlling persons (as defined in
Section 15 of the Securities Act) from and against any loss, claim, damage or
liability or action in respect thereof, to which they or any of them may become
subject, under the Securities Act or otherwise, insofar as such loss, claim,
damage, liability or action arises out of, or is based upon (i) any untrue
statement of a material fact contained in the MORTGAGE LOAN SELLER'S INFORMATION
as identified in EXHIBIT 3, the omission to state in the Prospectus Supplement
or Prospectus (or any amendment thereof or supplement thereto approved by the
Mortgage Loan Seller and in which additional Mortgage Loan Seller's Information
is identified), in reliance upon and in conformity with Mortgage Loan Seller's
Information a material fact required to be stated therein or necessary to make
the statements therein in light of the circumstances in which they were made,
not misleading, (ii) any representation or warranty assigned or made by the
Mortgage Loan Seller in Section 7 or Section 8 hereof being, or alleged to be,
untrue or incorrect, or (iii) any failure by the Mortgage Loan Seller to perform
its obligations under this Agreement; and the Mortgage Loan Seller shall
reimburse the Purchaser and each other indemnified party for any legal and other
expenses reasonably incurred by them in connection with investigating or
defending or preparing to defend against any such loss, claim, damage, liability
or action.

     The foregoing indemnity agreement is in addition to any liability which the
Mortgage Loan Seller otherwise may have to the Purchaser or any other such
indemnified party.

          (b) The Purchaser shall indemnify and hold harmless the Mortgage Loan
Seller and its respective directors, officers and controlling persons (as
defined in Section 15 of the Securities Act) from and against any loss, claim,
damage or liability or action in respect thereof, to which they or any of them
may become subject, under the Securities Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon (i) any
untrue statement of a material fact contained in the PURCHASER'S INFORMATION as
identified in EXHIBIT 4, the omission to state in the Prospectus Supplement or
Prospectus (or any amendment thereof or supplement thereto approved by the
Purchaser and in which additional Purchaser's Information is identified), in
reliance upon and in conformity with the Purchaser's Information, a material
fact required to be stated therein or necessary to make the statements therein
in light of the circumstances in which they were made, not misleading, (ii) any
representation or warranty made by the Purchaser in Section 9 hereof being, or
alleged to be, untrue or incorrect, or (iii) any failure by the Purchaser to
perform its obligations under this Agreement; and the Purchaser shall reimburse
the Mortgage Loan Seller, and each other indemnified party for any legal and
other expenses reasonably incurred by them in connection with investigating or
defending or preparing to defend any such loss, claim, damage, liability or
action. The foregoing indemnity agreement is in addition to any liability which
the Purchaser otherwise may have to the Mortgage Loan Seller, or any other such
indemnified party,



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<PAGE>



          (c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify each party against whom
indemnification is to be sought in writing of the commencement thereof (but the
failure so to notify an indemnifying party shall not relieve it from any
liability which it may have under this Section 13 except to the extent that it
has been prejudiced in any material respect by such failure or from any
liability which it may have otherwise). In case any such action is brought
against any indemnified party, and it notifies an indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent it may elect by written notice delivered to the
indemnified party promptly (but, in any event, within 30 days) after receiving
the aforesaid notice from such indemnified party, to assume the defense thereof
with counsel reasonably satisfactory to such indemnified party. Notwithstanding
the foregoing, the indemnified party or parties shall have the right to employ
its or their own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of such indemnified party or parties unless (i)
the employment of such counsel shall have been authorized in writing by one of
the indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to have charge of the
defense of such action within a reasonable time after notice of commencement of
the action, or (iii) such indemnified party or parties shall have reasonably
concluded that there is a conflict of interest between itself or themselves and
the indemnifying party in the conduct of the defense of any claim or that the
interests of the indemnified party or parties are not substantially co-extensive
with those of the indemnifying party (in which case the indemnifying parties
shall not have the right to direct the defense of such action on behalf of the
indemnified party or parties), in any of which events such fees and expenses
shall be borne by the indemnifying parties (PROVIDED, HOWEVER, that the
indemnifying party shall be liable only for the fees and expenses of one counsel
in addition to one local counsel in the jurisdiction involved. Anything in this
subsection to the contrary notwithstanding, an indemnifying party shall not be
liable for any settlement or any claim or action effected without its written
consent; PROVIDED, HOWEVER, that such consent was not unreasonably withheld.

          (d) If the indemnification provided for in paragraphs (a) and (b) of
this Section 13 shall for any reason be unavailable to an indemnified party in
respect of any loss, claim, damage or liability, or any action in respect
thereof, referred to in Section 13, then the indemnifying party shall in lieu of
indemnifying the indemnified party contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, in such proportion as shall be appropriate to reflect
the relative benefits received by the Mortgage Loan Seller on the one hand and
the Purchaser on the other from the purchase and sale of the Mortgage Loans, the
offering of the Certificates and the other transactions contemplated hereunder.
No person found liable for a fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who is not also found liable for such fraudulent misrepresentation.

          (e) The parties hereto agree that reliance by an indemnified party on
any publicly available information or any information or directions furnished by
an indemnifying party shall not constitute negligence, bad faith or willful
misconduct by such indemnified party.



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                                 ARTICLE XVIII.
NOTICES. All demands, notices and communications hereunder shall be in writing
but may be delivered by facsimile transmission subsequently confirmed in
writing. Notices to the Mortgage Loan Seller shall be directed to EMC Mortgage
Corporation, Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving,
Texas 75038 (Telecopy: (972-444-2880)), and notices to the Purchaser shall be
directed to Structured Asset Mortgage Investments II Inc., 383 Madison Avenue,
New York, New York 10179 (Telecopy: (212-272-7206)), Attention: Baron
Silverstein; or to any other address as may hereafter be furnished by one party
to the other party by like notice. Any such demand, notice or communication
hereunder shall be deemed to have been received on the date received at the
premises of the addressee (as evidenced, in the case of registered or certified
mail, by the date noted on the return receipt) provided that it is received on a
business day during normal business hours and, if received after normal business
hours, then it shall be deemed to be received on the next business day.

                                  ARTICLE XIX.
TRANSFER OF MORTGAGE LOANS. The Purchaser retains the right to assign the
Mortgage Loans and any or all of its interest under this Agreement to the
Trustee without the consent of the Mortgage Loan Seller, and, upon such
assignment, the Trustee shall succeed to the applicable rights and obligations
of the Purchaser hereunder; PROVIDED, HOWEVER, the Purchaser shall remain
entitled to the benefits set forth in Sections 11, 13 and 17 hereto and as
provided in Section 2(a). Notwithstanding the foregoing, the sole and exclusive
right and remedy of the Trustee with respect to a breach of representation or
warranty of the Mortgage Loan Seller shall be the purchase or substitution
obligations of the Mortgage Loan Seller contained in Sections 5 and 7 hereof.

                                   ARTICLE XX.
TERMINATION. This Agreement may be terminated (a) by the mutual consent of the
parties hereto prior to the Closing Date, (b) by the Purchaser, if the
conditions to the Purchaser's obligation to close set forth under Section 10(a)
hereof are not fulfilled as and when required to be fulfilled or (c) by the
Mortgage Loan Seller, if the conditions to the Mortgage Loan Seller's obligation
to close set forth under Section 10(b) hereof are not fulfilled as and when
required to be fulfilled. In the event of termination pursuant to clause (b),
the Mortgage Loan Seller shall pay, and in the event of termination pursuant to
clause (c), the Purchaser shall pay, all reasonable out-of-pocket expenses
incurred by the other in connection with the transactions contemplated by this
Agreement. In the event of a termination pursuant to clause (a), each party
shall be responsible for its own expenses.

                                  ARTICLE XXI.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY. All
representations, warranties and agreements contained in this Agreement, or
contained in certificates of officers of the Mortgage Loan Seller submitted
pursuant hereto, shall remain operative and in full force and effect and shall
survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser to
the Trustee). Subsequent to the delivery of the Mortgage Loans to the Purchaser,
the Mortgage Loan Seller's representations and warranties contained herein with
respect to the Mortgage Loans shall be deemed to relate to the Mortgage Loans
actually delivered to the Purchaser and included in the Final Mortgage Loan
Schedule and any Substitute Mortgage Loan and not to


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<PAGE>



those Mortgage Loans deleted from the Preliminary Mortgage Loan Schedule
pursuant to Section 3 hereof prior to the Closing.

                                  ARTICLE XXII.
SEVERABILITY. If any provision of this Agreement shall be prohibited or invalid
under applicable law, the Agreement shall be ineffective only to such extent,
without invalidating the remainder of this Agreement.

                                 ARTICLE XXIII.
COUNTERPARTS. This Agreement may be executed in counterparts, each of which will
be an original, but which together shall constitute one and the same agreement.

                                  ARTICLE XXIV.
AMENDMENT. This Agreement cannot be amended or modified in any manner without
the prior written consent of each party.

                                  ARTICLE XXV.
GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE AND PERFORMED IN
THE STATE OF NEW YORK AND SHALL BE INTERPRETED IN ACCORDANCE WITH THE LAWS OF
SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OF SUCH STATE.

                                  ARTICLE XXVI.
FURTHER ASSURANCES. Each of the parties agrees to execute and deliver such
instruments and take such actions as another party may, from time to time,
reasonably request in order to effectuate the purpose and to carry out the terms
of this Agreement including any amendments hereto which may be required by
either Rating Agency.

                                 ARTICLE XXVII.
SUCCESSORS AND ASSIGNS.

         This Agreement shall bind and inure to the benefit of and be
enforceable by the Mortgage Loan Seller and the Purchaser and their permitted
successors and assigns and, to the extent specified in Section 13 hereof, Bear
Stearns, and their directors, officers and controlling persons (within the
meaning of federal securities laws). The Mortgage Loan Seller acknowledges and
agrees that the Purchaser may assign its rights under this Agreement (including,
without limitation, with respect to the Mortgage Loan Seller's representations
and warranties respecting the Mortgage Loans) to the Trustee. Any person into
which the Mortgage Loan Seller may be merged or consolidated (or any person
resulting from any merger or consolidation involving the Mortgage Loan Seller),
any person resulting from a change in form of the Mortgage Loan Seller or any
person succeeding to the business of the Mortgage Loan Seller, shall be
considered the "successor" of the Mortgage Loan Seller hereunder and shall be
considered a party hereto without the execution or filing of any paper or any
further act or consent on the part of any party hereto. Except as provided in
the two preceding sentences, this Agreement cannot be assigned, pledged or
hypothecated by either party hereto without the written consent of the other
parties to this Agreement and any such assignment or purported assignment shall
be deemed null and void.


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                                 ARTICLE XXVIII.
THE MORTGAGE LOAN SELLER. The Mortgage Loan Seller will keep in full effect all
rights as are necessary to perform their respective obligations under this
Agreement.

                                  ARTICLE XXIX.
ENTIRE AGREEMENT. This Agreement contains the entire agreement and understanding
between the parties with respect to the subject matter hereof, and supersedes
all prior and contemporaneous agreements, understandings, inducements and
conditions, express or implied, oral or written, of any nature whatsoever with
respect to the subject matter hereof.

                                  ARTICLE XXX.
NO PARTNERSHIP. Nothing herein contained shall be deemed or construed to create
a partnership or joint venture between the parties hereto.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





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     IN WITNESS WHEREOF, the parties hereto have caused their names to be signed
hereto by their respective duly authorized officers as of the date first above
written.

                                            EMC MORTGAGE CORPORATION


                                            By: ________________________________
                                            Name:
                                            Title:


                                            STRUCTURED ASSET MORTGAGE
                                            INVESTMENTS II INC.


                                            By: ________________________________
                                            Name:
                                            Title:







<PAGE>



                                    EXHIBIT 1
                                    ---------
                            CONTENTS OF MORTGAGE FILE
                            -------------------------

     With respect to each Mortgage Loan, the Mortgage File shall include each of
the following items, which shall be available for inspection by the Purchaser or
its designee, and which shall be delivered to the Purchaser or its designee
pursuant to the terms of the Agreement.

     (a) with respect to each Mortgage Loan (other than a Cooperative Loan):

          (i) The original Mortgage Note, endorsed without recourse to the order
     of the Trustee and showing an unbroken chain of endorsements from the
     originator thereof to the Person endorsing it to the Trustee, or a lost
     note affidavit together with a copy of the related Mortgage Note;

          (ii) The original Mortgage and, if the related Mortgage Loan is a MOM
     Loan, noting the presence of the MIN and language indicating that such
     Mortgage Loan is a MOM Loan, which shall have been recorded (or if the
     original is not available, a copy), with evidence of such recording
     indicated thereon (or if the original is not available, a copy), with
     evidence of such recording indicated thereon (or if the original Security
     Instrument, assignments to the Trustee or intervening assignments thereof
     which have been delivered, are being delivered or will, upon receipt of
     recording information relating to the Security Instrument required to be
     included thereon, be delivered to recording offices for recording and have
     not been returned to the Seller in time to permit their recording as
     specified in Section 2.01(b) of the Pooling and Servicing Agreement, shall
     be in recordable form);

          (iii) unless the Mortgage Loan is a MOM Loan, 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
     "JPMorgan Chase Bank, as Trustee", with evidence of recording with respect
     to each Mortgage Loan in the name of the Trustee thereon (or if (A) the
     original Security Instrument, assignments to the Trustee or intervening
     assignments thereof which have been delivered, are being delivered or will,
     upon receipt of recording information relating to the Security Instrument
     required to be included thereon, be delivered to recording offices for
     recording and have not been returned to the Seller in time to permit their
     delivery as specified in Section 2.01(b) of the Pooling and Servicing
     Agreement, the Seller may deliver a true copy thereof with a certification
     by the Seller, 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" or (B) the related Mortgaged Property is located
     in a state other than Maryland and an Opinion of Counsel has been provided
     as set forth in Section 2.01(b) of the Pooling and Servicing Agreement,
     shall be in recordable form);

          (iv) all intervening assignments of the Security Instrument, if
     applicable and only to the extent available to the Mortgage Loan Seller
     with evidence of recording thereon;



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<PAGE>



          (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;

          (vii) originals of all modification agreements, if applicable and
     available; and

          (viii) with respect to each Additional Collateral Mortgage Loan (as
     indicated in the Mortgage Loan Schedule) (1) a copy of the related Mortgage
     100K Pledge Agreement or Parent Power(R) Agreement, as the case may be, (2)
     a copy of the UCC-1, to the extent MLCC was required to deliver such UCC-1
     to Cendant, and an original form UCC-3, if applicable, to the extent MLCC
     was required to deliver such UCC-3 to Cendant, together with a copy of the
     applicable notice of assignment to and acknowledgment by Merrill Lynch,
     Pierce, Fenner & Smith Incorporated and (3) in connection with a Parent
     Power(R) Mortgage Loan supported by a Parent Power(R) Guaranty Agreement
     for real estate, a copy of the related Equity Access(R) Mortgage.

     (b) with respect to each Cooperative Loan so assigned:

          (i) The original Mortgage Note, endorsed without recourse to the order
     of the Trustee and showing an unbroken chain of endorsements from the
     originator thereof to the Person endorsing it to the Trustee, or lost note
     affidavit, together with a copy of the related Mortgage Note;

          (ii) A counterpart of the Cooperative Lease and the Assignment of
     Proprietary Lease to the originator of the Cooperative Loan with
     intervening assignments showing an unbroken chain of title from such
     originator to the Trustee;

          (iii) The related Cooperative Stock Certificate, representing the
     related Cooperative Stock pledged with respect to such Cooperative Loan,
     together with an undated stock power (or other similar instrument) executed
     in blank;

          (iv) The original recognition agreement by the Cooperative of the
     interests of the mortgagee with respect to the related Cooperative Loan and
     any transfer documents related to the recognition agreement;

          (v) The Security Agreement;

          (vi) Copies of the original UCC-1 financing statement, and any
     continuation statements, filed by the originator of such Cooperative Loan
     as secured party, each with evidence of recording thereof, evidencing the
     interest of the originator under the Security Agreement and the Assignment
     of Proprietary Lease;

          (vii) Copies of the filed UCC-3 assignments of the security interest
     referenced in clause (vi) above showing an unbroken chain of title from the
     originator to the Trustee,


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<PAGE>



     each with evidence of recording thereof, evidencing the interest of the
     originator under the Security Agreement and the Assignment of Proprietary
     Lease;

          (viii) An executed assignment of the interest of the originator in the
     Security Agreement and Assignment of Proprietary Lease, showing an unbroken
     chain of title from the originator to the Trustee; and

          (ix) The original of each modification, assumption agreement or
     preferred loan agreement, if any, relating to such Cooperative Loan.



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<PAGE>



                                    EXHIBIT 2
                                    ---------

                       MORTGAGE LOAN SCHEDULE INFORMATION
                       ----------------------------------

       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 city, state and zip code of the Mortgaged Property;

(d)    the property type;

(e)    the Mortgage Interest Rate;

(f)    the 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;

(1)    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 Gross Margin, if applicable;

(s)    the Maximum Lifetime Mortgage Rate, if applicable;

(t)    the Minimum Lifetime Mortgage Rate, if applicable;


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<PAGE>



(u)    the Periodic Rate Cap, if applicable;

(v)    the number of days delinquent, if any;

(w)    which Mortgage Loans adjust after an initial fixed-rate period of two,
       three, five, seven or ten years;

(x)    the Loan Group; and

(y)    the Prepayment Charge Loans.

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 (k)
and (n) above, the weighted average by principal balance as of the Cut-off Date
of each of the rates described under (e), (f) and (g) above, and the weighted
average remaining term to maturity by unpaid principal balance as of the Cut-off
Date.



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<PAGE>



                                    EXHIBIT 3
                                    ---------

                       MORTGAGE LOAN SELLER'S INFORMATION
                       ----------------------------------

         All information in the Prospectus Supplement described under the
following Sections: "SUMMARY OF PROSPECTUS SUPPLEMENT -- The Mortgage Loans,"
"THE MORTGAGE POOL" and "SCHEDULE A -- CERTAIN CHARACTERISTICS OF THE MORTGAGE
LOANS."



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<PAGE>



                                    EXHIBIT 4
                                    ---------

                             PURCHASER'S INFORMATION
                             -----------------------

     All information in the Prospectus Supplement and the Prospectus, except the
Mortgage Loan Seller's Information.



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<PAGE>



                                    EXHIBIT 5
                                    ---------

                             SCHEDULE OF LOST NOTES
                             ----------------------

                             Available Upon Request






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<PAGE>




                                   SCHEDULE A
                                   ----------

                 REQUIRED RATINGS FOR EACH CLASS OF CERTIFICATES
                 -----------------------------------------------

                               Public Certificates
                               -------------------


               CLASS                       S&P                  MOODY'S
-----------------------------------    -----------           -------------
Class I-A-1........................        AAA                    Aaa
Class I-A-2........................        AAA                    Aaa
Class I-X-2........................        AAA                    Aaa
Class I-A-3........................        AAA                    Aaa
Class I-X-3........................        AAA                    Aaa
Class II-A-1.......................        AAA                    Aaa
Class R-I..........................        AAA                    NR
Class R-II.........................        AAA                    NR
Class R-III........................        AAA                    NR
Class R-IV.........................        AAA                    NR
Class I-B-1........................        AA                     Aa2
Class I-B-2........................         A                     A2
Class I-B-3........................        BBB                   Baa2
Class II-B-1.......................        AA                     NR
Class II-B-2.......................         A                     NR
Class II-B-3.......................        BBB                    NR


None of the above ratings has been lowered since the respective dates of such
letters.

                              Private Certificates
                              --------------------


               CLASS                       S&P                  MOODY'S
-----------------------------------    -----------           -------------


Class I-B-4........................        BB                     NR
Class I-B-5........................         B                     NR
Class I-B-6........................        NR                     NR
Class II-B-4.......................        BB                     NR
Class II-B-5.......................         B                     NR
Class II-B-6.......................        NR                     NR

None of the above ratings has been lowered since the respective dates of such
letters.


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                                   SCHEDULE B
                                   ----------

                             MORTGAGE LOAN SCHEDULE
                             ----------------------

                             [Provided upon request]






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